Grant of Licence. [Please make sure that the Licence includes all necessary obligations required by third party funders] 2.1 In consideration of the payments required to be made under this agreement by the Licensee, OUI grants to the Licensee a licence in the Territory in respect of the Licensed Technology to develop, make, have made, use and have used , import, export and Market the Licensed Product in the Field on and subject to the terms and conditions of this agreement. Subject to clause 4, the Licence is exclusive in the Field in relation to the Licensed Intellectual Property Rights. The Licence is non-exclusive in relation to the Licensed Know-How. OUI retains unrestricted rights to use and license others to use the Licensed Know-How; and to use and license the Licensed Technology outside the Field. 2.2 As soon as is reasonably possible after the date of this agreement (and in any event within thirty (30) days of the date of this agreement), OUI will, at OUI’s cost, supply the Licensee with the Documents. OUI shall, for a period of one (1) year from the date of this agreement, continue to provide the Licensee with such documents and materials as embody the Licensed Know How generated during that period. 2.3 The Licensee may grant sub-licences with the prior written consent of OUI, such consent not to be unreasonably withheld, conditioned or delayed, provided that: 2.3.1 the sub-licensee has obligations to the Licensee commensurate with those which the Licensee has to OUI under this agreement, except the financial terms of this agreement or where it is not legally possible to include such obligations in the sub-licence; 2.3.2 the nature of the proposed sub-licensee is not likely in OUI's reasonable opinion to have any detrimental impact on the reputation of either OUI or of the University; 2.3.3 as soon as reasonably practicable following the grant of each sub-licence, the Licensee provides a certified copy of that sub-licence to OUI, such copy to be Confidential Information of the Licensee which may be redacted to the extent any information in such sub-licence does not relate to the Licensed Technology, OUI and/or this agreement; 2.3.4 the sub-licensee enters into a Deed of Covenant with OUI in the form set out in Schedule 4; and 2.3.5 no sub-licence will carry any right to sub-sub-license.
Appears in 2 contracts
Samples: Licensing Agreement, Licensing Agreement
Grant of Licence. [Please make sure that the Licence includes all necessary obligations required by third party funders]
2.1 In consideration of the payments required to be made under this agreement by the Licensee, OUI grants to the Licensee a licence in the Territory in respect of the Licensed Technology to develop, make, have made, use and have used used, import, export and Market the Licensed Product in the Field on and subject to the terms and conditions of this agreement. Subject to clause 4, the Licence is exclusive in the Field in relation to the respect of Licensed Intellectual Property Rights. The Licence is non-exclusive in relation to the Licensed Know-How. OUI retains unrestricted rights to use and license others to use the Licensed Know-How; , and to use and license the Licensed Technology outside the FieldField and the Territory.
2.2 As soon as is reasonably possible after the date of this agreement (and in any event within thirty (30) days of the date of this agreement), OUI will, at OUI’s cost, supply the Licensee with the Documents. OUI shall, for a period of one (1) year from the date of this agreement, continue to provide the Licensee with such documents and materials as embody the Licensed Know Know-How generated during that period.
2.3 The Licensee may grant sub-licences with the prior written consent of OUI, such consent not to be unreasonably withheld, conditioned or delayed, provided that:
2.3.1 the sub-licensee has obligations to the Licensee commensurate with those which the Licensee has to OUI under this agreement, except the financial terms of this agreement or where it is not legally possible to include such obligations in the sub-licence;
2.3.2 the nature of the proposed sub-licensee is not likely in OUI's ’s reasonable opinion to have any detrimental impact on the reputation of either OUI or of the University;
2.3.3 as soon as reasonably practicable following the grant of each sub-licence, the Licensee provides a certified copy of that sub-licence to OUI, such copy to be Confidential Information of the Licensee which may be redacted to the extent any information in such sub-licence does not relate to the Licensed Technology, OUI and/or this agreement;
2.3.4 the sub-licensee enters into a Deed of Covenant with OUI in the form set out in Schedule 4; and
2.3.5 no sub-licence will carry any right to sub-sub-license.
2.4 OUI will be deemed to have consented to a sub-licence within thirty (30) Business Days of receipt of such written request by the Licensee to grant a sub-licence, provided it has not refused consent or requested reasonable further time or information to consider the request within such thirty (30) Business Days period.
2.5 Notwithstanding clause 2.3, no prior written consent from OUI will be required for sub- licences if:
2.5.1 the sub-licensee or an Affiliate of the sub-licensee, at the time of entering into a new sub-licence, is already a licensee or a sub-licensee of the Licensee in respect of all or part of the Licensed Technology; or
2.5.2 the sub-licensee is an Affiliate of the Licensee;
3.4 but is not required to comply with the other provisions of that clause.
2.6 The Licensee will:
2.6.1 where the Licensed Product is of a description covered by the Medicines Access Policy, adhere to the requirements of the Medicines Access Policy;
2.6.2 ensure that the Licensed Technology will be developed and Marketed in association with the Licensed Products fully in compliance with all applicable laws and regulations, including applicable CE marking regulations and any other regulations governing the certification of products to indicate conformity with health, safety, and environmental protection standards that are applicable in the United Kingdom;
2.6.3 comply with any United Nations trade sanctions or EU or UK legislation or regulation, from time to time in force, which impose arms embargoes or control the export from the United Kingdom of goods, technology or software, including weapons of mass destruction and arms, military, paramilitary and security equipment and dual-use items (items designed for civil use, but which can be used for military purposes) and certain drugs and chemicals; and
2.6.4 not export, directly or indirectly, the Licensed Technology, Licensed Products or any technical data associated with the Licensed Technology to any country for which at the time of export an export licence or other governmental approval is required without first obtaining such licence or approval.
Appears in 2 contracts
Samples: Licensing Agreement (CarbonMeta Technologies, Inc.), License Agreement (CarbonMeta Technologies, Inc.)
Grant of Licence. [Please make sure that the Licence includes all necessary obligations required by third party funders]
2.1 In consideration of the payments required to be made under this agreement by the Licensee, OUI the Licensor hereby grants to the Licensee a licence in throughout the Territory under and in respect of the Licensed Technology to develop, have developed, train, have trained, research, have researched, make, have made, import, have imported, use and have used , import, export and Market the Licensed Product Products in the Field on and subject to the terms and conditions of this agreement. .
