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By Intuitive Sample Clauses

By Intuitive. Intuitive hereby represents, warrants and covenants as follows: (a) Intuitive is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. (b) The execution, delivery and performance of this Agreement by Intuitive (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action on Intuitive’s part, and (iii) do not and shall not contravene or constitute a default under any law or regulation, any judgment decree or order, or any contract, agreement or other undertaking applicable to Intuitive. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (c) Intuitive has the full right and authority to grant the rights and licenses granted (and/or confirmed) by Intuitive to Xxxx under this Agreement. (d) Intuitive has the full right and authority to agree to the modifications and clarifications to the Intuitive-Xxxx Agreement as provided by Sections 2.2(b), 2.2 (f) and 2.2(g) of this Agreement.
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By Intuitive. Intuitive hereby represents, warrants and covenants as follows: (a) Intuitive is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. (b) The execution, delivery and performance of this Agreement by Intuitive (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action on Intuitive’s part, and (iii) do not and shall not contravene or constitute a default under, and are not and shall not be inconsistent with, any law or regulation, any judgment, decree or order, or any contract, agreement or other undertaking applicable to Intuitive. (c) Intuitive has the full right and authority to grant the rights and licenses granted by Intuitive to Xxxxxx herein. (d) Intuitive has not granted any right, license, or interest in, to or under the Intuitive Cross-Licensed IP or Intuitive-Xxxx IP inconsistent with the rights and licenses granted to Xxxxxx in this Agreement. (e) To the best of Intuitive’s knowledge as of the Effective Date, there are no actions, suits, investigations, claims or proceedings pending or threatened against Intuitive relating to the Intuitive Cross-Licensed IP or Intuitive-Xxxx IP. (f) Aside from the Intuitive-Xxxx Agreement and the Intuitive-Xxxx License, there are no agreements between Xxxx and Intuitive as of the Effective Date with respect to FOSSL Technology or that would restrict or prevent the granting of the licenses granted by Xxxx to Intuitive in Section 2.1 of the Intuitive-Xxxx License or the granting of the corresponding license granted by Xxxx to Xxxxxx in Section 2.1 of the Xxxxxx-Xxxx License. (g) Aside from the Amendment (which shall be consistent with Section 2.9) and an amendment to change the engineering specifications, there are no amendments or modifications to the 2007 Intuitive-Xxxx Agreement as of the Effective Date with the exception of changes to the Milestones and Xxxx Product Specifications. (h) Intuitive agrees not to not amend the Intuitive-Xxxx Agreement or the Intuitive-Xxxx License in a way that would (i) terminate or rescind the licenses granted to Xxxxxx in Section 2.1 of the Xxxxxx-Xxxx License, (ii) conflict with the provisions in Article 5 of the Xxxxxx-Xxxx License or the patent enforcement provisions of the Development and Supply Agreement, or (iii) restrict or prohibit Xxxx from developing or manufacture products for Xxxxxx under, or otherwise performing its obligations under, the Development and Supply Agreeme...
By Intuitive. Intuitive hereby grants to Xxxxxx and its Affiliates (a) a non-exclusive, worldwide, transferable (subject to Section 6.3), royalty-free, fully paid-up, perpetual and irrevocable license (with the right to sublicense through one or multiple tiers) under the Intuitive Cross-Licensed IP to research, develop, make, have made, use, have used, import, sell, have sold and otherwise commercialize and exploit Xxxxxx Products (and SDOF Medical Robotics for purposes of Xxxxxx’x right to grant naked sublicenses as described below), in each case solely within the Medical Robotics Field; and (b) a co-exclusive worldwide, transferable (subject to Section 6.3), royalty-free, fully paid-up, perpetual and irrevocable license under the Intuitive-Xxxx IP to research, develop, make, have made, use, have used, import, sell, have sold and otherwise commercialize and exploit Products, in each case solely within the Medical Robotics Field with co-exclusive meaning that Intuitive and Xxxxxx shall each enjoy all the rights of an exclusive licensee (but for the rights of the other) except that Xxxxxx’x right to sublicense is limited to the following. The foregoing licenses in both (a) and (b) include the right to sublicense (through one or multiple tiers) the Intuitive Cross-Licensed IP and the Intuitive-Xxxx IP within the Medical Robotics Field solely in connection with the development, manufacture, use or sale of Xxxxxx Products (i.e., no naked sublicenses are allowed) except that with respect to SDOF Medical Robotics, Xxxxxx will have the sole right to grant naked sublicenses to third parties (without any restrictions or interference from either Intuitive or Xxxx). Intuitive remains free to license the Intuitive Cross-Licensed IP to other parties in its sole discretion without restriction hereunder but, consistent with the co-exclusive grant above, Intuitive may only license the Intuitive-Xxxx IP within the Medical Robotics Field solely (i) to Affiliates generally for any purpose, and/or (ii) in connection with the development, manufacture, use or sale of Intuitive Products. For the avoidance of doubt, third parties developing or making Products for Xxxxxx or its Affiliates (such as Xxxx) within the Medical Robotics Field may do so under the foregoing licenses without the need for the grant of a sublicense to Xxxx or such other third party.
By Intuitive. Intuitive warrants and represents to Xxxx that (i) Intuitive has the full right and authority to enter into this Agreement and grant the licenses granted herein; (ii) Intuitive has no outstanding encumbrances or agreements, including any agreements with academic institutions, universities or other third parties which would be inconsistent with the licenses granted herein; and (iii) to Intuitive’s knowledge on the Effective Date, there are no actions, suits or claims pending against it with respect to its right to enter into and perform its obligations under this Agreement.

