Creation of Derivative Works. HealthGate will provide all necessary technical support to GEMS in the creation and development of derivative works of and new content or features for GEMS Products, subject to the ownership provisions of Article III below and such other terms and conditions as agreed upon by the parties from time to time. Such terms and conditions will be reasonable, and no less favorable to GEMS than those offered by HealthGate to others under similar circumstances. The parties may mutually agree for HealthGate to provide such support at the expense of GEMS, the shared expense of GEMS and HealthGate, or the expense of HealthGate, which agreement shall have the effect described in Article III and Section 7.2(b).
Creation of Derivative Works. Licensee is expressly authorized to create one or more Derivative Works based on the Licensed Materials, provided that:
1. Such Derivative Works may only be used by the Licensee in connection with the registration of its proposed public offering of securities under the Securities Act of 1933, the satisfaction of its reporting obligations under the Securities Exchange Act of 1934 and the implementation of the offering protocols, business methods and plan of operations embodied in the Licensed Materials;
2. All pre-effective amendments to the Licensee’s Form S-1 Registration shall be prepared by the Licensor, or outside legal counsel selected and paid by the Licensor, and title to any additional copyrights or other intellectual property arising from such pre-effective amendments shall, subject to the terms of this Agreement, be vested exclusively in the Licensor; and
3. Licensee expressly agrees and acknowledges that any additional copyrights arising from such pre-effective amendments shall not constitute a work for hire or confer on Licensee any rights that vary in any material respect from the License granted by this Agreement.
Creation of Derivative Works. (a) By FranklinCovey. FranklinCovey may, at its option and at its own expense, create derivative works, directly or through third parties, based on the Licensed Materials, including without limitation derivative works that include both the Licensed Materials and FranklinCovey Intellectual Property. Subject to Section 4.3(d), such derivative works shall be deemed FC Derivative Works.
Creation of Derivative Works. Sublicensee may request that Sublicensor create Derivative Works of the Software, provided that the creation of Derivative Works shall be subject to the reasonable approval of Sublicensor and CHCF, taking into account, among other factors, the cost of such work, the resources of Sublicensor to create such Derivative Works, and the confirmation that the proposed Derivative Works would not cause any deterioration or other adverse effect on the ability of other licensees of CHCF or sublicensees Sublicensor to use the Software. Any and all such Derivative Works shall only be created by Sublicensor or CHCF’s authorized representatives, shall be owned solely by CHCF except to the extent as may be provided by federal law or regulations, and shall be sublicensed to Sublicensee pursuant and subject to the terms and conditions of this Agreement. To the extent that applicable federal law and regulations require that Sublicensee own any Derivative Works, Sublicensee hereby grants to CHCF, its successors and assigns, a non-exclusive, irrevocable, perpetual, world-wide, royalty-free, fully paid-up right and license to (1) use, execute, reproduce, display, perform, distribute, internally or externally, sell or give away copies of, publish, modify, enhance, update or prepare derivative works of, any Derivative Works, including Derivative Works of Derivative Works, and (2) to authorize or sublicense others from time to time to do any of the foregoing. Sublicensee acknowledges and agrees that CHCF, at its option, may authorize any of its other licensees or sublicensees with the right to use any Derivative Works prepared for Sublicensee pursuant to this Section 3.4.
Creation of Derivative Works