2.2 Subject to clause 4, the Licence is (i) exclusive in respect of the Field in relation to the Licensed Intellectual Property Rights. The Licence is non-Application; (ii) exclusive in relation to respect of the Exclusive Licensed Know-How; and (iii) in respect of all other rights licensed under the Licence beyond (i) and (ii) above, is non-exclusive, and in each case is subject to the terms of this agreement. OUI Subject to Clauses 4 and 7, the Licensor retains unrestricted rights to use and license others to use the Licensed Know-How; and to use and license the Licensed Technology outside the Field.
2.2 As soon as is reasonably possible 2.3 Within 10 days after the date of this agreement (and in any event within thirty (30) days of agreement, the date of this agreement), OUI Licensor will, at OUIthe Licensor’s cost, supply the Licensee with the Primary Documents and shall thereafter take reasonable steps to promptly supply the remaining Documents. OUI Licensor shall also use reasonable endeavours to supply samples of those materials identified in Schedule 2. Additionally, Licensor shall, for a period of one (1) year upon reasonable request from the date Licensee made at any time within [*]
1. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of this agreementthe Securities Act of 1933, continue to provide the Licensee with such documents and materials as embody the Licensed Know How generated during that periodamended.
2.3 The 2.4 Subject to clause 2.5 below, the Licensee may grant sub-licences with (through multiple tiers) under the prior written consent of OUI, such consent not to be unreasonably withheld, conditioned or delayedLicence, provided that:
2.3.1 (a) the sub-licensee has obligations to the Licensee commensurate with those which the Licensee has to OUI the Licensor under this agreement, except the financial terms of this agreement or where it is not legally possible to include such obligations in the sub-licence;; and
2.3.2 the nature of the proposed sub-licensee is not likely in OUI's reasonable opinion to have any detrimental impact on the reputation of either OUI or of the University;
2.3.3 as soon as reasonably practicable (b) promptly following the grant of each sub-licence, the Licensee provides a certified copy of that sub-licence (redacted to OUI, such copy to be Confidential Information of exclude the Licensee which may be redacted financial terms or commercialisation plans to the extent necessary to reflect any information in such sub-licence does not relate obligations of confidentiality owed to the Licensed Technology, OUI and/or this agreement;
2.3.4 the sub-licensee enters into a Deed of Covenant with OUI in and any other terms relating to technology or other matters not licensed under or concerning this agreement) to the form set out in Schedule 4Licensor; and
2.3.5 (c) upon termination of the Licence (or part thereof in respect of one or more countries) all sub-licences granted under the Licence (either for the whole territory where the Licence is terminated, or for those countries where the Licence is terminated only in respect of certain countries) shall automatically terminate.
2.5 Licensee shall be entitled to sub-license any of the rights under the Licence through multiple tiers and without restriction save that (i) no sub-licence will carry any may be granted to a [*] without Licensor’s prior written consent; and (ii) the Licensor shall have a right to object to the grant of a sub-license under the Licence by Licensee to other third parties solely in the following specific circumstances:
2.5.1 the Licensor may only object in respect of a proposed sub-licenselicensee if, due to the nature of that proposed sub-licensee’s business, the grant of the sub-license to that entity will, in the reasonable and measured opinion of the Licensor, have a material detrimental impact on the reputation of the University by its association; and
2.5.2 if the circumstances in Clause 2.5.1 apply, the Licensor shall only have the right to object provided that it serves written notice of its objection setting out the grounds for its objection within ten (10) days of written notice from Licensee of the identity of the proposed sub-licensee.
2.6 If the Licensor has objected to the grant of a sub-license in accordance with Clause 2.5.2, Licensee may either accept that objection and not grant (or terminate) the sub-license or if it disputes the objection the following shall apply:
2.6.1 the Licensor shall procure that representatives from the Licensor and the University shall meet with Licensee within ten (10) days of the objection to enable the Licensor, Licensee and the University to discuss the proposed sub-license and the reasons for the perceived risk that an association will have a material detrimental impact on the University’s reputation and, in good faith, seek ways in which to overcome or mitigate such risk to a pragmatic and reasonably acceptable position;
Appears in 2 contracts
Samples: Licensing Agreement (Nightstar Therapeutics LTD), Licensing Agreement (Nightstar Therapeutics LTD)
Grant of Licence. [Please make sure that the Licence includes all necessary obligations required by third party funders]
2.1 In Subject to this Agreement and in consideration of the payments required to be made under this agreement by the Licenseeall of its terms, OUI Novavax grants to the Licensee a Cantab an exclusive world-wide licence in the Territory in respect of the Licensed Technology to develop, makeuse, have used, manufacture, have made, use exploit, market, sell and have used , import, export and Market the sold Licensed Product Products solely for use in the Field on and subject to the terms and conditions of this agreement. Subject to clause 4, the Licence is exclusive in the Field in relation to the Licensed Intellectual Property Rights. The Licence is non-exclusive in relation to the Licensed Know-How. OUI retains unrestricted rights to use and license others to use the Licensed Know-How; and to use and license the Licensed Technology outside IP within the Field. Subject to Cantab's rights under this Agreement, Novavax shall retain all rights not expressly granted in this Clause 2.
1. The licence shall be for the period in which any Licensed IP shall remain valid and enforceable (the "License Period"), unless earlier terminated as provided in Section 10 7 April 22 1999 Novavax/Cantab - page: 7 hereof.
2.2 As soon Cantab shall be entitled to sublicense all or any part of its rights granted under Clause 2.1 above to third parties in such manner as is reasonably possible after it considers appropriate: Cantab shall promptly provide Novavax with information relating to the terms of such sublicence agreement and arrangements made in pursuance of such sublicence agreement to the extent appropriate to enable Novavax to ascertain Novavax's legal rights and financial expectations and enforce its legal rights arising in consequence of such sublicence, and such information shall without limitation include: parties to the agreement and its date of execution; the scope of the sublicence, as it relates to Licensed IP, including technical and geographical scope and whether the scope include the right to make, use and/or sell; the nature of measures taken by the sublicence terms to protect confidentiality of Novavax's Know-How and other confidential, proprietary or nonpublic information; and information relating to the development plan to be undertaken under such sublicense agreement, sufficient to ascertain the measures to be taken to achieve the milestones referred to in this agreement (and in any event within thirty (30) days of the date of this agreement), OUI will, at OUI’s cost, supply the Licensee with the Documents. OUI shall, for a period of one (1) year from the date of this agreement, continue to provide the Licensee with such documents achieve and materials as embody the Licensed Know How generated during that periodadvance product marketing and sales.
