Backup License Sample Clauses

Backup License. LTS hereby grants NeurogesX a world-wide right and license, with the right to grant and authorize sublicenses, under LTS Technology, to use, make, have made, sell, offer for sale, import, promote, market, develop, obtain regulatory approval for and otherwise commercialize Patches and any derivatives or improvements thereof made by or for NeurogesX, its Affiliates or Sublicensees, and to practice any methods, processes or procedures described or claimed therein in connection with the foregoing; provided that NeurogesX, its Affiliates or Sublicensees shall not exercise any rights set forth in this Section 6.4(d) except and until after a Failure Event and after LTS has informed NeurogesX in writing that LTS will not exercise the option set forth in Section 6.4(c), or such option or the Negotiation Period have expired and the Parties have not come to an agreement as contemplated under Section 6.4(c) above. NeurogesX shall not disclose any LTS Know-how to any third party except in connection with exercising the rights set forth in this Section 6.4(d), and subject to reasonable confidentiality obligations on the part of such third party. The license set forth in this Section 6.4(d) (the “Backup License”) shall be exclusive for any LTS patent in the Field as defined in Section 6.3 in case of a Failure Event for a period of five years, unless such LTS patent expires or is abandoned earlier. The period shall be referred to as the “Maximum Backup License Exclusivity Period.” Notwithstanding Section 6.3, this Section and subject to Section 6.4(e) below, beginning [***] months after a Force Majeure Event or a Notice of Suspension, LTS shall have the right to develop, by itself or with third parties, manufacture and supply products to [***] in the Field; provided that it does not utilize any [***] of the patent application referred to in Section 6.3(a)(2) and / or the patent possibly resulting therefrom for a period of [***] years, unless such patent expires or is abandoned earlier, it being understood that this exemption shall only pertain to the patent and the claims granted, if any. In the event NeurogesX desires at any time to have the license set forth in this Section 6.4(d) become non-exclusive, NeurogesX shall notify LTS in writing. This Section 6.4 shall be NeurogesX’s [***] for the breach of LTS’ general obligation under this Agreement to supply Patches ordered by NeurogesX, provided that LTS has employed its [***] to do so; but the foregoing shall not limit a...
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Backup License. To the extent, if any, that Section 3 does not provide Company with full ownership, right, title, and interest in and to the Work Product or any other work made for hire that is not Work Product as defined herein, I hereby grant Company a nonexclusive, perpetual, irrevocable, fully-paid, royalty-free, worldwide right to use in its business, reproduce, create derivative works from, distribute, publicly display, publicly perform, make, have made, offer for sale, sell or otherwise dispose of, import, and use the Work Product, with the right to sublicense each and every such right.
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Backup License. On Windows, the product Backup License Server, which automatically takes over the task of serving Synergy licenses if the primary license server becomes unavailable. On Unix and OpenVMS, an extra set of license configuration keys, which can be installed on a backup system, which will then be ready to take over if the license server becomes unavailable.
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Backup License. (a) Subject to the terms and conditions of this Section 5.12, Seller, on behalf of itself and its Affiliates, hereby grants and agrees to grant to Buyer, a perpetual, irrevocable, fully-paid, royalty-free, worldwide, non-exclusive, sublicensable (through multiple tiers) assignable license in the Licensed Field to exercise , all rights under the Licensed Intellectual Property including rights to use, reproduce, distribute, display, perform, and create derivative works of any Technology, and to make, have made, use, sell, offer to sell, import, export, and otherwise exploit and dispose of, and make available any Technology. “Licensed Field” means (i) the products and services of the Business as of the Closing Date and the natural evolutions thereof; and (ii) the general field of operation of the Business as of the Closing Date, based on the general nature and purpose of its products and services as of such date.
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Backup License i. Subject to the terms and conditions of this Agreement upon the occurrence of a Backup License Event, ADNAS agrees to grant, and hereby grants, to HAI and its Affiliates, with the exceptions set forth below, the Backup License solely to enable HAI to manufacture Taggant, or have Taggant manufactured, to apply Taggant and to perform the Typing Technologies, to the extent required to ensure compliance with HAI’s quality assurance protocols. The Backup License shall become effective only upon the occurrence of a Backup License Event and receipt by ADNAS of the BL Exercise from HAI. ii. In the event of a BL Exercise, HAI shall have the right to grant sublicenses under the Backup License only to (A) its Affiliates; and/or (B) Third Parties, but only to the extent such sublicense is necessary to perform the contemplated tagging and testing by using the Signature T Technology and/or the Typing Technologies, upon the terms and conditions of this Agreement. iii. The granting by HAI of sublicenses under the Signature T Technology and/or the Typing Technologies as permitted herein, shall be at the discretion of HAI, and HAI shall have the sole power to determine whether or not to grant such sublicenses. iv. A BL Exercise may occur only while a Backup License Event is continuing. From and after ADNAS’ receipt of the BL Exercise, ADNAS shall have no obligation to perform tagging and testing for HAI. In the event of a BL Exercise, ADNAS shall cooperate with HAI in effecting the transfer of such technology as is necessary or useful, and shall provide such technical assistance as may reasonable required, including, without limitation, upon the request of HAI, promptly disclosing all of the Licensed Know-How in writing to HAI and recommending suitably qualified and experienced personnel for undertaking the responsibilities described above. v. HAI shall not exercise the Backup License granted above unless and until the occurrence of any one of the following events: a. ADNAS ceases its business operations generally or is the subject of a petition in bankruptcy or for reorganization or receivership, or ceases to function as a going concern or to conduct its operations in the normal course of business as previously conducted; b. ADNAS ceases the manufacture of Taggant, or informs HAI of ADNAS’ intention to cease using the Signature T Technology; or c. subject to Section 23 below, within any period of two (2) consecutive calendar months, ADNAS fails to perform tagging and/or ...
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Backup License. In the event a Failure Event described in Section 13 of Exhibit 7.5 has occurred prior to the Parties’ entry into a Commercial Supply Agreement, then Section 13 of Exhibit 7.5 shall become effective and binding on the Parties as if it were incorporated into, and re-stated in its entirety in this Section 7.6(b) of this Agreement.
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Backup License. The BackUp License is hereby amended as follows (all references are to Section numbers in the BackUp License): (a) Sections 2.1 and 2.2 are deleted. (b) The following is inserted as Section 2.1. NHL grants to CTI a license, subject to Section 2.3, upon the same terms and conditions set forth in the License Agreement, as such terms and conditions would read if “NHL” were substituted for and in place of “NeuroSpheres”. (c) Section 2.2 is intentionally left blank. (d) Any reference to the “Research and License Agreement” shall mean a reference to this Agreement. (e) Any reference to a defined term shall mean a reference to a defined term under this Agreement. (f) Section 5.1 (b) is deleted.
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Backup License 
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Related to Backup License

