Additional In-Licenses Sample Clauses

Additional In-Licenses. During the Term, Voyager shall not enter into any license agreement with a Third Party with respect to the SMA Agreement Program or any SMA Agreement Product without the prior written consent of Genzyme. If Genzyme exercises the Co-Co Option, following the Option Exercise Date for the HD Licensed Program, Voyager shall not enter into any license agreement with a Third Party with respect to the HD Licensed Program or any HD Licensed Product in the Genzyme Territory without the prior written consent of Genzyme. During the Term, neither Party CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. shall enter into a license agreement with a Third Party with respect to any Split Territory Agreement Program or any Split Territory Agreement Products in the other Party’s Territory without the prior written consent of such other Party. Notwithstanding the foregoing, nothing in this Section 13.6.6 shall restrict either Party’s right to enter into a license agreement with a Third Party for any intellectual property rights that may be reasonably necessary or useful for any other product or program of such Party.
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Additional In-Licenses. During the Term, neither Party shall enter into a license agreement with a Third Party with respect to any Drug Candidate, Licensed Drug Candidate or any Licensed Products in the other Party’s Territory without the prior written consent of such other Party; provided that Repare may do so if Repare makes the intellectual property rights under such license agreement available to Ono pursuant to Section 10.1 (License Grants to Ono). Notwithstanding the foregoing, nothing in this Section 12.5.4 shall restrict either Party’s right to enter into a license agreement with a Third Party for any intellectual property rights that may be reasonably necessary or useful for any other product or program of such Party.
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Additional In-Licenses a. Dicerna shall have the option, exercisable during the Term upon written notice to Alnylam, and on an Additional Alnylam In-License by Additional Alnylam In-License basis, to expand the definition of Alnylam Licensed Patent Rights under this Agreement to include the Patent Rights Controlled by Alnylam under such Additional Alnylam In-License. Upon receipt of such written notice from Dicerna, such agreement will thereafter be included within the definition of the Alnylam Existing Third Party Agreements, and all rights granted to Alnylam thereunder will be deemed to be “Controlled” by Alnylam and sublicensed to Dicerna under this Agreement effective as of the date of such written notice, and Exhibit A will be updated accordingly. For the avoidance of doubt, in no event shall this Section 2.5.2 (a) permit the Alnylam Licensed Patent Rights to expand to include (i) any Patent Rights Covering [* * *] or (ii) any Patent Rights licensed to Alnylam [* * *]. b. Alnylam shall have the option, exercisable during the Term upon written notice to Alnylam, and on an Additional Dicerna In-License by Additional Dicerna In-License basis, to expand the definition of Dicerna Licensed Patent Rights under this Agreement to include the Patent Rights Controlled by Dicerna under such Additional Dicerna In-License. Upon receipt of such written notice from Alnylam, such agreement will thereafter be included within the definition of the Dicerna Existing Third Party Agreements, and all rights granted to Dicerna thereunder will be deemed to be “Controlled” by Dicerna and sublicensed to Alnylam under this Agreement effective as of the date of such written notice, and Exhibit B will be updated accordingly. For the avoidance of doubt, in no event shall this Section 2.5.2(b) permit the Dicerna Licensed Patent Rights to expand to include any Patent Rights Covering [* * *]
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Additional In-Licenses. In the event that a first Party determines that there is a Patent or other intellectual property that is licensed to such first Party or its Affiliates by a Third Party under a sublicensable license agreement, which Patent or intellectual property is sublicensed to the other Party hereunder (such as, in the case of Xxxxxxx as the first Party, the Existing RPV Licenses) or for which such first Party has obligations to such Third Party under such license agreement that would be, to the first Party’s good faith knowledge, triggered by any activities conducted hereunder by the other Party (such as, in the case of Gilead, the Existing Gilead Licenses), then such first Party shall promptly notify the other Party and the Parties shall promptly thereafter negotiate and agree on and set forth in writing, (a) either (i) in the case of such a license agreement of Xxxxxxx, an amendment to the Xxxxxxx In-License Requirements, or (ii) in the case of such a license agreement of Gilead, an amendment to the Gilead In-License Requirements; and (b) an amendment to this Agreement to the extent that a sublicense to the other Party is necessary. For clarity, upon entering into such amendment(s) under this Section 9.5.4, the at-issue Third Party license agreement shall be deemed an “In-License Agreement.” Each Party shall only be bound by any In-License Requirement on and after the date on which such In-License Requirement has been disclosed to such Party and only for so long as such Party is a sublicensee under the applicable In-License Agreement or conducting activities in accordance with this Agreement that trigger the other Party’s obligations under the applicable In-License Agreement and only for so long as the In-License Requirement is required by the applicable In-License Agreement. [*]. Upon the request of either Party, the other Party shall disclose to the requesting Party the applicable financial terms of any Existing Gilead License (in the case the requested Party is Gilead), any Existing RPV License (in the case the requested Party is Xxxxxxx) and any In-License Agreement of such requested Party entered into after the Restatement Effective Date that would require the requesting Party to pay a royalty or other monetary compensation after expiration of the Agreement with respect to such country; provided that such request by the requesting Party may be made no earlier [*].
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Additional In-Licenses. During the Term, Black Belt will not, and will cause its Affiliates to not, enter into any agreement or arrangement pursuant to which Black Belt would Control any Black Belt Technology, without CASI’s prior written consent.
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Related to Additional In-Licenses

  • Other Licenses Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either Party any license or other right except the licenses and rights expressly granted under this Agreement.

  • FCC Licenses (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except as otherwise set forth on Schedule 5.22(c), no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entity, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast License. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Permits/Licenses Contractor and all Contractor’s employees or agents shall secure and maintain in force such permits and licenses as are required by law in connection with the furnishing of services pursuant to this Contract.

  • Third Party Licenses If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

  • Licenses Awarded Vendor shall maintain, in current status, all federal, state and local licenses, bonds and permits required for the operation of the business conducted by awarded Vendor. Awarded Vendor shall remain reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the Agreement. TIPS and TIPS Members reserves the right to stop work and/or cancel an order or terminate this or any other sales Agreement of any awarded Vendor whose license(s) required for performance under this Agreement have expired, lapsed, are suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Governmental Authorizations Any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, or exemption or other action of, any governmental, administrative or regulatory authority, domestic or foreign, that was or is required in connection with the valid execution, delivery, acceptance and performance by such Member under this Agreement or consummation by such Member (or any of its Affiliates) of any transaction contemplated hereby has been completed, made or obtained on or before the date hereof.

  • Licenses and Registrations It has all governmental, regulatory, self-regulatory, and exchange licenses, registrations, memberships, and approvals required to act as investment adviser to the Fund and it will obtain and maintain any such required licenses, registrations, memberships, and approvals.

  • Software Licenses Seller has all necessary licenses to use all material third-party software used in Seller's business, and Seller's use of third-party software does not infringe the rights of any Person.

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