2.3 The Licensee may grant sub-licences with Novavax shall during the prior written consent term of OUIthis Agreement promptly notify Cantab of all information relating to improvements and/or developments to the Novasomes Adjuvant, the Licensed IP (including the legal status of the Licensed Patent Rights) or their application which are of relevance within the Field to the manufacturing or marketing of Licensed Product and any such improvements or developments shall form part of the Licensed IP licensed to Cantab free of any further charge or payment.
2.4 Novavax agrees to deliver, at the request and administrative expense of Cantab, such consent not documents as may reasonably be necessary to be unreasonably withheld, conditioned or delayedpermit Cantab to record its licensee interest in the Licensed IP, provided that:
2.3.1 That no such filing shall contain any confidential proprietary or non-public information of Novavax, and Cantab shall take all action necessary to ensure that no right title or interest in any licensed IP vests in Cantab by such recordal except the sub-licensee has obligations licence granted Clause 2.1 hereof, and Cantab shall in the event of termination in whole or in part of such licence, (upon request of Novavax and at Cantab's administrative expense) execute or procure for Novavax the execution of and file all such documents as may reasonably be necessary to record the Licensee commensurate with those which the Licensee has termination of any such rights granted to OUI Cantab under this agreement, except the financial terms of this agreement Agreement with any relevant registry or where it is not legally possible to include such obligations in the sub-licence;
2.3.2 the nature of the proposed sub-licensee is not likely in OUI's reasonable opinion to have any detrimental impact on the reputation of either OUI or of the University;
2.3.3 as soon as reasonably practicable following the grant of each sub-licence, the Licensee provides a certified copy of that sub-licence to OUI, such copy to be Confidential Information of the Licensee which may be redacted to the extent any information in such sub-licence does not relate to the Licensed Technology, OUI and/or this agreement;
2.3.4 the sub-licensee enters into a Deed of Covenant with OUI in the form set out in Schedule 4; and
2.3.5 no sub-licence will carry any right to sub-sub-licenseagency.
Appears in 1 contract
Samples: Licence Agreement (Novavax Inc)
Grant of Licence. [Please make sure that the Licence includes all necessary obligations required by third party funders]
2.1 In consideration of the payments required to be made under Licence Fee, the Up-Front Charges, and where applicable any additional sums payable in accordance with the provisions of this agreement by MLA, the Licensee, OUI Licensor hereby grants to the Licensee a licence in common with the Territory in respect of Licensor and any other person or persons who may be permitted by the Licensed Technology Licensor so to developdo, make, have made, use and have used , import, export and Market the Licensed Product in the Field on and subject to the terms and conditions hereinafter contained, for and during the Term, and subject to the provisions of clause 11 (Termination) herein after contained, to install, and maintain the Licensee’s Sub-Ducts in the Licensor’s Ducts and the Licensee’s Cables in the Licensee’s Sub-Ducts for the sole purposes of availing of Sub-Duct Self- Install in accordance with the Sub-Duct Self-Install Product Description. For the avoidance of doubt in the event of there being a conflict between this agreementMLA and any term of the Sub-Duct Self-Install Product Description, this MLA shall take precedence. For the avoidance of doubt, the licence hereby granted to the Licensee under this MLA does not confer and shall not be construed so as to confer on the Licensee any legal right or entitlement other than that as Licensee to install the Licensee’s Sub-Ducts into the Licensor’s Ducts and use the Licensor’s Ducts for the Sub-Duct Self-Install serving each Route.
2.2 Subject to clause 413 the Licensor warrants to the Licensee that it has in place all requisite approvals, consents, easements, rights of way and wayleaves over, under and along Public Roads to enable access by the Licensee to all of the Licensor’s Ducts for the purpose of availing of the Sub-Duct Self-Install.
2.3 Each Route shall be under the control of the Licensor who shall be entitled to exercise such control by itself or through its servants or agents.
2.4 The installation of the Licensee’s Sub-Ducts and Licensee’s Cables shall be at the sole risk and expense of the Licensee.
2.5 The use and maintenance of the Licensee’s Sub-Ducts and Licensee’s Cables shall be at the sole risk and expense of the Licensee.
2.6 The Licensor reserves the right to monitor each Route in order to ensure that the Sub-Duct Self-Install is used only by the Licensee for the purposes as set out in the Sub-Duct Self-Install Services Schedule and the Sub-Duct Self- Install Product Description (as amended from time to time); provided always that this does not entitle the Licensor to intercept the Licensee’s traffic. The Licensor’s right to monitor as described in this clause is to be exercised only for the purposes of ensuring that the Licensee complies with its obligations under this MLA, the Licence Sub-Duct Self-Install Service Schedule and under the Sub-Duct Self-Install Product Description.
2.7 The Licensor reserves the right to inspect / audit all work carried out by the Licensee at each Route and all access of the Licensee to the Licensor’s Ducts, in accordance with the IPM.
2.8 The Licensee is exclusive permitted to install the Licensee’s Sub-Ducts and Licensee’s Cables in the Field Licensor’s Ducts in relation accordance with the provisions of this MLA and in accordance with the methods and procedures set out in the IPM and in accordance with the Sub-Duct Self-Install Technical and Operational Manual.
2.9 The Licensee hereby acknowledges that the Licensor retains possession and control of each Route, whether the Route or any substituted Route and of any of the Licensor’s Ducts whatsoever on the Route, whether housing cable belonging to the Licensed Intellectual Property RightsLicensor or to the Licensee subject to the rights granted by this MLA and that nothing in this MLA is intended to or shall be deemed to confer any tenancy on the Licensee, and the Licensee undertakes with the Licensor that it will not in any way impede the Licensor or its servants or agents in the exercise of its rights of possession and control of the Route and the Licensor’s Ducts and shall comply with all reasonable directions and regulations which the Licensor makes, or may make, from time to time, and notifies reasonably in advance to the Licensee, from time to time, governing the Route, and every and any part thereof and of the Licensor’s Ducts.
