GRANT OF DISTRIBUTION RIGHTS AND LICENSE Sample Clauses

GRANT OF DISTRIBUTION RIGHTS AND LICENSE. 2.1 Subject to the terms and conditions stated herein, CRII grants to CHMD an exclusive, worldwide right to distribute, market and sell the Lasette I and Xxxxxxx XX products for human applications. 2.2 Subject to the terms and conditions stated herein, CRII grants to CHMD an exclusive, worldwide license to make, have made, use, distribute and sell the Lasette Disposables. 2.3 Subject to the terms and conditions stated herein, CRII grants to CHMD an exclusive, worldwide license to use the trademark "Lasette" in conjunction with CHMD's performance of its rights and obligations under this Agreement. CHMD's use of such trademarks shall be discretionary and it will have no obligation to use the Lasette trademark. In the event CHMD elects, to use, distribute, or sell the Lasette I or Xxxxxxx XX devices under any names or marks other than Lasette, CHMD shall have exclusive ownership of and rights to such other names or marks and such ownership and rights shall survive termination of this Agreement for any reason. 2.4 During the term of CHMD's rights of exclusivity herein, CRII shall not, for human applications, market, sell or distribute Lasette I, Xxxxxxx XX, Lasette Disposables or substantially similar products to any third party or grant to a third party any rights with respect to any of the forgoing products in contradiction of any of the rights granted CHMD in this Agreement. During the term of CHMD's rights of exclusivity herein, CRII shall not, for non-human applications, market, sell or distribute Lasette I, Xxxxxxx XX, Lasette Disposables or substantially similar products to any third party or grant to a third party any rights with respect to any of the foregoing products without the prior consent of CHMD, such consent to be reasonably given if such marketing, sale or distribution would not result in, or have the possibility of resulting in, the impairment of any of the rights granted CHMD in this Agreement. 2.5 Subject to CHMD's performance of its obligations under this Agreement, CRII grants to CHMD the further right to sublicense or assign any CHMD rights licensed or granted in this Section 2; provided, however, that such sublicense or assignment shall be solely for the purpose of permitting CHMD to engage the services of Lasette Disposables manufacturers, sales representatives, dealers and other persons to assist CHMD in its performance under this agreement. Under no circumstances shall CHMD have the right to assign to any third party the exclusive r...
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GRANT OF DISTRIBUTION RIGHTS AND LICENSE 
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Related to GRANT OF DISTRIBUTION RIGHTS AND LICENSE

