Invalid clauses If any part of the contract is found by any court or similar authority to be invalid, illegal or unenforceable, that part shall be struck out, but the rest of the contract shall apply.
Scope of Licence 2. 1. You may only use the Licensed Content in the manner and to the extent permitted by these Ts&Cs and any applicable laws. 2. 2. A separate licence may be required for any additional use of the Licensed Material, e.g. where a licence has been purchased for print only use, separate 2. 3. Similarly, rights for additional components such as custom editions and derivatives require additional permission and may be subject to an additional fee. Please apply to 2. 4. Where permission has been granted free of charge for material in print, permission may also be granted for any electronic version of that work, provided that the material is incidental to your work as a whole and that the electronic version is essentially equivalent to, or substitutes for, the print version. 2. 5. An alternative scope of licence may apply to signatories of the STM Permissions Guidelines, as amended from time to time.
GRANT AND SCOPE OF LICENCE 1.1 In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable and non-sublicensable licence to use the Software and the Documents in the UK on the terms of this Licence.
Scope of License You are only permitted to use the Software on supported Apple mobile or hardware devices that you own or control as permitted by the Usage Rules set forth in the App Store Terms of Service.
Scope of Application Except as otherwise provided in this Agreement, the dispute settlement provisions of this Chapter shall apply with respect to the settlement of all disputes between the Parties regarding the interpretation or application of this Agreement, whenever a Party considers that the other Party has failed to carry out its obligations under this Agreement.
Grant and Scope of License 2.1 Zentaris hereby grants to AOI, and AOI hereby accepts an exclusive license to use Zentaris’ Patent Rights and Zentaris’ Know-How in the Territory to develop, have developed, manufacture, have manufactured, use, have used, sell, have sold, offer for sale, have offered for sale, import, or have imported, Perifosine and Contract Product, in accordance with the terms and conditions, and subject to the limitations of this Agreement. 2.2 AOI shall be entitled to sublicense all or any of its rights under this Agreement to any Affiliate and, in respect of the manufacture and/or commercialization of Perifosine and Contract Products, any Third Party. AOI may sublicense its rights under this Agreement in respect of the development of Perifosine and Contract Products, including activities related to the obtainment of Regulatory Approvals for Perifosine and Contract Products, to any Third Party only upon prior written consent of Zentaris, such consent only to be withheld for reasonable cause. In case AOI grants sublicenses hereunder, AOI always shall secure appropriate covenants, obligations and rights from any such sublicensee so as to ensure that such sublicensee is also able to comply with AOI’s covenants and obligations hereunder to the extent that AOI shall not be performing such covenants and obligations. AOI shall inform Zentaris of any sublicenses granted hereunder, and provide to Zentaris a copy of the sublicense agreement concluded with such sublicensee. Zentaris acknowledges that all and any information provided by AOI to Zentaris under this Section 2.2 will be deemed to be Confidential Information of AOI and will be subject to the terms of Section 12 below. 2.3 Subject to Section 2.4 below, Zentaris will not at any time during the continuance of this Agreement grant to any person, firm, corporation or entity a license to develop, manufacture, use, sell, offer for sale or import Perifosine and/ or Contract Products in the Territory. 2.4 The grant of licenses by Zentaris to AOI under Section 2.1 hereof shall not preclude Zentaris itself from utilizing Zentaris’ Patent Rights and Zentaris’ Know-How and any Improvements relating thereto for the purpose of carrying out by itself or through a University, a contract research organization or a non-profit organization (provided that a material transfer agreement is in place to protect any intellectual property rights generated) any further non-commercial exploratory and development work relating to Perifosine. If Zentaris engages a University, contract research organization or other non-profit organization to undertake such further exploratory or development work, Zentaris shall inform AOI of the nature of such engagement, including but not limited to providing brief details of the exploratory or development work to be conducted, and the name of the relevant University, contract research organization or other non-profit organization. 2.5 In furtherance of the rights and licenses granted by Zentaris to AOI under this Agreement, within thirty (30) days after the Effective Date of this Agreement, Zentaris shall furnish to AOI a data package that shall include all of Zentaris’ Know-How. AOI shall not use any of Zentaris’ Know-How furnished by Zentaris under this Section 2.5 for any purpose whatsoever, except as specifically authorized in this Agreement, or as otherwise specifically authorized in writing by Zentaris. In the event that AOI reasonably believes that Zentaris’ Know-How included in the data package furnished by Zentaris under this Section 2.5 is incomplete, AOI shall provide written notice thereof to Zentaris, and Zentaris shall furnish corrected copies of Zentaris’ Know-How within 30 days after receipt of AOI’s written notice hereunder. Zentaris shall use its reasonable endeavors to answer all questions received from AOI regarding Zentaris’ Know-How as soon as reasonably possible after receipt. However, if Zentaris foresees that specific questions of AOI will invoke significant costs and expenses for Zentaris, Zentaris shall provide AOI with an estimate of such costs and expenses. In such event, Zentaris shall only be obliged to assist AOI if AOI agrees to refund Zentaris any costs and expenses incurred in providing such assistance. 2.6 Zentaris shall execute all documents and give all declarations regarding the licenses granted hereunder and reasonably cooperate with AOI at the costs of AOI to the extent such documents, declarations and/or cooperation are required for the recordal or registration of the licenses granted hereunder at the various patent offices in the Territory for the benefit of AOI. 2.7 Other than as permitted by this Section 2 and subject to any mandatory legal provisions which may apply, AOI shall not knowingly develop, manufacture, sell, use, offer for sale or import any of the Contract Products or Perifosine for any other application or purpose whatsoever, and shall not actively promote, or solicit orders for the sale of the Contract Products outside of the Territory, without the prior written authorization of Zentaris, which Zentaris may grant or withhold in its sole discretion.
Review of legality and data minimisation (a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e). (b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