2.10 The Licensee hereby further acknowledges that this licence granted under this MLA is personal to the Licensee and not assignable and the rights given hereunder may only be exercised by the Licensee for its benefit and that of its customers. The Licence is nonLicensee shall not be entitled to sub-exclusive licence space to any other third party in relation the Licensee’s Sub-Ducts however the Licensee shall be entitled to licence the use of the Licensee’s Cables in the Licensee’s Sub- Ducts in the Licensor’s Ducts to other third parties subject to the Licensed Know-How. OUI retains unrestricted rights to use and license others to use the Licensed Know-How; and to use and license the Licensed Technology outside the Fieldterms of this MLA.
2.2 As soon as is reasonably possible after 2.11 In the date event of this agreement (and in any event within thirty (30) days of the date of this agreement), OUI will, at OUI’s cost, supply unauthorised access by the Licensee with or the Documents. OUI shall, for a period of one Licensee’s Staff to
(1) year from the date Licensor’s Ducts in a Route or (2) to any part of the Licensor’s Ducts in the Licensor’s Network which are not licensed by this agreementMLA section 12.3 of the Sub-Duct Self-Install Product Description shall apply to such unauthorised access. In the event the Parties cannot resolve the unauthorised access to the satisfaction of the Licensor, continue the Licensor in its sole discretion reserves the right to provide terminate the Licensee licence for the effected Route or where appropriate this MLA in accordance with such documents and materials as embody the Licensed Know How generated during that periodclause 11.4.
2.3 2.12 The Licensee may grant sub-licences with maps of each Route shall be annexed hereto and each map is provided for the prior written consent purposes of OUI, such consent not to be unreasonably withheld, conditioned or delayed, provided that:
2.3.1 the sub-licensee has obligations to the Licensee commensurate with those which the Licensee has to OUI under this agreement, except the financial terms of this agreement or where it illustration only and is not legally possible intended to include such obligations in accurately reflect the sub-licence;
2.3.2 the nature ultimate position or size of the proposed subLicensee’s Sub-licensee is not likely in OUI's reasonable opinion to have Ducts and or the Licensee’s Cables or any detrimental impact on the reputation of either OUI or of the University;
2.3.3 as soon as reasonably practicable following the grant of each sub-licence, the Licensee provides a certified copy of that sub-licence to OUI, such copy to be Confidential Information of the Licensee which may be redacted to the extent any information in such sub-licence does not relate to the Licensed Technology, OUI and/or this agreement;
2.3.4 the sub-licensee enters into a Deed of Covenant with OUI in the form set out in Schedule 4; and
2.3.5 no sub-licence will carry any right to sub-sub-licensepart thereof.
Appears in 1 contract
Samples: Master Licence Agreement
Grant of Licence. [Please make sure that the Licence includes all necessary obligations required by third party funders]
2.1 In consideration Each of the payments required to be made under this agreement by the Licensee, OUI Licensors grants to the Licensee a licence in the Territory in respect of the Licensed Technology to develop, make, have made, use and have used used, import, export and Market the Licensed Product in the Field on and subject to the terms and conditions of this agreement. Subject to clause 44 and the GSK Evaluation Licence, the Licence is exclusive in the Field in relation to the respect of Licensed Intellectual Property Rights. The Licence is non-exclusive in relation to the Licensed Know-How. OUI retains The Licensors retain unrestricted rights to use and license others to use the Licensed Know-How; , and to use and license the Licensed Technology outside the FieldField and the Territory.
2.2 The Licence granted under clause 2.1 will be royalty free for the duration of the Covid- 19 Public Health Emergency Period subject to the Licensee Marketing the Licensed Products in accordance with clause 9.1. Following the Covid-19 Public Health Emergency Period the Licence will be subject to the royalty and other payment terms set out in clause 8.
2.3 As soon as is reasonably possible after the date of this agreement (and in any event within thirty (30) days of the date of this agreement), OUI will, at OUI’s cost, and OUSST will supply the Licensee with the Documents. OUI and OUSST shall, for a period of one (1) year from the date of this agreement, continue to provide the Licensee with such documents and materials as embody the Licensed Know Know-How generated during that period.
2.3 2.4 The Licensee may grant sub-licences with the prior written consent of OUI, such consent not to be unreasonably withheld, conditioned or delayed, provided that:
2.3.1 2.4.1 any sub-licences granted for the duration of the Covid-19 Public Health Emergency Period are royalty free and require the sub-licensee has to comply with the obligations set out in clauses 2.7.1 and 9.1;
2.4.2 any sub-licences granted following the Covid-19 Public Health Emergency contain obligations on the sub-licensee to the Licensee that are commensurate with those which the Licensee has to OUI each of the Licensors under this agreement, except the financial terms of this agreement or where it is not legally possible to include such obligations in the sub-licence;
2.3.2 2.4.3 the nature of the proposed sub-licensee is not likely in OUI's ’s or OUSST’s reasonable opinion to have any detrimental impact on the reputation of either OUI OUI, OUSST or of the University;
2.3.3 2.4.4 as soon as reasonably practicable following the grant of each sub-licence, the Licensee provides a certified copy of that sub-licence to OUIeach of the Licensors, such copy to be Confidential Information of the Licensee which may be redacted to the extent any information in such sub-licence does not relate to the Licensed Technology, OUI the Licensors and/or this agreement;
2.3.4 2.4.5 the sub-licensee enters into a Deed of Covenant with OUI the Licensors in the form set out in Schedule 4; and
2.3.5 2.4.6 no sub-licence will carry any right to sub-sub-license.
2.5 OUI will be deemed to have consented to a sub-licence within thirty (30) Business Days of receipt of such written request by the Licensee to grant a sub-licence, provided it has not refused consent or requested reasonable further time or information to consider the request within such thirty (30) Business Days period.
2.6 Notwithstanding clause 2.3, no prior written consent from OUI will be required for sub-licences if:
2.6.1 the sub-licensee or an Affiliate of the sub-licensee, at the time of entering into a new sub-licence, is already a licensee or a sub-licensee of the Licensee in respect of all or part of the Licensed Technology; or
2.6.2 the sub-licensee is an Affiliate of the Licensee;
Appears in 1 contract
Grant of Licence. [Please make sure 2.1 The Option granted to the Licensee by the Option Agreement may be exercised multiple times and the Parties agree that upon first exercise of the Option, the Parties will execute this Master Licence includes all necessary obligations required which in the first instance will cover the Licensed Technology in respect of which the initial Option was exercised and, on further exercises of the Option, additional Licensed Technology would be added to the Master Licence by third party funders]way of additions to 0.
