Exclusive Licenses to Arrys Sample Clauses

Exclusive Licenses to Arrys. (a) Subject to the terms and conditions of this Agreement, AskAt hereby grants, on behalf of AskAt and its Affiliates, to Arrys and its Affiliates an exclusive (even as to AskAt and its Affiliates but subject to Section 4.1(c)), transferable (as permitted in accordance with Section 12.6), license, with the right to sublicense (through multiple tiers), under the Licensed Technology, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory. Arrys shall be responsible to AskAt for all acts and omissions of each Arrys Affiliate that exercises rights under this Agreement as if each such act and omission were an act or omission, as applicable, of Arrys. (b) Each Arrys Sublicensee shall enter into a written agreement with Arrys, one of its Affiliates or the relevant Arrys Sublicensee that is consistent with the relevant terms and conditions of this Agreement. Within [***] after the execution of an agreement that is a Arrys Sublicense, Arrys shall deliver to AskAt a complete and accurate copy of the entire such agreement written in English language. AskAt’s receipt of such agreement, however, will constitute neither an approval of such sublicense nor a waiver of any right of AskAt or obligation of Arrys under this Agreement. As between the Parties, Arrys is primarily liable to AskAt for any act or omission of its Affiliate or Arrys’s Sublicensees that would be a breach of this Agreement if performed or omitted by Arrys. (c) AskAt reserves the right to Exploit the Licensed Compound or Licensed Product (i) in the Retention Field worldwide or (ii) outside the Territory. For clarity, the license granted in Section 4.1(a) does not include, expressly or by implication, a license under License Technology to Exploit any Licensed Compound or Licensed Product in the Retention Field or outside the Territory, therefore, in no event will Arrys Exploit the Licensed Compounds and Licensed Product as Compartment Specific Product in the Territory or any product outside the Territory. (d) Subject to this Agreement, to the extent any Know-How Materials are subject to copyright, or are copyrightable, anywhere in the Territory, AskAt hereby grants, on behalf of AskAt and its Affiliates, to Arrys and its Affiliates an exclusive (even as to AskAt and its Affiliates), transferable (as permitted in accordance with Section 12.6), license, with the right to sublicense (through multiple tiers), under the Know-How Materials, to reproduce, display, distribute, modi...
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Related to Exclusive Licenses to Arrys

  • 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).

  • Licenses, etc The Borrower has obtained and does hold in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditation, easements, rights of way and other consents and approvals which are necessary for the operation of its businesses as presently conducted, the absence of which is likely to have a Material Adverse Effect.

  • Non-Exclusive License Sponsor grants Institution and Principal Investigator a royalty free non-exclusive license, with no right to sublicense, to use Trial Data for internal research or educational purposes.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Permits, Licenses, Etc Each of the Borrower and its Subsidiaries possesses all permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business. Each of the Borrower and its Subsidiaries manages and operates its business in accordance with all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to Environmental Permits.

  • Outbound Licenses Part 2.7(d) of the Disclosure Schedule accurately identifies each Contract pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Seller IP. The Seller is not bound by, and no Seller IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of the Seller to use, exploit, assert, or enforce any Seller IP anywhere in the world.

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner. 4.2 The Parties shall negotiate with each other to enter into specific technology license contracts to expressly specify the detail matters such as the technology to be licensed, the method to license the technology, license fees and payment.

  • Inbound Licenses Except as disclosed on the Schedule, Borrower is not a party to, nor is bound by, any license or other agreement that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property.

  • Xxxxx of License Georgia Institute of Technology shall grant the Student a limited, nonexclusive, nontransferable and revocable license to use and occupy an assigned space in a Georgia Institute of Technology facility in accordance with the terms and conditions of this Contract (the “License”). The parties to this Contract do not intend that an estate, a tenancy or any other interest in property should pass from Georgia Institute of Technology to Student. Instead, it is the intention of the parties that the relationship between Georgia Institute of Technology and Student be that of licensor and licensee and the sole right of Student to use the assigned space as a living unit shall be based upon the License granted in this Contract.

  • Permits and License Contractor represents and warrants that it will comply with all applicable laws and maintain all permits and licenses required by applicable city, county, state, and federal rules, regulations, statutes, codes, and other laws that pertain to this Contract.

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