Codiak In-Licenses Clause Samples

The "Codiak In-Licenses" clause defines how intellectual property or technology that Codiak has licensed from third parties is treated within the agreement. It typically outlines the rights and obligations of the parties regarding these in-licensed assets, such as restrictions on use, sublicensing, or the need to comply with the original licensor’s terms. This clause ensures that both parties are aware of and adhere to any limitations or requirements imposed by Codiak’s upstream licensors, thereby preventing inadvertent breaches and clarifying the scope of rights available under the agreement.
Codiak In-Licenses. The Codiak In-Licenses are: 1. Patent and Technology License Agreement with UT MD ▇▇▇▇▇▇▇▇ Cancer Center (Effective Date of November 10, 2015; provided to Jazz November 19, 2018)
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Codiak In-Licenses. (a) True, complete and correct copies of all license and other agreements regarding any intellectual property rights licensed by Codiak and its Affiliates to Jazz and its Affiliates hereunder (redacted as necessary to remove competitively sensitive financial information) (such agreements, the “Codiak In-Licenses” and such intellectual property rights, the “Codiak In-License IP”) have been provided to Jazz and all of the Codiak In-Licenses are listed on Schedule 11.2.6. (b) All Codiak In-License IP is Controlled by Codiak or its Affiliates and the rights and obligations of the Parties hereunder are fully consistent with and are not limited by the Codiak In-Licenses, including such that the rights granted to Jazz and its Affiliates hereunder to the Codiak In-License IP are no more restricted than the analogous rights granted to Jazz and its Affiliates hereunder with respect to intellectual property rights wholly owned by Codiak or its Affiliates. (c) No rights or licenses are required under the Codiak IP as it exists as of the Effective Date for Jazz or its Affiliates to Exploit the Licensed Compounds or Licensed Products as contemplated hereunder except those granted under Section 3.1. (d) Codiak and its Affiliates will not (i) commit any acts or permit the occurrence of any omissions that would cause a breach or termination of any Codiak In-License that would materially restrict Jazz’s rights under this Agreement or (ii) amend or otherwise modify, or permit to be amended or modified, any Codiak In-License in a way that would materially restrict Jazz’s rights under this Agreement without Jazz’s prior written consent. (e) The (sub)licenses granted to Codiak or its Affiliates in the Codiak In-Licenses are sublicensable to Jazz and its Affiliates as sublicensed hereunder. (f) The Codiak In-Licenses are in full force and effect, have been duly maintained, have not been cancelled, expired or abandoned, and Codiak and its Affiliates are not aware of any challenges to or violation of the rights granted thereunder by any Third Party. (g) Codiak and its Affiliates are not in breach under any Codiak In-Licenses, nor, to Codiak’s and its Affiliates’ knowledge, is any counterparty thereto, and neither Codiak nor its Affiliates have received any notice of breach under any Codiak In-Licenses and Codiak and its Affiliates do not know of any basis for any such action. (h) Codiak and its Affiliates will not use the Codiak IP set forth in Schedule 1.1.142 in conducting its a...
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Related to Codiak In-Licenses

  • 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.

  • 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.

  • Trademark Licenses (a) The Knicks hereby grant to Licensor for the Term non-exclusive royalty-free licenses by the Knicks and Team of all intellectual property owned or licensed by the Knicks or the Team, including but not limited to images, likenesses, service marks, tradenames and trademarks, for the exclusive purposes of promoting the Arena as the home arena of the Team, operating the Arena and providing the Licensor Services. Licensor’s use of such licenses shall be in accordance with and subject to League Rules and subject to the Knicks prior written approval. Licensor shall not have any right to sublicense, or seek or receive any payments from third parties specifically for the use of, the Knicks’ intellectual property, except in accordance with ARTICLE VII, it being understood that Licensor may exercise the right to promote the Arena as the home arena of the Team in places and in a manner that may also incorporate in an incidental manner promotion of Licensor’s marketing partners and sponsors (including, without limitation, use in connection with the Knicks’ intellectual property any overall Arena marketing partner(s) “lock-up logo” or naming rights, sponsored Licensor web pages and upcoming events promotions, etc.). (b) The Knicks shall be permitted to reference the Arena as their home venue on all material promoting the Team and ticket sales (and the Ticket Agent). In connection therewith, Licensor and its Affiliates hereby grant to the Knicks a non-exclusive royalty-free license to use the trademarks “MADISON SQUARE GARDEN,” “MSG,” “THE WORLD’S MOST FAMOUS ARENA” and related logos solely for such promotional purposes. The Knicks’ use of such licenses shall be subject to the Licensor’s prior written approval, not to be unreasonably withheld, conditioned or delayed. The Knicks shall not have any right to sublicense, or seek or receive any payments from third parties specifically for the use of, Licensor’s intellectual property.

  • 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.