2.1 2.2 In consideration of the payments required to be made under this agreement by the Licensee, OUI the Licensor grants to the Licensee a licence in the Territory in respect of the Licensed Technology to research, develop, make, have made, use and use, have used used, import, export have imported, and Market the Licensed Product Products in the Field on and subject to the terms and conditions of this agreementAgreement. Subject to clause 40, the Licence is exclusive in the Field in relation to the Licensed Intellectual Property RightsTechnology. For avoidance of doubt, Licensee shall have exclusive rights over Licensed Products in all indications. The Licence is non-exclusive in relation to the Licensed Know-How. OUI Licensor retains unrestricted rights to use and license others to use the Licensed Know-How; , and to use and license the Licensed Technology Technology, in each case outside the FieldField and for indications in respect of which the Licensee has not been granted an exclusive licence.
2.2 2.3 As soon as is reasonably possible practicable after the date of this agreement (and but in any event within thirty (30) no later than [**] days of after the date of this agreement)Agreement, OUI the Licensor will, at OUIthe Licensor’s cost, supply the Licensee with the Documents. OUI shallEach time any additional Licensed Technology is added to this Agreement the Licensor will, for a period of one (1) year from at the date of this agreementLicensor’s cost, continue to provide as soon as is reasonably possible, supply the Licensee with such documents and materials as embody the Documents pertaining to the additional Licensed Know How generated during that periodTechnology.
2.3 2.4 The Licensee may grant sub-licences with without the prior written consent of OUI, such consent not to be unreasonably withheld, conditioned or delayedthe Licensor, provided that:
2.3.1 (a) must contain diligence obligations not inconsistent with those set forth in this Agreement and a right to terminate the sub-licensee has obligations licence in the event of failure to the Licensee commensurate comply with those which diligence obligations;
(b) the Licensee has to OUI under this agreement, except nature or business of the financial terms of this agreement or where it is not legally possible to include such obligations in the proposed sub-licence;
2.3.2 the nature licensee or any Affiliate of the proposed sub-licensee is not likely in OUI's the fields of gambling, tobacco, arms dealing, drug trafficking or any other field that in the reasonable opinion to of the Licensor will have any a detrimental impact on the reputation of either OUI the Licensor or of the University;
2.3.3 as soon as reasonably practicable (c) immediately following the grant of each sub-licence, the Licensee provides shall provide a certified certified, redacted copy of that sub-licence (with commercially sensitive terms removed) to OUIthe Licensor;
(d) no sub-licensee shall be permitted to grant any further sub-licences (i) to parties who are, such copy to be Confidential Information or their Affiliates are carrying out business in the fields of gambling, tobacco, arms dealing, drug trafficking or any other field that in the reasonable opinion of the Licensee which may be redacted to Licensor will have a detrimental impact on the extent any information in such reputation of either the Licensor or of the University or (ii) that enable the sub-licence does not relate licensee’s sub licensee to grant further sub-licences without the Licensed Technology, OUI and/or this agreement;
2.3.4 prior written consent of the Licensor. For clarity the sub-licensee enters into shall only be able to grant a Deed sub-licence through one more tier without the prior written consent of Covenant with OUI in the form set out in Schedule 4Licensor;
(e) the Licensee should enforce any breach of the sub-licence against the sub-licensee if the breach would be a breach of this agreement if it had been committed under this agreement; and
2.3.5 no (f) the grant of any sub-licence will carry any right to sub-sub-licenseunder Licensed Technology that comprises Arising IP2 or Arising IP4 shall require the prior written consent of the Licensor which shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Option Agreement (Summit Corp PLC)
Grant of Licence. [Please make sure that 4.1 We grant You a non-exclusive, non-transferable, royalty-free, fee-free, perpetual Licence to use and copy the HI Licensed Material to obtain a NOC.
4.2 Nothing in this Licence includes all necessary obligations required by third party funders]
2.1 In consideration in any way transfers ownership of the payments required HI Licensed Material to be made under this agreement You.
4.3 This Licence gives You the right to do the following to enable you to obtain a NOC:
4.3.1 download, use, copy and/or incorporate the HI Licensed Material into Your Software Product and systems solely for the purpose of obtaining a NOC or other approval process authorised by the Licensee, OUI grants to the Licensee a licence in the Territory in respect Us; and
4.3.2 provide copies of the HI Licensed Technology Material to developtest laboratories (within Australia only) used by You for the purpose of facilitating You obtaining a NOC or other approval process authorised by Us, makeprovided You ensure the test laboratory complies with relevant terms of this Licence Agreement.
4.4 We will allow You to use the HI Licensed Material so long as, have madeat the time:
4.4.1 You comply with, and continue to comply with, this Licence Agreement; and
4.4.2 this Licence Agreement has not been terminated.
4.5 You may only use, distribute or sub-license the HI Licensed Material within Australia.
4.6 You may not, without obtaining prior written permission from Us:
4.6.1 use and have used , import, export and Market or make copies of the HI Licensed Product in the Field on and subject Material contrary to the terms and conditions of this agreementLicence Agreement;
4.6.2 disclose the HI Licensed Material to any person other than as provided for in this Licence Agreement;
4.6.3 license, sub-license, lend, sell, assign or transfer the HI Licensed Material, or any rights granted in this Licence Agreement contrary to the terms of this Licence Agreement; or
4.6.4 remove any copyright notices or proprietary legends from the HI Licensed Material, including any copyright notices or proprietary legends of third parties relating to third party Intellectual Property.
4.7 You agree that HI Licensed Material issued by Us by whatever means, is the only official HI Licensed Material until and unless We notify You otherwise. You may clarify what is included within HI Licensed Material by contacting Us or viewing the HI Licensed Material website.
4.8 We will use Our best endeavours to ensure that the HI Licensed Material is virus free up to the time that the HI Licensed Material leaves Our secure environment. You agree that You are responsible for virus scanning all HI Licensed Material before opening or copying to Your computer system.
4.9 You agree We are not responsible for the compatibility of Your Software Product or third party products developed using the HI Licensed Material.