Related to By Intuitive

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • WHEXXXX xs xxxx of a plan of reorganization, RESTART PARTNERS., L.P., a Delaware Limited Partnership ("Restart"), may acquire an ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • Research Use The Requester agrees that if access is approved, (1) the PI named in the DAR and (2) those named in the “Senior/Key Person Profile” section of the DAR, including the Information Technology Director and any trainee, employee, or contractor1 working on the proposed research project under the direct oversight of these individuals, shall become Approved Users of the requested dataset(s). Research use will occur solely in connection with the approved research project described in the DAR, which includes a 1-2 paragraph description of the proposed research (i.e., a Research Use Statement). Investigators interested in using Cloud Computing for data storage and analysis must request permission to use Cloud Computing in the DAR and identify the Cloud Service Provider (CSP) or providers and/or Private Cloud System (PCS) that they propose to use. They must also submit a Cloud Computing Use Statement as part of the DAR that describes the type of service and how it will be used to carry out the proposed research as described in the Research Use Statement. If the Approved Users plan to collaborate with investigators outside the Requester, the investigators at each external site must submit an independent DAR using the same project title and Research Use Statement, and if using the cloud, Cloud Computing Use Statement. New uses of these data outside those described in the DAR will require submission of a new DAR; modifications to the research project will require submission of an amendment to this application (e.g., adding or deleting Requester Collaborators from the Requester, adding datasets to an approved project). Access to the requested dataset(s) is granted for a period of one (1) year, with the option to renew access or close-out a project at the end of that year. Submitting Investigator(s), or their collaborators, who provided the data or samples used to generate controlled-access datasets subject to the NIH GDS Policy and who have Institutional Review Board (IRB) approval and who meet any other study specific terms of access, are exempt from the limitation on the scope of the research use as defined in the DAR.

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Antivirus software All workstations, laptops and other systems that process and/or store PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY must have installed and actively use comprehensive anti-virus software solution with automatic updates scheduled at least daily.

  • Manufacturing Technology Transfer Except as the Committee ------------ --------------------------------- may otherwise agree in writing, in order to effectuate an orderly transition of the uninterrupted availability of Product to LILLY for purposes contemplated under this Agreement, MEGABIOS, at least ninety (90) days prior to completion of the Project or completion of Phase I Clinical Trials, whichever is earlier, shall transfer to LILLY all information and instructions concerning the manufacturing process and related matters in MEGABIOS' possession which may be necessary for LILLY to manufacture Product (including information regarding obtaining necessary Lipids related thereto) for clinical trials and commercialization as contemplated hereunder including, but not limited to, analytical and manufacturing methods. MEGABIOS shall also provide assistance (in the form of consultation) to LILLY with respect to manufacturing matters for a period of [ * ] months after completion of the initial transfer of information and instructions as provided below. Such transfer and assistance by MEGABIOS will be referred to herein as the "Manufacturing Transfer." All such information, methods and instructions transferred to LILLY under this Section 4.3 shall be referred to herein as the "Manufacturing Information," and shall be maintained in confidence by LILLY pursuant to Section 7.1, except that LILLY's obligation to maintain in confidence such Manufacturing Information shall survive for ten (10) years following expiration or termination of this Agreement. LILLY agrees that it will use all such transferred Manufacturing Information only for the manufacture of the Products and shall not disclose or transfer such Manufacturing Information to any third party manufacturer except as provided in Section 2.10. MEGABIOS shall provide, and bear its costs for, up to [ * ] FTEs for a period of up to [ * ] months [ * ] in aggregate) to accomplish the Manufacturing Transfer. Such FTEs, at LILLY's request, shall include visits to LILLY's facilities by MEGABIOS personnel including up to [ * ] from MEGABIOS' head of manufacturing. MEGABIOS shall furnish any additional reasonable assistance beyond the assistance described above regarding manufacturing matters that LILLY may request and that MEGABIOS is able to provide, for up to [ * ] after the initial transfer of Manufacturing Information, providing that LILLY [ * ] incurred with respect to such additional assistance.

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third- party claim.

  • Equipment and Software To use the Mobile Remote Deposit Services, you must obtain and maintain at your expense, compatible equipment and software that we may specify from time to time.

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