During the License Period. Licensee may export and download all Licensee Data from the Software. If Licensee requires assistance to export and download Licensee Data, Licensee shall provide a written request to Licensor no later than (fifteen) 15 days prior to the end of the License Period. Assistance will be provided against an administrative fee.

During the License Period. During the License Period (if any), the JSC shall serve solely as a forum for information sharing and shall not have any decision-making authority. Without limiting the foregoing, during the License Period, Curis shall provide updates to the JSC regarding the status of Regulatory Filings made, anticipated Regulatory Approvals, and anticipated Product launch dates and non-binding estimates of the anticipated occurrence of each Development Milestone Event and Commercial Milestone Event.

During the License Period. Promptly upon Curis’ request following the start of the License Period, ImmuNext shall assign and transfer to Curis the [**] IND. Effective as of the Option Exercise Date (if any), unless the [**] IND is transferred to Curis, ImmuNext shall, and does hereby, grant to Curis and its Affiliates during the Option Period an exclusive Right of Reference to the [**] IND, solely for the purposes of: (i) obtaining and maintaining Regulatory Approvals for Products in the Field; (ii) to the extent Curis or any of its Affiliates is manufacturing, or having a contract manufacturing organization manufacture, Compound or Product, conducting or having conducted CMC activities in relation to Compound or Product; (iii) to the extent Curis or any of its Affiliates is manufacturing, or having a contract manufacturing organization manufacture, Compound or Product, the manufacture of Compound or Product for use or distribution anywhere in the world; and (iv) complying with applicable pharmacovigilance and other regulatory requirements with respect to Product, all in accordance with this Agreement. ImmuNext shall, promptly upon Curis’ request, file with applicable Regulatory Authorities such letters of authorization, access or cross-reference as may be necessary to accomplish the intent of the preceding sentence. During the License Period, Curis will be responsible for all regulatory matters with respect to the Compounds and Products in the Field, and Curis shall bear the associated costs and expenses. Without limiting the foregoing, during the License Period, Curis shall own all INDs and BLAs related to the Compounds and Products in the Field submitted by or on behalf of Curis and all Regulatory Approvals received with respect to Compounds and Products in the Field.

During the License Period. Promptly following the Option Exercise Date, ImmuNext shall transfer to Curis the materials Controlled by ImmuNext and its Affiliates that are necessary to synthesize or are reasonably useful for synthesizing the drug substance and/or drug product for the Compounds and Product, as well as all process and quality documentation, standards and assays for Compounds and Products that are Controlled by ImmuNext or its Affiliates; provided that in no event will ImmuNext or its Affiliates transfer to Curis any Excluded ImmuNext Technology. During the License Period, Curis shall be responsible for Manufacturing (or having Manufactured) the drug substance and drug product forms of the Compounds and Products and will bear all of the associated costs and expenses.

During the License Period. (i) During the License Period, the Party Prosecuting (the “Prosecuting Party”) ImmuNext Hybrid Patents, ImmuNext Exclusive Patents, Curis Useful Patents or Jointly Owned Patents shall (A) regularly provide the other Party (the “Non-Prosecuting Party”) with copies of all patent applications within such Patents filed hereunder and other material submissions and correspondence with the patent offices with respect to such Patents, in sufficient time to allow for review and comment by the Non-Prosecuting Party; and (B) provide the Non-Prosecuting and its patent counsel with an opportunity to consult with the Prosecuting Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the Non-Prosecuting Party and its patent counsel shall be taken into consideration in good faith by the Prosecuting Party and its patent counsel in connection with such filing. The Prosecuting Party shall pursue in good faith all reasonable claims requested by the Non-Prosecuting Party in the Prosecution of Patents subject to this Section 12.2.6(b). (ii) In the event that Curis decides not to continue the Prosecution of any ImmuNext Exclusive Patent, Curis Useful Patent or Jointly Owned Patent under this Section 12.2.6(b), Curis shall provide ImmuNext with notice of such decision at least [**] prior to any pending lapse or abandonment thereof. In the event that ImmuNext decides not to continue the Prosecution of any ImmuNext Hybrid Patent under this Section 12.2.6(b), ImmuNext shall provide Curis with notice of such decision at least [**] prior to any pending lapse or abandonment thereof. In the event of notice under this Section 12.2.6(b)(ii), the Party giving notice shall provide the other Party with an opportunity to assume responsibility for Prosecution of the relevant Patent and for all costs and expenses associated therewith. In the event that a Party receiving notice assumes such responsibility for such Prosecution and such costs and expenses, such Party shall have the right to transfer the responsibility for such Prosecution of such Patent applications and Patents to patent counsel selected by it.