4.10 You agree to notify Us, as soon as practicable of any faults, inaccurate or incomplete information, or lack of third party notices or licences You identify in the HI Licensed Material. We will use Our best endeavours to resolve issues.
4.11 You agree:
4.11.1 that the HI Licensed Material and any accompanying or related files or documents are provided 'as is' and that We do not warrant the HI Licensed Material; and
4.11.2 to comply with Schedule 1 of this Licence Agreement.
5.1 You acknowledge that the HI Licensed Material and the HI Licensed Material website are subject to constant development and may change at any time, without limitation, to reflect changes in legislative and administrative requirements of the Commonwealth. We agree to notify You by email of any developments and changes made to the HI Licensed Material after the change has been implemented. We may consult with You on any changes notified by Us.
5.2 Subject to clause 45.1, We may, from time to time, do any one or more of the following:
5.2.1 vary or supplement or approve a different version of the HI Licensed Material; and/or
5.2.2 revoke Our approval of any version of the HI Licensed Material. For the purpose of this clause, We will use Our best endeavours to provide You with 90 days’ prior notice.
5.3 We will provide You with access to new versions of the HI Licensed Material through Our website (with password protection).
5.4 Any variation, supplementation, approval or revocation of approval given under clause 5.2 takes effect in accordance with the notice period We provide to You at the time.
5.5 Subject to clause 5.1, We will use Our best endeavours to provide at least 90 days’ notice of any routine variations or supplements. However, the Licence is exclusive Parties agree that should an emergency variation or supplementation be required to be implemented, because of factors outside the control of the Parties, the Parties will use their best endeavours to implement that variation or supplementation in the Field in relation to the Licensed Intellectual Property Rights. The Licence is required time frame.
5.6 If at any time We give You a notice of non-exclusive in relation compliance under clause 4.1 of Schedule 1, You must, within 90 days, take whatever steps are necessary to resolve the Licensed Know-How. OUI retains unrestricted rights to use and license others to use the Licensed Know-How; and to use and license the Licensed Technology outside the Fieldnon- compliance.
2.2 As soon as is reasonably possible after the date of this agreement (and in any event within thirty (30) days of the date of this agreement), OUI will, at OUI’s cost, supply the Licensee with the Documents. OUI shall, for a period of one (1) year from the date of this agreement, continue to provide the Licensee with such documents and materials as embody the Licensed Know How generated during that period.
2.3 The Licensee may grant sub-licences with the prior written consent of OUI, such consent not to be unreasonably withheld, conditioned or delayed, provided that:
2.3.1 the sub-licensee has obligations to the Licensee commensurate with those which the Licensee has to OUI under this agreement, except the financial terms of this agreement or where it is not legally possible to include such obligations in the sub-licence;
2.3.2 the nature of the proposed sub-licensee is not likely in OUI's reasonable opinion to have any detrimental impact on the reputation of either OUI or of the University;
2.3.3 as soon as reasonably practicable following the grant of each sub-licence, the Licensee provides a certified copy of that sub-licence to OUI, such copy to be Confidential Information of the Licensee which may be redacted to the extent any information in such sub-licence does not relate to the Licensed Technology, OUI and/or this agreement;
2.3.4 the sub-licensee enters into a Deed of Covenant with OUI in the form set out in Schedule 4; and
2.3.5 no sub-licence will carry any right to sub-sub-license.
Appears in 1 contract
Samples: Licence Agreement
Grant of Licence. [Please make sure that the Licence includes all necessary obligations required by third party funders]
2.1 In consideration of the payments required Fees, and with reference to be made under such Services as are stated to form a part of this agreement by Agreement in the LicenseeOrder Form, OUI Storyful agrees to provide the Service to the Client on the following basis:
(a) Storyful will provide access during the Term via web browser to the Platform for the number of Client's Personnel defined on the Order Form;
(b) Storyful will provide access to the Digital Content via the Platform and/or via the mRSS feed;
(c) Storyful grants to the Licensee Client a licence limited non-exclusive, non-transferable, and royalty-free license to the Storyful Content during the Term;
(d) Storyful grants to the Client a limited perpetual, non-exclusive, non-transferable, and royalty- free license to the Cleared Content for the purposes described in Clause 2.2.
2.2 Provided that the Territory Client has purchased a Subscription, Client may use any Storyful Content and/or Cleared Content in respect order to (i) investigate, develop and produce news content, (ii) create derivative
2.3 Any Licensed Content or Restricted Content may not be used unless Client has (i) purchased a Licensed Content Package; or (ii) agreed a PAYG rate for use of the Licensed Technology Content.
2.4 If Client has purchased a Licensed Content Package or agreed to developa rate for PAYG Licensed Content then, make, have made, use and have used , import, export and Market the Licensed Product in the Field on and subject to the terms and conditions payment of this agreement. Subject the applicable Fees, Storyful grants to clause 4, the Licence is exclusive in the Field in relation to the Licensed Intellectual Property Rights. The Licence is Client a non-exclusive in relation exclusive, non- transferable and royalty-free license to the Licensed Know-How. OUI retains unrestricted rights Content or Restricted Content that Client may use on Permitted Client Media and Permitted Client Social Media (where relevant) without limitation, subject to use and license others to use the Licensed Know-How; and to use and license the Licensed Technology outside the Field.
2.2 As soon as is reasonably possible after the date of this agreement (and in any event within thirty (30) days of the date of this agreement), OUI will, at OUI’s cost, supply the Licensee with the Documents. OUI shallClause 2, for a period of one (1) year from the date of this agreementfirst download of each piece of Licensed Content or Restricted Content. If indicated on the Order Form, continue the foregoing license is extended to provide the Licensee with such documents and materials include Archive Rights, as embody the Licensed Know How generated during that perioddefined in Clause 1.1 (Definitions).
2.3 The Licensee 2.5 If Client uses Licensed Content or Restricted Content (i) without having purchased a Licensed Content Package, (ii) without agreeing to a rate for PAYG Licensed Content, (iii) in a way not permitted by the Licence, or (iv) uses an additional amount of Licensed Content or Restricted Content over the allotted number stated in the Order Form, Client will be invoiced at a rate to be determined by Storyful in accordance with its then current rate card or as stated in the Order Form.
