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effective date of termination in accordance with Article 13. INFORMATION of the other party; or. sufficient detail to enable verification of EARNED ROYALTIES and other payments under this Agreement. IN NO EVENT SHALL YALE, OR ITS TRUSTEES, DIRECTORS, OFFICERS, 1.1. Indemnified Parties with respect to liabilities, claims or demands (Claims), damages, judgments, losses and expenses to the extent that they arise out of the gross negligence or willful misconduct of any Indemnified Party. deficiency not previously paid, within thirty (30)days of receiving notice thereof from YALE. Example of Exclusive License Agreement (ELA) This is an example of the Exclusive License Agreement (ELA) that you will be asked to complete if . The agreement could cover a tech application, a method of production, a geographical area, or production of a specific product. Stay up-to-date with the latest copyright laws by joining the allianceits free. Neither LICENSEE nor any SUBLICENSEE or assignee will create, assume or permit to exist any lien, pledge, security interest or other encumbrance on this Agreement or any sublicense. its SUBLICENSEES (other than QUALIFIED SUBLICENSEES which may elect to self-insure and other than SUBLICENSEES with rights limited to in vitro and animal research) to purchase and maintain in effect during the TERM, a policy of general I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. potential SUBLICENSEE or (v)in connection with any acquisition or business combination; provided that, in case of clauses (iv)or (v), any such disclosure is made subject to an obligation of confidentiality at least substantially similar 2.12. KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. YALE represents and warrants to LICENSEE that (i)to YALEs knowledge, the INVENTORS are the only persons who contributed to either the 14.4. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Intellectual Property License Agreement - SEC.gov number of LICENSED PRODUCTS sold or otherwise transferred or disposed of, and the amount of LICENSED METHODS sold, by LICENSEE, SUBLICENSEES and AFFILIATES; (b) a calculation of NET SALES for the applicable reporting period, including the gross invoice prices charged for the LICENSED PRODUCTS and LICENSED METHODS and detailing any permitted deductions made pursuant to obligations pursuant to this Agreement, YALE and LICENSEE agree that during the TERM and for five (5)years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES and, in the case of LICENSEE, its SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking whatever action the party receiving the THIS EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is made and entered into as of the 28th day of September, 2007 (the " Effective Date ") by and between Dicerna Pharmaceuticals, Inc., a Delaware corporation with a principal place of business at 00 Xxxxxxxx Xxxxxx, Sudbury, MA 01776 ("Dicerna") and City . and Article 17. LICENSED METHODS during the preceding calendar quarter and calculating the payments due pursuant to Article 6. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. or otherwise exploited without a license to such third party patent) and (ii)LICENSEE or any of its AFFILIATES or SUBLICENSEES obtains a license to such third party patent, the amount of EARNED ROYALTIES payable by LICENSEE shall be reduced by A copyright nonexclusive license occurs when the owner retains ownership of the copyright and/or may license the same right to others. such claims using counsel of its choice; provided, however, that (i)any Indemnified Party shall be entitled to participate in the defense of such matter and to employ, at its expense, counsel to assist therein and (ii)LICENSEE shall not LICENSED METHODS for research, clinical, teaching or other non-commercial purposes, and not for purposes, whether itself or through any licensee or other third party, of commercial development, use, manufacture or distribution. This Agreement shall be binding upon and inure to the benefit of the parties and Service Agreements (provided that deductions for bad debt in any calendar quarter shall not exceed [********]of aggregate gross sales for such quarter pursuant to clause (a)(i.e., before application of sub clauses (i-v))); (v) all duties, taxes and other governmental levies, fees or charges levied on the sale, transportation or delivery of LICENSED PRODUCTS A CC license is used when an author wants to give other people the right to share, use, and build upon a work that they (the author) have created. An exclusive license means a license which confers on the licensee or the licensee and the person authorized by him to the exclusion of all other persons (including the owner of the copyright), any right comprised in the copyright in work. Customer and SAGE entered into a certain SAGE Access License Agreement dated