Assignment of License Rights Sample Clauses

Assignment of License Rights. The right of a Party to assign its (and its Affiliates’) licenses (and the associated license rights) granted to it herein in their entirety is provided by Article 3. A Party and its Affiliates shall have the right to assign the one or more portions of the licenses (and the associated license rights) granted to it in Sections 2.2 and 2.3 (“License Portion(s)”) that are applicable to any one or more portions of its businesses or any of its Solution-lines (“Sale Portion(s)”), in all cases, in conjunction with the sale of all or substantially all of the assets or equity of or for such
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Assignment of License Rights. Seller shall have delivered to the Purchaser valid and binding assignments (the "License Assignments") of all Proprietary Rights of which Seller is the licensee included in the Assets, duly consented to by all licensors of Proprietary Rights, including, without limitation the GEOS(R) License Agreement, pursuant to which Seller shall convey to Purchaser all of its right, title and interest in and to the Proprietary rights of which Seller is a licensee, as contemplated hereby.
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Assignment of License Rights. Mindspeed or a Mindspeed Subsidiary may assign any or all of its rights under the license granted in Section 5.03(a)(i) (other than the right to sublicense provided in Section 5.03(a)(iv)) to any entity that is, at the time of such assignment, a direct or indirect wholly-owned subsidiary of Mindspeed. Except as expressly provided in the preceding sentence and in Section 5.03(a)(iv), and notwithstanding anything to the contrary in this Agreement, neither Mindspeed nor any Mindspeed Subsidiary may assign or otherwise transfer any of its rights under such license (whether in insolvency proceedings, in corporate mergers, by acquisition or other change of control or otherwise), and any purported assignment or transfer in violation hereof will be null and void. Mindspeed or a Mindspeed Subsidiary may assign any or all of its rights under any sublicense of third-party Intellectual Property granted in Section 5.03(a)(ii) to the maximum extent (and solely to this extent) allowed under, and subject to all applicable terms, conditions, limitations and requirements of, the Contract pursuant to which such third-party Intellectual Property is licensed to Conexant or a Conexant Subsidiary. 42
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Assignment of License Rights. Conexant or a Conexant Subsidiary may assign any or all of its rights under the license granted in Section 5.03(b)(i) (other than the right to sublicense provided in Section 5.03(b)(iv)) to any entity that is, at the time of such assignment, a direct or indirect wholly-owned subsidiary of Conexant. Except as expressly provided in the preceding sentence and in Section 5.03(b)(iv), and notwithstanding anything to the contrary in this Agreement, neither Conexant nor any Conexant Subsidiary may assign or otherwise transfer any of its rights under such license (whether in insolvency proceedings, in corporate mergers by acquisition or other change of control or otherwise), and any purported assignment or transfer in violation hereof will be null and void. Conexant or a Conexant Subsidiary may assign any or all of its rights under any sublicense of third-party Intellectual Property granted in Section 5.03(b)(ii) to the maximum extent (and solely to this extent) allowed under, and subject to all applicable terms, conditions, limitations and requirements of, the Contract pursuant to which such third-party Intellectual Property is licensed to Mindspeed or a Mindspeed Subsidiary.
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Assignment of License Rights. The right of a Party to assign its (and its Affiliates’) licenses (and the associated license rights) granted to it herein in their entirety is provided by Article 3. A Party and its Affiliates shall have the right to assign the one or more portions of the licenses (and the associated license rights) granted to it in Sections 2.3 and 2.4 (“License Portion(s)”) that are applicable to any one or more portions of its businesses or any of its Solution-lines (“Sale Portion(s)”), in all cases, in conjunction with the sale of all or substantially all of the assets or equity of or for such Sales Portion(s) to an acquirer (which as used in this Section 2.7 shall be referred to as the “assignee”, and each assigning Party or any of its Affiliates, as the case may be, shall be referred to in this Section 2.7 as the “assignor”), but only to the extent to which such licenses are applicable to the Solutions, Technology and Business Operations of the Sales Portion(s) that are acquired as of the date of the assignment (“Acquired ST&B”) and not any future or further Natural Evolutions thereof unless they are specifically tied to and based on the Acquired ST&B (where for further clarity, such licenses (and the associated license rights) shall not apply to (i) any existing Solutions, Technology or Business Operations of the assignee, (ii) any Improvements of or to any existing Solutions, Technology or Business Operations of the assignee, or (iii) any new Solutions, Technology or Business Operations of the assignee, except in the case of each of Section 2.7(a)(ii) and Section 2.7(a)(iii) that are specifically tied to and based on the Acquired ST&B). For further clarity, any assignment under this Section 2.7(a) must be of the applicable license rights granted in both Sections 2.3 and 2.4. The license rights granted in either of those Sections are not assignable individually or separately.
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Assignment of License Rights. At the Closing, Bank of America will assign or cause to assign or cause its Affiliates to assign to Purchaser the Digex Server Contract and the Informix License Agreement referred to on Schedule 2.3(m)(i). With regard to the in-licensed intellectual property rights listed in Schedule 2.3(m)(i) and not specifically referred to in the preceding sentence, Bank of America agrees to use its best efforts to assign or cause its Affiliates to assign to Purchaser such additional in-licensed intellectual property rights.
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Assignment of License Rights. Any and all license rights under this Agreement or any Work Statement issued under the Master Agreement may be assigned by ADLABS to a successor to its business, whether by merger, stock or asset acquisition, without SUMMUS' consent, provided that (1) ADLABS provides SUMMUS with thirty (30) days' prior written notice of such proposed assignment, and (2) the proposed acquirer (i) is at least as financially stable as ADLABS, in the judgment of SUMMUS, and (ii) is not a competitor of SUMMUS in the judgment of Summus (such a successor being an "Approved Successor"). Any such assignment shall constitute only a nonexclusive license and shall not, under any circumstance, constitute an exclusive license to such acquirer without the prior written consent of SUMMUS, except to the extent provided in Paragraph 2.5. ADLABS may also sublicense the SUMMUS Technology to its Affiliated Entities only; provided, however, that if ADLABS divests an Affiliated Entity, the sublicense shall automatically terminate; provided that ADLABS may grant a sublicense to the acquirer or the divested entity only with the prior written consent of SUMMUS, which may be withheld by SUMMUS in its discretion. Any assignment or sublicense by ADLABS under this paragraph shall be further conditioned upon the assignee or sublicensee accepting, in writing, the obligations of ADLABS as if such assignee or sublicensee were a party to this Agreement. Any sublicense under this Section 2.3 shall not relieve ADLABS of its obligations under this License Agreement.
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Assignment of License Rights 
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Related to Assignment of License Rights