2.6 Client may grant sub-licences with not (without the prior express written consent of OUIStoryful) re-upload the Digital Content to YouTube or syndicate, such consent not redistribute or resell any aspect of the Digital Content (regardless of license) to be unreasonably withheldany other party, conditioned including with the intention of allowing that third party to publish, broadcast (through any online or delayedbroadcast medium) or syndicate, redistribute or resell the Digital Content.
2.7 Notwithstanding the foregoing, and where expressly provided thatfor in the Order Form, Client use of the Licensed Content is permitted on the Permitted Client Social Media, subject to the terms of the Order Form. On the Permitted Client Social Media, Client is entitled to:
2.3.1 the sub-licensee has obligations (a) use and or link to the Licensee commensurate original Licensed Content; and
(b) use and or link to the Client’s use of the Licensed Content on its owned digital property (excluding YouTube).
2.8 Client warrants and represents that its use of the Digital Content, including use by any of its permitted affiliates, agents, contractors or other third parties, shall not:
(a) disparage, defame or reflect unfavourably upon Storyful or, in an unfair manner, and where identifiable, the content creator or on any other person depicted or referenced in the Digital Content;
(b) be defamatory, trade libellous, unlawfully threatening or unlawfully harassing;
(c) through misuse of the Digital Content, be obscene, pornographic, or liable to incite racial hatred or acts of terrorism;
(d) violate any applicable laws anywhere, including without limitation regarding unfair competition, anti-discrimination or false advertising; nor
(e) constitute use that is out of context with those which the Licensee has true narrative of the Digital Content, is otherwise misleading or that depicts any individual or situation depicted therein in a false or misleading light, having regard to OUI under this agreement, except the financial true context and/or narrative of the content.
2.9 Client acknowledges that use of the Digital Content is permitted on the Permitted Client Media and the Permitted Social Media subject to the terms of this agreement Agreement and any additional terms and conditions that are made available from time to time in Newswire in relation to that Digital Content.
2.10 From time to time and at its discretion, Storyful may remove or where it restrict access to, or amend the categorisation of, certain Digital Content in order to effectively manage Storyful's licenses, protect the rights of content creators, comply with Storyful's obligations to, its content partners, and/or otherwise to improve the Service. Client must comply with reasonable requests by Storyful under this clause. Additionally, Storyful may on occasion include, either within Newswire, the Digital Content, the Storyful Content, or elsewhere as part of the Services, specific instructions or disclaimers relating to the use of Digital Content and/or Storyful Content. Client agrees to comply with any such instructions or disclaimers as they relate to such Digital Content and/or Storyful Content.
2.11 Receiving credit is a material aspect of the Agreement for Storyful and its licensors. Client agrees to provide clear and legible attribution at least equal in all respects to any other provider of comparable services, or as otherwise requested by Storyful, including but not legally possible limited to instructions stated in Newswire and/or in an mRSS feed. Client’s failure to comply with this clause may constitute a material breach of this Agreement.
2.12 Where Digital Content contains a Watermark, Client shall include such obligations the Watermark in the sub-licence;
2.3.2 the nature same manner and as visible as originally provided in any use of the proposed sub-licensee is not likely in OUI's reasonable opinion to have any detrimental impact on the reputation of either OUI or Digital Content. Client may request a version of the University;Digital Content without the Watermark and Storyful may, at its discretion and subject to an additional fee, provide the Digital Content to Client without the Watermark. Client’s failure to comply with this clause shall constitute a material breach of this Agreement.
2.3.3 2.13 Except as soon as reasonably practicable following the grant of each sub-licence, the Licensee provides a certified copy of that sub-licence to OUI, such copy to be Confidential Information of the Licensee which may be redacted to the extent any information in such sub-licence does not relate to the Licensed Technology, OUI and/or this agreement;
2.3.4 the sub-licensee enters into a Deed of Covenant with OUI in the form expressly set out in Schedule 4; andthis Clause 2 or as otherwise permitted by law, Client may not make any reproduction, communication, display, or performance to the public of the Digital Content or otherwise disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the Digital Content.
2.3.5 no sub2.14 Storyful will provide Client with login and password details for Client’s Personnel to access the Platform and use the Digital Content. Client is responsible for all uses of the login and password details and shall ensure that all login and password details are always kept secure and confidential and will not disclose them to any third parties who are not authorised to use them.
2.15 If Client has purchased a Licensed Content Package or agreed to a rate for PAYG Licensed Content, then Client is obligated to use the Download Button when using any item of Licensed or Restricted Digital Content. Client acknowledges and agrees that activation of the Download Button in respect of any Licensed Content or Restricted Content constitutes a use of the relevant Digital Content and is payable in accordance with the rate or Licensed Content Package set out in the Order Form. Where Client fails to disclose all material information relating to use of Licensed Content or Restricted Content (for example: sourcing Licensed Content or Restricted Content other than via the Download Button without authorisation), Clause 4.4 may apply.
2.16 Storyful shall, if requested by Client, use its reasonable endeavours to reach out to uploaders of content (other than the Digital Content) specifically identified by Client with a view to procuring the necessary rights for Client to use such content (“Clearinghouse Services”). Clearinghouse Services fees shall be agreed on a case-licence will carry any by-case basis.
2.17 Storyful has the right to subdisplay, without limitation, any works/programs that incorporate the Licensed Content and/or other Digital Content, or part thereof, without limitation, throughout the Storyful organisation and its affiliated entities and on Storyful’s website and/or proprietary social media accounts for (i) internal and third-sub-licenseparty training, (ii) information, and/or (iii) marketing purposes.
Appears in 1 contract
Samples: Terms and Conditions
Grant of Licence. [Please make sure that the Licence includes all necessary obligations required by third party funders]To Manufacture
2.1 In consideration of the payments required Subject always to be made under this agreement by clause 2.6 below, Burberry hereby grants to the Licensee, OUI grants to the Licensee a licence in the Territory in respect of the Licensed Technology to develop, make, have made, use and have used , import, export and Market the Licensed Product in the Field on and subject to the terms and conditions of this agreement. Subject Agreement, a personal, non_transferable and Exclusive (other than in respect of GWPs) licence:
(A) to develop, and to produce and manufacture Licensed Products at the Factory strictly in accordance with the type and specifications from time to time Approved and to use:
(i) the Licensed Trade Marks in connection with the Products;
(ii) such other parts of the Burberry Intellectual Property, including the Formulae, as may be Approved from time to time only for the purpose of such manufacture; and
(B) to use such information as may at Burberry's sole discretion from time to time be provided by Burberry concerning the development, production and manufacture of products of the same type of merchandise as the Licensed Products, such information to be used only in connection with the development, production and manufacture of the Licensed Products and such information shall be know how and trade secret information of Burberry and subject to clause 426, and all goodwill howsoever arising from all such use shall accrue to Burberry.
