CORNELL PATENT LICENSE RELATING TO DOCKET NO. D-4416 Sample Clauses

CORNELL PATENT LICENSE RELATING TO DOCKET NO. D-4416. (a) The Parties acknowledge and agree that certain rights granted to Prolias pursuant to a certain Amended and Restated License Agreement between Prolias and Cornell University for Docket No. D-4416, dated August 16, 2013 (the “D-4416 License”), have potential value that is not readily ascertainable as of the Effective Date. Accordingly, the Parties agree that any actions taken by Prolias or PDI after the Effective Date to monetize such rights under the D-4416 License (including, without limitation, commercialization efforts, the initiation of any Legal Proceeding and any favorable resolution of such Legal Proceeding, or the transfer, assignment, sale, licensing or sub-licensing of such rights) shall be for the mutual benefit of PDI and the Prolias Shareholders. Accordingly, the Parties agree that any and all proceeds generated by such monetization efforts under the D-4416 License shall be used first to reimburse any actual, out-of-pocket expenses paid by PDI, Prolias and/or Xxxxxxxxx in furtherance of such monetization efforts (including any payments made to Cornell University under the D-4416 License) (all such amounts to be reimbursed pro rata based on the total amount of expenses paid by each) until such time as all costs and expenses incurred by PDI, Prolias and/or Xxxxxxxxx in connection with such monetization efforts have been paid in full, and any remaining profits shall be split equally and paid 50% to PDI and 50% to Xxxxxxxxx (in his capacity as a representative of the Prolias Shareholders for further distribution to the Prolias Shareholders). For purposes of the preceding sentence, “proceeds” generated by such monetization efforts shall not include increased sales of Licensed Products resulting from the D-4416 License, such as, for example, limiting sales of products that would otherwise compete with Licensed Products.
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Related to CORNELL PATENT LICENSE RELATING TO DOCKET NO. D-4416

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

  • Covenants Relating to Patents and Trademarks (i) (A) Continue to use each Material Trademark in full force free from any claim of abandonment for non-use, unless such Material Trademark is abandoned or no longer used in the ordinary course of business, (B) maintain as in the past the quality of products and services offered under such Material Trademark, (C) employ such Material Trademark with the appropriate notice of registration, (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Material Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to this Security Agreement, and (E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Material Trademark may become invalidated.

  • Enforcement of Licensed Patents Each party shall promptly notify the other in writing of any alleged or threatened infringement of any Patent included in the Licensed Patents of which such party becomes aware.

  • Patent License Licensor hereby grants to Licensee an exclusive, royalty-bearing, non-transferable license under the Licensed Patents to make, offer to sell, sell and export Licensed Products within the Field of Use and subject to the Field of Use Restrictions. This license shall not include the right to grant sublicenses.

  • Covenants Relating to Copyrights (i) Employ the Copyright for each material Work with such notice of copyright as may be required by law to secure copyright protection.

  • 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.

  • Development License A non-transferable (except as provided in Section 17.1 (Assignment)), sublicensable (subject to Section 11.2.5 (Voyager Sublicense Rights)), worldwide, non-exclusive, royalty-free license under the Genzyme Technology, Genzyme Collaboration Technology and Genzyme’s interest in the Joint Collaboration Technology to (a) Develop the Split Territory Licensed Products and conduct such Split Territory Licensed Program inside and outside the Voyager Territory for Commercialization of such Split Territory Agreement Products in the Field in the Voyager Territory, and (b) Manufacture the Split Territory Licensed Products inside or outside of the Voyager Territory for the purposes of such Development, in each case (a) and (b) as and to the extent set forth in any Global Development Plan or Voyager Territory Development Plan.

  • Patent Licenses (a) Upon payment of the applicable fees as set forth in Appendix B3 and subject to the provisions of this Agreement, Lucent hereby grants to Company during the License Term, a personal, non-transferable (except as permitted in Section 5.08) and non-exclusive license (without any right to sublicense) under (a) patents and/or patent applications listed in Appendix C, (b) patents on sole inventions (as defined in Section 2.03(a) owned by Lucent, to (i) perform the Development Project during the Development Period, and (ii) to make, have made, use, lease, sell, offer to sell and import Licensed Product.

  • Trademark License Agreement Buyer shall have executed and delivered to Sellers the Trademark License Agreement.

  • License of Data; Warranty; Termination of Rights A. The valuation information and evaluations being provided to the Trust by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets and reporting to regulatory bodies (the “License”). The Trust does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Trust’s right to use the Data cannot be passed to or shared with any other entity. The Trust acknowledges the proprietary rights that USBFS and its suppliers have in the Data.

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