  • Grant of License Subject to the terms and conditions of this Agreement, BCBSA hereby grants to the Controlled Affiliate the exclusive right to use the licensed Marks and Names in connection with and only in connection with those life insurance and related services authorized by applicable state law, other than health care plans and related services (as defined in the Plan's License Agreements with BCBSA) which services are not separately licensed to Controlled Affiliate by BCBSA, in the Service Area served by the Plan, except that BCBSA reserves the right to use the Licensed Marks and Name in said Service Area, and except to the extent that said Service Area may overlap the area or areas served by one or more other licensed Blue Shield Plans as of the date of this License as to which overlapping areas the rights hereby granted are non-exclusive as to such other Plan or Plans and their respective Licensed Controlled Affiliates only. Controlled Affiliate cannot use the Licensed Marks or Name outside the Service Area or, anything in any other license to Controlled Affiliate notwithstanding, in its legal or trade name.

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

  • Grant of License to Use Intellectual Property For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

  • Grant of Licenses Subject to the terms and conditions of this Agreement, Licensor hereby grants to Yahoo, under Licensor's Intellectual Property Rights:

  • Grant of License to Use Intellectual Property Collateral For the purpose of enabling Agent to exercise rights and remedies under Section 7 hereof (including, without limiting the terms of Section 7 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral) at such time as Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Agent, for the benefit of Agent and Lenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

  • License Rights The rights granted herein in favor of each Service Recipient are in the nature of a license and shall not create any leasehold or other estate or possessory rights in Shared Real Property, and if the license granted under this Article III expires or is terminated, the Service Recipient shall vacate the Shared Real Property, and any occupancy or activity of the Service Recipient thereafter in the Shared Real Property shall be considered a trespass.

