Licensed Intellectual Property. Subject to the terms and conditions of this Agreement (including the reservation of rights in Sections 4.8 and 5.4, and the payment by Celgene of all amounts as and when such amounts become due and payable under this Agreement), GlobeImmune hereby grants to Celgene and its Affiliates the exclusive (even as to GlobeImmune and its Affiliates), worldwide, nontransferable (except as provided in Section 13.4) license, with the right to grant sublicenses solely in accordance with Section 5.2, under the Licensed Intellectual Property, to use, sell, offer to sell, import, make and have made (in accordance with Section 4.8), and otherwise Develop, Commercialize or manufacture (in accordance with Section 4.8) any Celgene Development Compound and any Licensed Product containing any such Celgene Development Compound, during the Term, in the Territory in the Field, such license to be effective upon Celgene’s exercise of a Celgene Program Option for the Collaboration Compound corresponding to such Celgene Development Compound in accordance with the terms of this Agreement; provided that GlobeImmune reserves the right to make and have made Celgene Development Compound(s) and Licensed Product(s) solely to perform its obligations under Section 4.8.
Licensed Intellectual Property. The Licensed Intellectual Property constitutes all of the intellectual property owned or controlled by Coleman that would, but for the rights granted to Anterios pursuant to this Agreement, be infringed or misappropriated by the exercise by Anterios of its rights under this Agreement.
Licensed Intellectual Property. No Loan Party possesses any licenses other than (i) as set forth in the Disclosure Schedules, and (ii) readily available, non-negotiated licenses of computer software and other intellectual property used solely for performing accounting, word processing and similar administrative tasks.
Licensed Intellectual Property. Notwithstanding anything to the contrary contained herein or in any Ancillary Agreement, Seller has the sole and exclusive right to prosecute, defend, settle or otherwise control any Legal Proceeding, claim or action relating to the Seller Licensed Intellectual Property, except to the extent such claim is exclusively one between the parties hereto and their Affiliates.
Licensed Intellectual Property. Subject to the terms and conditions of this Agreement, including but not limited to payment of the amounts set forth in Section 4.1 below, CyDex hereby grants to Company an exclusive, nontransferable (except with respect to the assignment provision in Section 14.13) license during the Term under the Licensed Intellectual Property, solely to develop, make, have made (pursuant to Section 2.4), use, sell, market, offer for sale, import and otherwise commercially exploit the Licensed Products in and for the Territory in and for the Field. Notwithstanding the foregoing, (i) to the extent that any Licensed Intellectual Property is licensed to CyDex or its Affiliates by a Third Party on a nonexclusive basis (the “Nonexclusive LIP”), then although the license granted to Company and its Affiliates in the foregoing sentence shall continue to be exclusive, Company’s rights in the Nonexclusive LIP will be nonexclusive and (ii) it is understood that the geographies within the Territory will vary from time to time. Company shall not directly or indirectly develop, make, use, sell, offer for sale, or import the Licensed Products other than as expressly permitted in this Agreement. Company is not granted the right to and agrees that it shall not directly or indirectly sublicense the Licensed Intellectual Property, except as expressly set forth in Sections 2.3 and 2.4 below.