Related to During the License Period

License Period a. The License is hereby granted in favour of the Licensee for a total period of 15 (fifteen) years from the Commencement Date subject to unless otherwise terminated by Maha-Metro or surrendered by the Successful Bidder/Licensee, in term of provisions of License Agreement. b. The tenure of License Agreement shall commence from the date of handing over of the property business space. c. Tenure of the License Period of any additional space handed over subsequently shall be co- terminus with above period irrespective of date of actual handing over for such additional space. d. There shall be a lock in period of five (05) years from the date of commencement of agreement/ handing over of licensed space. e. Licensee shall have option to exit from the License Agreement immediately after completion of lock in period of 5 (Five) years. For it, Licensee shall have to issue 180 days prior notice to Maha-Metro. Such prior notice intimation can be given after four and half (4 ½) years however option to exit will be available only after five (05) years. f. At no time during the license tenure, the Licensee shall be allowed to surrender partial Licensed Space which has been handed over to the Licensee by Maha-Metro. g. At the end of License period or in the event of termination of this agreement prior to completion of license tenure, for any reason whatsoever, all rights given under this License Agreement shall cease to have effect and the premises shall revert to Maha-Metro, without any obligation to Maha-Metro to pay or adjust any consideration or other payment to the Licensee. h. The tenure shall be inclusive of fitment period as applicable for the tendered space. i. On completion/ termination of License Agreement, the Licensee shall hand over the space with normal wear & tear. The Licensee shall be allowed to remove its assets like temporary structure, furniture, almirahs, air-conditioners, DG sets, equipments, etc. without causing damage to the existing structure. However, the Licensee shall not be allowed to remove any facility, equipment, fixture, etc. which has become an integral part of the development plan of the space. j. At the end of the License Period or sooner determination of this Agreement for any reason whatsoever all rights given under this License Agreement shall cease to have effect and the Licensed Area with all the furniture and fixtures and other assets permanently attached to the Licensed Area shall revert to Maha-Metro without any obligation on part of Maha-Metro to pay or adjust any consideration or other payment to the Licensee. The Licensee voluntarily gives Maha-Metro the right to seal the said Licensed Space(s) and remarket the same as part on its discretion upon Termination of this Agreement. No claim, compensation or damages will be entertained by Maha-Metro on this account.
Exclusivity Period During the Exclusivity Period, each Party: (a) shall and shall cause its respective Affiliates and Representatives to, work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Target; (ii) formulate any amendments to the terms of the Proposal, if applicable; (iii) prepare and submit to the Target the Merger Agreement; (iv) conduct negotiations, prepare and finalize the Documentation in the forms to be agreed by the Parties and (v) vote, or cause to be voted, at every shareholder meeting (whether by written consent or otherwise) all Securities against any Competing Proposal or matter that would facilitate a Competing Proposal and in favor of the Transaction; (b) shall not, without the written consent of the other Parties, directly or indirectly, either alone or with or through any of its Affiliates or Representatives: (i) make a Competing Proposal or join with, or invite, any other person to be involved in the making of any Competing Proposal (including through any rollover investment therein); (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue a Competing Proposal; (iii) finance or offer to finance any Competing Proposal, including by offering any equity or debt finance, or contribution of Securities or provision of a voting agreement, in support of any Competing Proposal; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is directly inconsistent with the Transaction as contemplated under this Agreement; (v) acquire (other than pursuant to share incentive plans of the Target) or dispose of any Securities, or directly or indirectly (A) sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell or otherwise transfer or dispose of, an interest in any Securities (“Transfer”) or permit the Transfer by any of