Exclusive License. Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified, a sole and exclusive license under the Licensed Patent Rights in the Territory, and in the Field of Use to develop, make, have made, import, have imported, use, offer to sell, sell and otherwise commercialize Licensed Product(s).
Exclusive License. Accordingly, the Parties grant to each other licenses under the Joint IP (which to avoid any doubt for purposes of these licenses includes all patent applications and patents claiming the inventions included therein) as follows:
(i) NeurogesX hereby grants to LTS an exclusive (even as to NeurogesX), royalty-free, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), perpetual, irrevocable, worldwide license under the Joint IP to [***] Notwithstanding Section 7.3 below, LTS shall have the [***] to enforce the Joint IP against infringement within the scope of the license set forth in this Section 7.1(d)(i) and to retain [***] recoveries therefrom, and NeurogesX shall cooperate with LTS, at LTS’ reasonable request and expense; however, nothing herein shall require NeurogesX to join any such action as a party to any such action. For clarity, the Parties intend that LTS shall have sufficient rights to enforce such Joint IP as set forth in this Section 7.1(d)(i) without NeurogesX joining as a co-plaintiff.
(ii) LTS hereby grants to NeurogesX an exclusive (even as to LTS), royalty-free, fully-paid, freely sublicensable (though one or more layers of sublicensees without consent), ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. perpetual, irrevocable, worldwide license under the Joint IP to make, have made, use, sell, offer to sell, and import product candidates and products that contain any VR-1 Ligand(s) and/or are VR-1 Ligand applications and products. Notwithstanding Section 7.3 below, NeurogesX shall have the sole right to enforce the Joint IP against infringement within the scope of the license set forth in this Section 7.1(d)(ii) and to retain all recoveries therefrom, and LTS shall cooperate with NeurogesX, at NeurogesX’s reasonable request and expense; however, nothing herein shall require LTS to join any such action as a party to any such action. For clarity, the Parties intend that NeurogesX shall have sufficient rights to enforce such Joint IP as set forth in this Section 7.1(d)(ii) without LTS joining as a co-plaintiff.
Exclusive License. North America has herein granted an exclusive license to the Operator together with its Know-how, technical experience and training program for the exploitation of the Insituform process within and throughout the defined Territory. If, despite North America's best efforts to maintain the exclusivity of its licenses and defend its Patent, Trademark and Copyright protections, such exclusivity and/or protections should be terminated for any reason whatsoever, the Operator hereunder is nevertheless obligated to comply in full with each and every term and condition of this agreement, including, but not limited to, the payment of Royalties to North America and the maintenance of high standards of quality and service.
Exclusive License. An Exclusive License shall refer to a license granted to the licensee entitling the licensee to exploit Foreground in a specific contractual territory while no other licensee or the licensor is entitled to exploit the Results in the defined contractual territory.
Exclusive License. Subject to the terms and conditions set forth herein, immediately upon, and contemporaneously with, the Closing Date, and without further action by the Parties, Mount Sinai hereby grants to Licensee a sub-licensable, royalty-bearing exclusive license to the Exclusively Licensed Technical Information identified in Exhibit B, to Exploit Licensed Products in the Field of Use, during the Term, throughout the Territory.
Exclusive License. Unit members shall have exclusive license to works owned by them but may through their written permission, provide a non-exclusive license to the District or to other unit members to use the work in a manner prescribed in the written permission by the unit members who own the works. If the work is considered a “Work for Hire,” the copyright shall be owned by the District and may be assigned or licensed by the District without the consent or permission of the unit member.
Exclusive License. Landlord hereby grants to Tenant, and Tenant hereby accepts and assumes from Landlord, an exclusive license (the “License”) to use that certain space located in the Common Area of the Project (as more particularly described on Exhibit A attached hereto, the “Licensed Area”), solely for the License Use (as defined below).
44.1. The term with respect to the License (the “License Term”) shall commence on the Term Commencement Date and shall expire upon the expiration or earlier termination of this Lease.
44.2. Tenant shall be permitted to use the Licensed Area solely for purposes of storing liquid nitrogen in conformity with all Applicable Laws (the “License Use”) and for no other purposes. All of the terms, conditions and provisions of this Lease with respect to Hazardous Materials (including, without limitation, Article 21) shall be applicable to Tenant’s use of the Licensed Area for the License Use.
44.3. Tenant acknowledges that (a) it is fully familiar with the condition of the Licensed Area and, notwithstanding anything contained in this Lease to the contrary, agrees to take the same in its condition “as is” as of the Term Commencement Date, (b) Landlord has not made and does not hereby make any representation or warranty of any kind, express or implied, with respect to the Licensed Area, including (without limitation) any representation or warranty that the Licensed Area is suitable for the License Use, and (c) Landlord shall have no obligation to alter, repair or otherwise prepare the Licensed Area for Tenant’s use for the License Term or to pay for any improvements to the Licensed Area, other than pursuant any of the terms and provisions of the Work Letter that are applicable to the Licensed Area.
44.4. Tenant shall at Tenant’s sole cost and expense, maintain and keep (a) the Licensed Area and every part thereof and (b) all piping and other facilities serving the Licensed Area or connecting the Licensed Area to the Premises, in good condition and repair, damage thereto from ordinary wear and tear and casualty or condemnation excepted. Tenant shall, upon the expiration or sooner termination of the License Term, surrender the Licensed Area to Landlord in as good a condition as when received, ordinary wear and tear and casualty or condemnation excepted; and shall otherwise surrender the Licensed Area pursuant to the all of the same terms, conditions and provisions that Tenant is required to surrender the Premises under this Lease (including, without lim...
Exclusive License. Subject to third party rights, if any, a royalty-bearing, limited-term, exclusive, field-of-use license, including the right to sublicense, in the United States or any other country elected by Company (subject to Section 1.15 above) to make, have made, use, and sell products covered by the Stanford Patents, in exchange for Company’s agreement to diligently commercialize the invention.
Exclusive License. Bayer, for itself and on behalf of its Affiliates, hereby grants to Aegerion and its Affiliates a non-transferable (except in accordance with Section 10.1), exclusive (even as to Bayer and its Affiliates), worldwide license, with the right to sublicense in accordance with Section 2.2 only, under the Bayer Patent Rights and Bayer Know-How, to make, have made, use, sell, offer to sell, import, research, develop, commercialize and otherwise exploit Licensed Compounds and Licensed Products and Improvements (but with respect to Improvements, only to the extent that any such Improvement is used in connection with the foregoing licensed activities involving Licensed Compounds and Licensed Products). The foregoing license grant includes the right to make reference to all regulatory approvals, data, filings and correspondence (including DMFs) contained within the Bayer Know-How.
Exclusive License. The Company hereby grants to Bionics, upon and subject to all the terms and conditions of this Agreement, an exclusive, fully paid, worldwide license under the Existing Intellectual Property and all Future Intellectual Property, limited to the field of neuromodulation, to make, use, import, lease, and sell the System (the “System License”) until the later of (i) the full payment of the Note Balance or (ii) the full conversion of the Note Balance. For the avoidance of doubt, the System License includes without limitation a sublicense, limited to the field of neuromodulation, of all Existing Intellectual Property and Future Intellectual Property (if any) licensed to the Company under the JHU Agreement, which sublicense Bionics acknowledges and agrees is subject to the terms of the JHU Agreement. Bionics may grant sublicenses, limited to the duration of the System License, under the Existing Intellectual Property and Future Intellectual Property of the System License. [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
