Addition of Exclusive License in other Regions Sample Clauses

Addition of Exclusive License in other Regions. As of the execution of this Agreement, CVD has appointed various distributors of products covered by the CVD Patents or which otherwise use or incorporate the CVD Technology in Regions other than in the United States and Canada (the "Grandfathered Distributors"). CVD represents and warrants to Guidant that no Grandfathered Distributor is also a manufacturer or developer of coronary and peripheral balloon expandable Stents or of inflatable Stent delivery systems (collectively, a "Stent Manufacturer"). Upon any expiration or termination of any such distributor agreement during the term of this Agreement, the Region (or any portion thereof) covered by such expired or terminated distributor agreement shall become "Available Territory" as set forth in this Subsection. Upon expiration of the Grandfathered Distributor Agreement for Mexico, which expiration CVD represents and warrants will occur on December 30, 1999, or any earlier termination of such Agreement, Mexico shall automatically become subject to the exclusive license granted under Subsection (i) above. (A) Prior to such time as Guidant has obtained exclusive licenses for each of the Key Countries in a Region, as identified on Exhibit B to this Agreement, then as to such Region, if CVD proposes to enter into a distribution agreement, sales representative agreement or similar license agreement that would give either a third party or the Grandfathered Distributor rights in any Available Territory within such Region to make, have made, use, sell, offer for sale, import and otherwise dispose of Licensed Products as part of a Licensed Product Bundle, prior to entering into discussion regarding such distribution, sales representative or similar license agreement, CVD shall notify Guidant in writing of such intention, including the material terms and provisions upon which CVD would be willing to enter into such an agreement (the "CVD Notice"). At CVD's option CVD may provide the CVD Notice at any time from six (6) months prior to the termination or expiration of the Grandfathered Distributor agreement up to the date of such termination or expiration. For a period of forty-five (45) days after Guidant's receipt of CVD's Notice, CVD shall negotiate exclusively with Guidant, and CVD and Guidant shall negotiate in good faith the expansion of Guidant's exclusive license as set forth in Subsection (i) above to include the Available Territory. If the parties agree, then Guidant's exclusive license under Subsection (i)...
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Addition of Exclusive License in other Regions

  • Sublicense Income Company shall pay Medical School {***} of all Sublicense Income. Such amounts shall be due and payable within sixty (60) days after Company receives the relevant payment from the Sublicensee.

  • Exclusive License Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified, a sole and exclusive license under the Licensed Patent Rights in the Territory, and in the Field of Use to develop, make, have made, import, have imported, use, offer to sell, sell and otherwise commercialize Licensed Product(s).

  • Sublicense Fees Licensee will pay Sublicense Fees indicated in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly Payment Deadline for the Contract Quarter.

  • AUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor; (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit; and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. Commercial list price. Once such additional licenses or capacities are purchased, Licensee shall be deemed to have been in compliance retroactively, and Licensee shall have no further liability of any kind for the unauthorized use of the software.

  • NO HARDSTOP/PASSIVE LICENSE MONITORING Unless an Authorized User is otherwise specifically advised to the contrary in writing at the time of order and prior to purchase, Contractor hereby warrants and represents that the Product and all Upgrades do not and will not contain any computer code that would disable the Product or Upgrades or impair in any way its operation based on the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral, or other similar self-destruct mechanisms (sometimes referred to as “time bombs,” “time locks,” or “drop dead” devices) or that would permit Contractor to access the Product to cause such disablement or impairment (sometimes referred to as a “trap door” device). Contractor agrees that in the event of a breach or alleged breach of this provision that Authorized User shall not have an adequate remedy at law, including monetary damages, and that Authorized User shall consequently be entitled to seek a temporary restraining order, injunction, or other form of equitable relief against the continuance of such breach, in addition to any and all remedies to which Authorized User shall be entitled.

  • Non-Exclusive License Sponsor grants Institution and Principal Investigator a royalty free non-exclusive license, with no right to sublicense, to use Trial Data for internal research or educational purposes.

  • Xxxxx of License; Limitations The Engineer is granted a limited revocable non-exclusive license to use the registered TxDOT trademark logo (TxDOT Flying “T”) on any deliverables prepared under this contract that are the property of the State. The Engineer may not make any use of the registered TxDOT trademark logo on any other materials or documents unless it first submits that request in writing to the State and receives approval for the proposed use. The Engineer agrees that it shall not alter, modify, dilute, or otherwise misuse the registered TxDOT trademark logo or bring it into disrepute.

  • License Maintenance Fees Licensee will pay license fees in the amounts set forth in Sections 3.1(d) of the Patent & Technology License Agreement in accordance with the stated schedule.

  • License for Txdot Logo Use DocuSign Envelope ID: 08011FCF-93C2-4F54-8A05-20A33047A1D8

  • License Fees If so provided in the Prospectus, the Depositor may enter into a Licensing Agreement (the "Agreement") with a licensor (the "Licensor") described in the Prospectus in which the Trust(s), as consideration for the licenses granted by the Licensor for the right to use its trademarks and trade names, intellectual property rights or for the use of databases and research owned by the Licensor, will pay a fee set forth in the Agreement to the applicable Licensor or the Depositor to reimburse the Depositor for payment of the expenses. If the Agreement provides for an annual license fee computed in whole or part by reference to the average daily net asset value of the Trust assets, for purpose of calculating the accrual of estimated expenses such annual fee shall accrue at a daily rate and the Trustee is authorized to compute an estimated license fee payment (i) until the Depositor has informed the Trustee that there will be no further deposits of additional Securities, by reference to an estimate of the average daily net asset value of the Trust assets which the Depositor shall provide the Trustee, (ii) thereafter and during the calendar quarter in which the last business day of the period described in clause (i) occurs, by reference to the net asset value of the Trust assets as of such last business day, and (iii) during each subsequent calendar quarter, by reference to the net asset value of the Trust assets as of the last business day of the preceding calendar quarter. The Trustee shall adjust the net asset value (Trust Fund Evaluation) as of the dates specified in the preceding sentence to account for any variation between accrual of estimated license fee and the license fee payable pursuant to the Agreement, but such adjustment shall not affect calculations made prior thereto and no adjustment shall be made in respect thereof. (17) Sections 2.05(a) and 2.05(b) are hereby amended and replaced in their entirety with the following:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!