  • Documentation License Subject to the terms of this Agreement, Flock hereby grants to Agency a non- exclusive, non-transferable right and license to use the Documentation during the Term in connection with its use of the Services as contemplated herein, and under Section 2.5 below.

  • Patent License For patent claims including, without limitation, method, process, and apparatus claims which You or Your Affiliates own, control or have the right to grant, now or in the future, You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sublicensees, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combination). This license is granted only to the extent that the exercise of the licensed rights infringes such patent claims; and provided that this license is conditioned upon compliance with Section 2.3.

  • Research License Each Collaborator shall allow the other Collaborator to practice any of its Non- Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial application(s) of Non-Subject Inventions, a license must be obtained from the owner.

  • Server License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license to internally use and install the Software on the number of Server(s) listed in the Order Form for Commercial purposes. Unless stated otherwise in the Order Form, for the purposes of this license grant, you may install the Software on one (1) Machine as a substitute for, and not in addition to, one (1) Server. The total count of Server(s) where the Software is installed must not exceed the number of licenses purchased on the applicable Order Form(s).

  • Development License Subject to the terms and conditions of this XXXX, You are licensed to perform an installation of the SOFTWARE for an unlimited use in designing, testing and creating Developed Software by unlimited Developers on one or more computers.

  • License IO, which owns certain intellectual property rights to the name “Masterworks” hereby grants the Company effective upon the commencement of the Offering, a non-exclusive, royalty free license to use the name “Masterworks”. Other than with respect to this license, the Company will have no legal right to use the “Masterworks” name. In the event that the Administrator ceases to administer the Company’s operations, the Company will be required to change its name to eliminate the use of “Masterworks”.

  • SOFTWARE PRODUCT LICENSE The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party. 20.2 Except at otherwise expressly provided in this Agreement, no license under patents, copyrights or any other Intellectual Property right (other than the limited license to use consistent with the terms, conditions and restrictions of this Agreement) is granted by either Party or shall be implied or arise by estoppel with respect to any transactions contemplated under this Agreement.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • Site License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license to internally use and install the Software on any number of Development Workstations, Machines, Servers or users at a single Site as listed in the Order Form for Commercial purposes.

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