  • Sublicense Rights Subject to the terms and conditions of this Agreement, Astellas shall have the right to grant sublicenses of the rights granted to it under Section 3.1.1 and 2.5.3(c) through multiple tiers to its Affiliates, provided that Astellas shall be and remain responsible for performance of all its obligations under this Agreement, and any action by an Affiliate shall be deemed an action by Astellas for which it is responsible. Astellas and its Affiliates may grant sublicenses through multiple tiers to Third Parties (a) whose primary business is contract manufacturing, solely for manufacturing and supplying Licensed Compound or Product to Astellas or any Related Party or (b) to a subcontractor to perform Astellas’s assigned responsibilities under this Agreement or any Research Plan, Development Plan or Co-Promotion Plan. All other sublicenses to be granted by Astellas or any Astellas Affiliate in the Joint Development Territory prior to […***…] will require prior written approval from Ambit, which shall not be unreasonably withheld or delayed, provided that in the event such sublicense is to all of Astellas’s rights in the U.S. or the Joint Development Territory to a Person who is not an Astellas Affiliate such approval shall be at Ambit’s sole discretion. In the case of sublicenses pursuant to the immediately preceding sentence above, Astellas shall provide to Ambit, upon Ambit’ written request, a copy of all executed agreements in which rights granted by Ambit under this Agreement are sublicensed (and Astellas shall have the right to make reasonable redactions prior to providing such agreements(s)). Ambit shall treat all such sublicense agreements as Astellas’s Confidential Information. Astellas or its Affiliates may grant sublicenses (i) in the Joint Development Territory at any time after the first NDA Submission in the Joint Development Territory, provided that, with respect to each applicable Product in the U.S., the Required Exercise Date has occurred and Ambit has not exercised the Co-Promotion Option or the Co-Promotion Term has expired or terminated and (ii) outside the Joint Development Territory, in each case ((i) and (ii)) through multiple tiers of Sublicensees without Ambit’s approval. Each sublicense granted by Astellas pursuant to this Section 3.1.2 shall be subject and subordinate to the terms and conditions of this Agreement. Any sublicense granted by Astellas shall impose on the Sublicensee obligations consistent with the terms and conditions of this Agreement, with each Sublicensee being required to comply with the obligations under this Agreement applicable to Sublicensees, and also to comply with the generally-applicable obligations of this Agreement that are appropriate for application to Sublicensees. Astellas shall ensure that all Persons to which it (or its Affiliate) grants sublicenses comply with all applicable terms and conditions of this Agreement, and Astellas shall be responsible for any failure of any such Sublicensee to comply with such terms or conditions, with the further understanding that any action or omission by any such Sublicensee that, if committed by Astellas would be a breach of this Agreement (with respect to those country(ies)) in which such Sublicensee is sublicensed), will be deemed a breach by Astellas of this Agreement (with respect to those country(ies) in which such Sublicensee is sublicensed) for which Astellas is responsible. Without limiting the foregoing, no sublicense shall modify Ambit’s rights or obligations under this Agreement (including Ambit’s Co-Promotion rights). Without limiting the foregoing, any sublicense agreement shall contain the following provisions, as applicable: (i) a requirement that such Sublicensee submit applicable Net Sales or other reports consistent with those required hereunder; (ii) audit requirements similar to those set forth in this Agreement; and (iii) a requirement that such Sublicensee comply with the confidentiality provisions of Article 6 with respect to Ambit’s Confidential Information.

  • Assignment of Rights Borrower acknowledges and understands that Agent or Lender may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”). After such assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by Agent or Lender shall relieve Borrower of any of its obligations hereunder. Lender agrees that in the event of any transfer by it of the Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon.

  • GRANT OF LICENCE 2.1 Subject to the provisions of this Agreement and the surviving provisions of the CTOA, CRT hereby grants to the Company:

  • Assignment of Patents Seller hereby sells, assigns, transfers and conveys to Purchaser all right, title and interest in and to the Assigned Patent Rights and at Closing will provide Purchaser with the Executed Assignment for the Assigned Patent Rights.

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