  • Rights and Licenses The W ork is made up of intellectual property that may fall into four categories: (1) Your Manuscript; (2) Our W ork Product; (3) Our Property; and (4) Third Party Property. Your Manuscript includes the text of the W ork, in its original form as submitted by You and as edited by Us during the fulfillment of editorial Services purchased by You, and graphics or other materials, all owned or authorized in writing by the owners to be submitted by You to be incorporated into the W ork. YOU (AND/ OR THE PERSONS YOU ARE EXCLUSIVELY AUTHORIZED TO REPRESENT IN THIS AGREEMENT) WILL REMAIN THE SOLE AND EXCLUSIVE OWNER(S) OF ALL RIGHT, TITLE, AND INTEREST, INCLUDING COPYRIGHT, IN AND TO YOUR MANUSCRIPT. Our W ork Product includes the book design, book cover design, graphics, Illustrations (as defined below), and other content that W e or Our Contractors create in the process of fulfilling the Services (with the exception of the text of the W ork). Our Property includes Our intellectual property, such as imprint logos, imprint names, trademarks, barcodes, and ISBN's. As between You and Us, W e remain the sole and exclusive owner of all right, title and interest, including copyright, in and to Our Work Product and Our Property. Third Party Property includes content or material that is owned or controlled by third parties that either W e license, or You license or otherwise have permission to use in the W ork. If Your use of Third Party Property is subject to any restrictions (such as a limit on the number of reproductions of an image), You are responsible to ensure that You comply with those restrictions. All right, title and interest in Third Party Property shall remain with the respective Third Party. Third Party Property licensed to Us may be used only in the version of the Work (in any format) that We create, and may not be removed or used in any other versions of the Work or other products or materials. During the Term of this Agreement and for the purpose of fulfilling the Services purchased by You and complying with Our obligations under this Agreement, with respect to the W ork, Your Manuscript and Third Party Property licensed to You for use in the W ork, You authorize, consent to and grant to Us and Our Contractors the following:  The worldwide rights and license to display, exhibit, reproduce, digitize, modify, license, and otherwise use the information that You provide to Us about You (such as Your name or chosen pen name, image, likeness, appearance, voice, video footage, biographical and personal information, etc.) and information about the Work (such as the title, Your description of the Work, excerpts and images from the W ork, etc.), in all materials created by Us or on Our behalf that incorporate any of the information above, in any format and in all media;  The worldwide rights and license to send free review copies of the W ork to members of media and other potential book reviewers or book sellers, in Our sole discretion;  The worldwide rights and license to make excerpts or previews of the W ork available for preview on websites or via other media, including the websites of certain unaffiliated third party retailers, such as Amazon, Google, and Apple, in Our sole discretion;  The exclusive, transferable, worldwide license to manufacture, store, use, display, execute, reproduce (in whole or in part), transmit, modify (for example, for formatting purposes or to create authorized derivative works), import, make, have made, offer to sell, print, publish, market, sublicense, distribute, and sell (individually or as part of compilations of collective works), and license for use via any subscription model or lending model, through all distribution channels available now or as may become available in the future, in any language, in any format, and via any medium, now known or hereafter devised, selected in Our sole discretion and consistent with the Services You purchase, the W ork;  During the transition period of ninety (90) days after termination of this Agreement, the non-exclusive, worldwide license to engage in the activities set forth above; and  The right and license to compile and use statistical information regarding sales of the W ork. . After this Agreement is terminated, X x xxxxx to You a non-exclusive, worldwide license to manufacture, store, use, display, execute, reproduce, transmit, import, make, have made, offer to sell, print, publish, market, sublicense, distribute, and sell Our W ork Product and Third Party Property provided by Us only as it is incorporated into the version of the Work that was created by Us. The re-sale of copies of the W ork purchased previously by You or a third party is not subject to the terms of this Agreement. We grant to You a perpetual, non-exclusive, irrevocable, royalty-free, worldwide license to use, store, display, reproduce, transmit, sell, print, publish, market, distribute, sub-license, transfer, and make or have made derivative works, for any purpose whatsoever, the custom illustrations that W e create pursuant to this Agreement ("Illustrations").

  • No Registration Rights to Third Parties Without the prior written consent of the Holders of a majority in interest of the Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 registration rights described in this Section 2, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted to the Holders of Registrable Securities.

  • Registration Rights Granted The Company hereby grants registration rights to the Purchaser pursuant to a Registration Rights Agreement dated as of even date herewith between the Company and the Purchaser.

  • Registration Rights and Voting Rights Except as required pursuant to the Investor Rights Agreement, the Company is presently not under any obligation, and has not granted any rights, to register under the Securities Act of 1933, as amended (the “Securities Act”), any of the Company’s presently outstanding securities or any of its securities that may hereafter be issued. To the Company’s knowledge, no stockholder of the Company has entered into any agreement with respect to the voting of equity securities of the Company.

  • Assignability of Registration Rights Except as provided in Section 8.11, no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other Party to this Agreement.

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.

  • Distribution of Rights to Purchase Shares (a) Distribution to ADS Holders Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution of rights is lawful and reasonably practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below or, if timing or market conditions may not permit, do nothing thereby allowing such rights to lapse. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.7) and establish procedures (x) to distribute such rights (by means of warrants or otherwise) and (y) to enable the Holders to exercise the rights (upon payment of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes and other governmental charges). Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).

  • Termination of Registration Rights A Holder’s registration rights as to any securities held by such Holder (and its Affiliates, partners, members and former members) shall not be available unless such securities are Registrable Securities.

  • NO ASSIGNMENT OF REGISTRATION RIGHTS The rights under this Agreement shall not be assignable.

  • Transfer of Incentive Distribution Rights The General Partner or any other holder of Incentive Distribution Rights may transfer any or all of its Incentive Distribution Rights without the approval of any Limited Partner or any other Person.

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