Covenants of Licensor. In addition to and without limiting any other covenants contained in this Agreement, Licensor, on behalf of itself and its Affiliates, further covenants as follows:
(a) it will not enter into any agreement that would materially impair or conflict with its obligations hereunder;
(b) other than with respect to any debt or similar financing, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents or otherwise encumber the Patents;
(c) in the event it transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor and to take the Patents subject to the Patent License granted by Licensor hereunder and subject to any sublicense (and release) granted by RPX in accordance with Section 1; [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
(d) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices;
(e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement;
(f) following the Effective Date, neither Licensor nor any of its Affiliates will xxx or threaten to xxx (or instruct, encourage, or aid a third party to xxx or threaten to xxx) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or any other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will xxx or threaten to xxx (or instruct, encourage, or aid ...
Covenants of Licensor. Licensor agrees that it will provide bed space and furnishings on an “as available” basis. Licensor reserves the right in its sole discretion to re-assign Licensee to another bed space or room upon forty-eight (48) hours advance notice to Licensee.
Covenants of Licensor. 9 Article 9 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 10 Article 10 Agreement Not to Compete, Confidentiality . . . . . . . . . . . 12 Article 11 Audits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Article 12
Covenants of Licensor. Licensor covenants to Licensee that Licensor has good and marketable title in and to the assets being licensed and/or sold, free of all debts, liens and encumbrances, except as is expressly provided for herein.
Covenants of Licensor. Licensor covenants and agrees that:
(a) it will not grant any interest in the Licensor Patent Rights or Licensor Know-How which is inconsistent with the terms and conditions of this Agreement, nor shall Licensor assign its right, title or interest in or to any of the Licensor Patent Rights or Licensor Know-How to any Third Party and will use all reasonable precautions to preserve the confidentiality of the Licensor Know-How;
(b) it will not grant to any Third Party, including any academic organization or agency, any rights to the Licensed Compounds or any Product that would conflict with the rights granted to Novartis hereunder; and
(c) if it becomes aware that it or any employee, agent or subcontractor of Licensor who participated, or is participating, in the performance of any activities hereunder is on, or is being added to the FDA Debarment List or any of the three (3) FDA Clinical Investigator Restriction Lists referenced in Section 12.1(g), it will provide written notice of this to Novartis within [***] of it becoming aware of this fact.
Covenants of Licensor. Section 8.1 Licensor shall be solely responsible for delivering to Licensee a Master Copy of each Licensed Product and Documentation and for the maintenance and support of the Sublicense Copies and Documentation used by any Redistributors and Customers. The duties of Licensor include the following:
(a) Delivering a Master Copy of each Licensed Product and Documentation, including any Upgrades as they become available, to permit Licensee to (1) make Sublicense Copies and copies of the Documentation to meet the demand of Redistributors and Customers and (2) market and license Sublicense Copies and copies of the Documentation, together with the copies of promotional and other materials which Licensor may produce from time to time in order to assist Licensee in marketing and sublicensing the Licensed Products during the term of this Agreement.
(b) Employing a sufficient number of skilled technicians experienced in the computing industry and familiar with the Licensed Products and Documentation to provide adequate technical support and assistance to all Redistributors and Customers.
(c) Providing competent instruction to Redistributors and Customers regarding the use and installation of the Licensed Products.
(d) Providing information, including by means of telephone support, to Redistributors and Customers as to the proper procedures and persons to contact to enable the proper installation and operation of the Licensed Products and providing responsive answers to questions and problems regarding the use and operation of the Licensed Products.
(e) Providing technical assistance in supporting the Licensed Products and correcting any errors in the Licensed Products on an ongoing basis.
(f) Delivering to Licensee sample copies of all Licensor's marketing and licensing materials relating to the Licensed Products in use in the United States of America for copying and distribution in the Territory at Licensee's expense.
Covenants of Licensor. 4.1 On or before December 11th, 2011, Licensor shall, at his own cost and expense, file one or more non-provisional patent applications covering the technology described in the Patent Application.
4.2 Licensor shall, at his own cost and expense, make all maintenance filings and similar filings or disclosures in order to maintain the effectiveness and registrations of the Licensed Patents at all times during the License Term.
4.3 In the event that Licensor fails to take any of the actions specified in this Section 4 (any such action referred to as a “Required Action”), then (i) Licensee shall have the right to take a Required Action on behalf of Licensor, in which case Licensor shall reimburse and jointly and severally indemnify Licensee from and against any and all costs, expenses, and other amounts reasonably incurred by Licensee in taking such Required Action, and (ii) Licensor hereby appoints Licensee as his agent and attorney-in-fact for purposes of executing any documents and taking any action in connection with a Required Action.
4.4 During the License Term, Licensor will not, and will cause his Affiliates not to, render aid, advice, or services to any individual or organization in connection with, or license to any individual or organization any intellectual property in furtherance of, the design, development, manufacturing, marketing, promotion, sale, or distribution of any UV phototherapy device that will compete with or be competitive with the Licensed Product(s) in the Field.
Covenants of Licensor. Licensor covenants to Licensee that: 12.
Covenants of Licensor. Licensors covenant and agree that: it will not grant any interest in the Licensed Patents to any Third Party that is inconsistent with the terms and conditions of this Agreement,
Covenants of Licensor. Licensor hereby covenants to Licensee as follows:
(a) it shall not terminate the UFRFI License Agreement for any reason without the prior written consent of Licensee;
(b) it shall not amend the UFRFI License Agreement without the prior written consent of Licensee if such amendment would adversely affect or diminish any of Licensee's or Licensee's Affiliates or sublicensees' rights or privileges hereunder; and
(c) it shall meet all of its obligations to UFRFI under the UFRFI License Agreement.
