text stringlengths 1 5.46k |
|---|
6.6 Reductions |
6.7 Third Party Payments; Patent Costs |
6.8 Minimum Payment |
6.9 Royalty Payments and Reports |
6.10 Mode of Payment |
6.11 Interest on Late Payments |
6.12 Withholding Taxes |
6.13 Indirect Taxes |
6.14 Financial Records |
6.15 Audit |
6.16 Audit Dispute |
6.17 Confidentiality |
6.18 No Other Compensation |
6.19 No Limitation |
ARTICLE 7 INTELLECTUAL PROPERTY |
7.1 Ownership of Intellectual Property |
7.2 Maintenance and Prosecution of Patents |
7.3 Enforcement of Patents |
7.4 Infringement Claims by Third Parties |
7.5 Invalidity or Unenforceability Defenses or Actions |
7.6 Third Party Licenses and Patents |
7.7 Product Trademarks |
7.8 Inventor's Remuneration |
ARTICLE 8 DATA PRIVACY |
8.1 Data Privacy and Security |
ARTICLE 9 Confidentiality AND Non-Disclosure |
9.1 Product Information |
9.2 Confidentiality Obligation |
9.3 Permitted Disclosures |
9.4 Use of Name |
9.5 Public Announcements |
9.6 Publications |
9.7 Return of Confidential Information |
9.8 Survival |
ARTICLE 10 REPRESENTATIONS, Warranties AND COVENANTS |
10.1 Mutual Representations and Warranties |
10.2 Additional Representations, Warranties and Covenants of OSE |
10.3 DISCLAIMER OF WARRANTIES |
10.4 Anti-Bribery and Anti-Corruption Compliance |
ARTICLE 11 Indemnity |
11.1 Indemnification of OSE |
11.2 Indemnification of AbbVie |
11.3 Notice of Claim |
11.4 Control of Defense |
11.5 Special, Indirect, and Other Losses |
11.6 Insurance |
ARTICLE 12 Term and Termination |
12.1 HSR and Other Governmental Filings |
12.2 Term |
12.3 Termination |
12.4 Rights in Bankruptcy |
12.5 Modification In Lieu of Termination |
12.6 Termination in Entirety |
12.7 Termination of Terminated Territory |
12.8 Grantback Transition Agreement |
12.9 Remedies |
12.10 Accrued Rights; Surviving Obligations |
ARTICLE 13 Miscellaneous |
13.1 Force Majeure |
13.2 Change in Control of OSE |
13.3 Export Control |
13.4 Assignment |
13.5 Severability |
13.6 Offsets |
13.7 Governing Law, Jurisdiction, and Service |
13.8 Dispute Resolution |
13.9 Notices |
13.10 Entire Agreement; Amendments |
13.11 English Language |
13.12 Equitable Relief |
13.13 Waiver and Non-Exclusion of Remedies |
13.14 No Benefit to Third Parties |
13.15 Further Assurance |
13.16 Relationship of the Parties |
13.17 Performance by Affiliates |
13.18 Counterparts; Facsimile Execution |
13.19 References |
13.20 Schedules |
13.21 Construction |
SCHEDULES |
Schedule 1.29 CMO Supply Agreements |
Schedule 1.151 Transition Development Plan |
Schedule 10.2.1 Existing Patents |
Schedule 10.2.10 Third Party Agreements |
Schedule 10.2.14 OSE Publications |
Schedule 13.8.3 ADR Procedures |
EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT |
This Exclusive License and License Agreement (the "Agreement") is made and entered into on February 27, 2024 (the "Execution Date") by and between OSE Immunotherapeutics SA, a corporation organized under the laws of France, having a place of business at 22 boulevard Benoni-Goullin 44200 Nantes, France ("OSE"), and Alle... |
RECITALS |
WHEREAS, OSE Controls (as defined herein) certain intellectual property rights with respect to the Licensed Antibodies (as defined herein) and Licensed Products (as defined herein) in the Territory (as defined herein); and |
WHEREAS, OSE wishes to grant, and AbbVie wishes to take, a license under such intellectual property rights to Exploit the Licensed Antibodies and Licensed Products in the Territory, in accordance with the terms and conditions set forth below. |
NOW, THEREFORE, in consideration of the premises and the mutual promises and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows: |
ARTICLE 1 DEFINITIONS |
Unless otherwise specifically provided herein, the following terms shall have the following meanings: |
1.1 "AbbVie" has the meaning set forth in the preamble hereto. |
1.2 "AbbVie Indemnitees" has the meaning set forth in Section 11.2. |
1.3 "Accounting Standards" means, with respect to a Party, that such Party shall maintain records and books of accounts in accordance with (a) United States Generally Accepted Accounting Principles or (b) International Financial Reporting Standards as issued by the International Accounting Standards Board, as applicabl... |
1.4 "Acquiror" means the "person," "group," Person and Third Party referenced in Section 1.27 as well as its Affiliates other than OSE and the Affiliates controlled by OSE (as defined in Section 1.7 below). |
1.5 "Acquisition" means, with respect to a Party, a merger, acquisition (whether all of the stock or all or substantially all of the assets of a Person or any operating or business division of a Person) or similar transaction by or with the Party (or any controlling Affiliate), other than a Change in Control of the Par... |
1.6 "ADR" has the meaning set forth in Section 13.8.1. |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.