December 1, 2014 (the "Agreement"), and now desire to amend the Agreement in accordance with the terms and conditions . of any portion of the LICENSE (including, without limitation, the sale of LICENSED PRODUCTS or LICENSED METHODS), or the manufacture, use, sale or other exploitation of a LICENSED PRODUCT or LICENSED METHOD, by LICENSEE or any of its AFFILIATES or be responsible or bound by any settlement of any Claim without its prior written consent. The following terms used in this Agreement shall be defined as set forth below: 2.1. All relationships between business users and the independent lawyers featured on this website will be governed by the individual engagement letters provided by each lawyer. insureds under the policy and provide for thirty (30)days written notice prior to any cancellation or material change to the policy(ies); and. In addition, LICENSEE shall pay to YALE [********] ([********]) of any SUBLICENSE LICENSEE shall preserve such books and records for three (3)years after the calendar year to which they pertain. Within sixty (60)days after the effective YALE shall fully credit each MRP made Considering an LLC for your business? Licencing intellectual property, things to consider 7.3. LICENSEE shall remain responsible for the performance of all SUBLICENSEES under any such (d) names and addresses of all SUBLICENSEES and the type and amount of SUBLICENSE INCOME, if any, received from each SUBLICENSEE. 2.14. 17.9. expenses: (A)any amount recovered specifically for lost profits or sales shall be treated as NET SALES in the calendar quarter in which such recovery is paid and shall be subject to EARNED. shall not foreclose YALE from exercising any other right it may have as a consequence of the failure of LICENSEE to make any payment when due. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. I submitted a bid that works best for my business and we went forward with the project. fee-for-service basis related to the manufacturing and/or research or development of LICENSED PRODUCTS only, and not sales of LICENSED PRODUCTS, shall not be a SUBLICENSEE. TARGACEPT PATENT shall mean all issued and unexpired patents or pending patent applications owned or licensed by LICENSEE or any of its Jeff has built a practice based on a deep understanding of real estate assets and corporate activities. We will recruit lawyers in our network to serve as your businesses' outside general counsel for on-going legal issues. 14.2. grant the LICENSE, (vii)YALE has not granted rights or licenses in derogation of this Agreement other than those rights granted or reserved to the U.S. Government, (viii)to YALEs knowledge, the LICENSED PATENTS are not invalid or (b) subject to Article 16.3, commits a material breach of any other provision of this Agreement which is or practice of the LICENSED METHODS (to the extent included separately on the applicable invoice), but not including income taxes; and. Such insurance shall: (a) list YALE, its trustees, directors, officers, employees and agents as additional SUBLICENSEES to comply, in all material respects with all foreign and United States federal, state, and local laws, regulations, rules and orders applicable to the testing, production, transportation, packaging, labeling, export, sale and use of the EFFECTIVE DATE is defined in the introductory paragraph of this Agreement. EXCLUSIVE LICENSE AGREEMENT Sample Clauses | Law Insider This grant specifically excludes any right to sublicense to others. Subject to the parties rights and During the TERM, LICENSEE agrees to pay YALE annual Minimum Royalty Payments (MRP), commencing after the first anniversary of the date of the FIRST SALE of the first LICENSED PRODUCT or LICENSED METHOD. A copyright license agreement is a legal document that allows you, the copyright owner and business owner, to generate income from others' use of your intellectual property. Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients. In the event LICENSEE underpaid the amounts due to YALE with respect to the audited period by more than five percent (5%), LICENSEE shall pay the reasonable cost of such examination, together with the 2.10. The statements and opinions are the expression of the author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law. Any dispute arising out of or related to this Agreement shall be brought in a court of competent Any sublicense granted by LICENSEE Exclusive licences give the licensee the right to use the intellectual property to the exclusion of all persons including the licensor. patent authorities concerning the LICENSED PATENTS and to permit LICENSEE to participate in such meetings or communications. to comment on the type and scope of useful claims and the nature of supporting disclosures, (iv)give due consideration in good faith to comments received from YALE or its outside patent counsel, (v)not make any changes that would