their respective Affiliates of an interest in any Securities, in each case, except as expressly contemplated under this Agreement and the Documentation, (B) enter into any contract, option or other arrangement or understanding with respect to a Transfer or limitation on voting rights of any of the Securities, or any right, title or interest thereto or therein, or (C) deposit any Securities into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Securities, (vi) take any action that would have the effect of preventing, disabling or delaying the Party from performing its obligations under this Agreement; or (vii) solicit, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any other person regarding the matters described in Section 5.01(a) or (b); (c) shall immediately cease and terminate, and cause to be ceased and terminated, all existing activities, discussions, conversations, negotiations and other communications (whether conducted by it or any of its Affiliates or Representatives) with all persons conducted heretofore with respect to a Competing Proposal; and (d) shall promptly notify the other Parties if it, its Affiliates or any of its Representatives receives any approach or communication with respect to any Competing Proposal, promptly disclose to the other Parties the identity of any other persons involved and the nature and content of such approach or communication and promptly provide copies of any such written Competing Proposal.
License Term The license term shall commence upon the License Effective Date, provided, however, that where an acceptance or trial period applies to the Product, the License Term shall be extended by the time period for testing, acceptance or trial.
Royalty Term On a country-by-country and Licensed Product-by-Licensed Product basis, royalty payments in the Territory shall commence upon the first commercial sale of such Licensed Product, whether such sale is to a Public Purchaser, Governmental Authority or private entity or person and whether such sale is made under an EUA or Key Approval, in such country in the Territory and will terminate upon the later of: (a) the expiration, invalidation or abandonment date of the last Valid Claim of the Patents in the country of sale or manufacture of such Licensed Product in the Territory or (b) expiration of regulatory exclusivity of such Licensed Product in such country of sale in the Territory (the “Royalty Term”).
Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.
License Termination Customer may terminate the license for an ICA Program at any time on one month's written notice to IBM. For ICA Program licenses that Customer acquired for a one-time charge, replacement licenses may be acquired for an upgrade charge, if available. When Customer obtains licenses for these replacement ICA Programs, Customer agrees to terminate the license of the replaced ICA Programs when charges become due, unless IBM specifies otherwise. IBM may terminate Customer’s license if Customer fails to comply with the license terms. If IBM does so, Customer’s authorization to use the ICA Program is also terminated.
Research Term The term “
Consulting Period The Consulting Relationship will be deemed to have commenced on the Separation Date and will continue until October 15, 2023 unless the Consulting Relationship has already been terminated earlier pursuant to Section 3(g) below (the “Consulting Period”).
The License 3.1.1 Subject to and in accordance with the terms and conditions set forth in this Agreement, and in particular subject to the due fulfillment of all the obligations assumed towards Maha-Metro by the Licensee, Maha-Metro hereby grants and authorizes the Licensee to the following (the “Specified Purpose”) : a. To have access to Licensed Space(s) during the License Period, develop, finance, commission, operate, manage and maintain the Licensed Space(s) during the License Period at the cost and risk of the Licensee. Any development made by the Licensee on the Licensed Space(s) shall be deemed to be the property of Maha-Metro and all the rights of the Licensee in the Licensed Space(s) shall relinquish in the favour of Maha-Metro. b. Subsequent to the Fitment Period, to utilise the licensed space, at its own costs and risk, for carrying out activities stated at Point No.
Service Period The Service Period of this Agreement is for 1 year in respect of the unit and starts on the Start Date as defined in the Terms and Conditions, or, in the case of an extension of renewal of the provision of Support Services, starts on the date of payment of the Charges.

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