Ag Partner Research License. Primary hereby grants Legacy a nonexclusive license in the Legacy Field under Know-How and Patent Rights Controlled by Primary with respect to VDCs to the extent necessary to enable Legacy to grant to Ag Partner the rights granted to Ag Partner under [Section 5.1(a)] of the Existing Ag Agreement. Such license shall expire upon the earliest of # the expiration of the Research Term or # the termination or expiration of the Existing Ag Agreement.
Ag Partner Reserve Period. Legacy shall notify Primary in writing immediately upon both the beginning and expiration of the Ag Partner Reserve Period for each VDC to which a Ag Partner Reserve Period applies pursuant to the Existing Ag Agreement (identifying in each such notice the relevant VDC). During the Ag Partner Reserve Period for a particular VDC, Primary shall not grant any intellectual property rights in the Legacy Field to any Third Party with respect to such VDC. Following the expiration of the Ag Partner Reserve Period for a VDC, Primary shall be free, in its discretion, to grant intellectual property rights in the Legacy Field to any Third Party with respect to such VDC or any Derivative thereof or itself make, use, or sell any product incorporating such VDC or Derivative thereof for use in the Legacy Field. Nothing in this Agreement shall be construed to limit any rights of Primary with respect to # any efforts during any VDCs Ag Partner Reserve Period to evaluate and/or develop such VDC or Derivative thereof for potential use in the Legacy Field (including the use of third party fee-for-service contractors to perform any activities related to such development), # any use or application of any VDC or Derivative thereof in the Primary Field, or # Primarys ability to enter into licenses or any similar agreements with any Third Party(ies) concerning VDCs or Derivatives thereof in the Primary Field.
Existing Ag Agreement means that certain Option, Research, Collaboration, and License Agreement, dated November 1, 2010, between DowAgroSciences LLC (such limited liability company, Ag Partner) and Legacy, as it may be amended from time to time as permitted by this Agreement.
Legacy Research License. Primary hereby grants Legacy a nonexclusive license in the Legacy Field under Primary Know-How and Primary Patent Rights to the extent necessary to enable Legacy to perform Legacys obligations under the Existing Ag Agreement.
Downstream Agreement means any sublicense or license agreement executed by Ag Partner or an Affiliate thereof, or by another Legacy Licensee, granting to a subsequent Legacy Licensee, in accordance with this Agreement and, prior to any termination thereof, the Existing Ag Agreement, # a sublicense to any of the sublicensable rights granted by Legacy to Ag Partner and its Affiliates under the Existing Ag Agreement or # a license in the Legacy Field under the Ag Partner Patents, Ag Partner Know-How, or any other intellectual property rights Controlled by Ag Partner to make, use, or sell any CDC, Derivative thereof, or Ag Partner Collaboration Derived Product, including, in either case, for purposes of clarification but not limitation, any agreement under which Ag Partner, any Affiliate thereof, or any other Legacy Licensee grants a Third Party exclusive rights to sell, market, or distribute one or more Ag Partner Collaboration Derived Products in all or any portion of the Legacy Field
If, at any time on or after the Effective Date during the Research Term, # rights to a particular CDC become subject to an option or license granted by Ag Partner or any Affiliate thereof to a Third Party in the Legacy Field pursuant to a written agreement with such Third Party, # a particular CDC becomes the subject of material optimization or development efforts by Ag Partner, any Affiliate thereof, or any other Legacy Licensee in the Legacy Field, or # a particular CDC is reasonably determined to
Research Term. Legacy shall notify Primary immediately upon # Legacys receipt of any notice or correspondence from Ag Partner regarding the extension, expiration, or termination of the Research Term and # any expiration or termination of the Research Term, respectively, including in such notice # a copy of any such notice or correspondence and # the date of termination or expiration of the Research Term, respectively.
Any capitalized terms not defined above or elsewhere in this Agreement shall have the meaning established therefor in the Existing Ag Agreement. The capitalized terms Ag Partner Know-How, Ag Partner Patents, Ag Partner Reserve Period, Ag Partner Royalty Products, Protected Ag Partner Development Process, and Protected Ag Partner Scaffold Information, respectively, shall have the meanings set forth in the Existing Ag Agreement for DAS Know-How, DAS Patents, DAS Reserve Period, DAS Royalty Products, Protected DAS Product Development Process, and Protected DAS Scaffold Information, respectively.
Legacy and its Affiliates shall use reasonable efforts to enforce Ag Partners obligations under [Section 13.8(a)(ii)] of the Existing Ag Agreement and promptly provide to Primary all relevant and material information received from Ag Partner under [Section 13.8(a)(ii)] of the Existing Ag Agreement, or otherwise in Legacys and its Affiliates possession, concerning Legacy Patents, Legacy Know-How (other than Ag Filter, Protected Ag Partner Scaffold Information, or Protected Ag Partner Development Process), VDCs, CDCs, and Legacy Royalty Products, inventory of any of the foregoing, Know-How or Patent Rights controlled by Legacy to the extent concerning VDCs or Viamet Derived Products, Legacy Product Trademarks, Legacy Product-Related Materials, and all Regulatory Filings or Regulatory Approvals concerning any VDCs, Derivatives thereof, CDCs, Derivatives thereof, or Legacy Royalty Products (including information concerning Legacys, its Affiliates, and any Legacy Licensees reasonable, documented out of pocket expenses incurred in obtaining or maintaining such Regulatory Filings or Regulatory Approvals) to the extent not related to, or necessary to enable Legacy and its Affiliates to perform under or comply with, the Assigned Downstream Agreement(s) to which Legacy or its Affiliates become a party upon termination of the Existing Ag Agreement;
Ag Partner Collaboration Derived Product means any product or product candidate incorporating a CDC or any Derivative thereof.
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