2.2 The use in respect of any Licensed Products of any Burberry Intellectual Property pursuant to clause 2.1(A)(ii) in addition to the Licence is exclusive Licensed Trade Marks shall be limited to its use as Approved pursuant to clause 2.1(A)(ii) which Approval shall be in addition to the Approval required pursuant to clause 2.1(A)(i) and shall be limited to the single Product for which such Approval was specifically given. To Sell
2.3 Burberry hereby grants to the Licensee subject to the terms and conditions of this Agreement, a personal, non_transferable and Exclusive (other than in respect of GWPs) licence:
(A) to market, distribute and sell in the Field Territory Licensed Products to Retailers either directly or through Burberry Representatives or Distributors PROVIDED THAT:
(1) nothing in this Agreement:
(a) entitles the Licensee to establish and operate; or
(b) restricts Burberry or any other member of the Burberry Group from establishing and operating or granting any third party the right to establish and operate, Burberry Stores and/or a Burberry Website in the Territory; and
(2) subject to clause 14, nothing shall be deemed to grant any distribution rights to Licensed Products to Burberry or any other member of the Burberry Group; and
(B) to use such Burberry Intellectual Property in such a manner as is specifically Approved but in any event only in relation to the marketing, distribution and sale of the Licensed Intellectual Property Rights. Products, and all goodwill howsoever arising from all such marketing, distribution and sales and use shall accrue to Burberry.
2.4 The Licence is non-exclusive Licensee shall consider in relation good faith such factors as Burberry considers relevant to the Licensed Know-How. OUI retains unrestricted rights to use marketing, distribution and license others to use sale of the Licensed Know-HowProducts within the Territory.
2.5 Except as otherwise provided in this Agreement, Burberry shall not during the Term:
(A) market, distribute and sell; or
(B) license any person (including any other member of the Burberry Group) other than the Licensee to market, distribute and sell, or
(C) develop, produce and manufacture or license any person (including any other member of the Burberry Group) other than the Licensee to use develop, produce and license manufacture, except with the prior approval of the Licensee, in the Territory any Products bearing the Licensed Technology outside Trade Marks except for the Fieldpurposes of sales to and by Excluded Stores, the restriction in this clause 2.5 being referred to as "Exclusivity" and clauses 2.1 and 2.3 shall be construed accordingly. In the event that Burberry requests the Licensee to manufacture and/or supply Products (including without limitation limited production items) to the Excluded Stores ("Excluded Products") and the Licensee does not confirm its agreement to do so within 28 days of Burberry's request, the provisions of this clause 2.5 shall not apply to Burberry in respect of such Excluded Products.
2.2 As soon as is reasonably possible after 2.6 Notwithstanding clause 2.1 above and without prejudice to clauses 2.3 and 2.5(A) and (B), Burberry may at any time notify the date Licensee that it has reasonable grounds to believe it might terminate this Agreement at a future date, whether pursuant to the provisions of this agreement (and in any event within thirty (30) days clause 20 or by reason of the expiry of the Term provided that in the case of possible termination pursuant to clause 20 such notice shall be given not earlier than 18 months before the possible termination date and shall specify the grounds relied on by Burberry. Burberry shall have the right, and the other members of this agreement)the Burberry Group shall have the right, OUI will, at OUI’s cost, supply the Licensee with the Documents. OUI shall, for a period of one (1) year forthwith from the date of this agreementsuch notification to develop, continue produce and manufacture or have developed, produced and manufactured any Products whether or not bearing any Burberry Intellectual Property in the Territory. No Sub-licensing
2.7 Subject to provide the Licensee Licensee's right to appoint Distributors in accordance with such documents clause 5, the Licence Rights are non_transferable and materials as embody the Licensed Know How generated during that period.
2.3 The Licensee may grant sub-licences with the prior written consent of OUI, such consent not to be unreasonably withheld, conditioned or delayed, provided that:
2.3.1 the sub-licensee has obligations personal to the Licensee commensurate with those which the Licensee has accordingly and without prejudice to OUI under this agreement, except the financial terms of this agreement or where it is not legally possible to include such obligations in the sub-licence;
2.3.2 the nature of the proposed sub-licensee is not likely in OUI's reasonable opinion to have any detrimental impact on the reputation of either OUI or of the University;
2.3.3 as soon as reasonably practicable following the grant of each sub-licenceclause 34, the Licensee provides a certified copy shall not have any rights to grant sub_licences in respect of all or any part of the Licence Rights and accordingly only the Licensee is entitled to develop, produce and manufacture pursuant to clause 2.1 and only the Licensee is entitled to market, distribute and sell pursuant to clause 2.3.
2.8 The rights granted under this Agreement are granted to the Licensee only and no members of the Licensee's Group (other than those which are Distributors) shall be entitled to exercise the rights granted to the Licensee. In addition, without prejudice to the foregoing, the Licensee shall procure that sub-licence no company within the Licensee's Group does anything which is contrary to OUI, such copy the Licensee's obligations under this Agreement.
2.9 Burberry is entitled and shall be in no way restricted from doing or causing to be Confidential Information of the Licensee done anything which may be redacted to the extent any information in such sub-licence does is not relate to the Licensed Technology, OUI and/or this agreement;
2.3.4 the sub-licensee enters into a Deed of Covenant with OUI in the form set out in Schedule 4; and
2.3.5 no sub-licence will carry any right to sub-sub-licenseexpressly prohibited by clause 2.5.
Appears in 1 contract
Samples: Licence Agreement
Grant of Licence. [Please make sure that the Licence includes all necessary obligations required by third party funders]
2.1 In consideration of the payments required to be made under this agreement by the Licensee, OUI the Licensor hereby grants to the Licensee a licence in the Territory under and in respect of the Licensed Technology to develop, have developed, research, have researched, make, have made, import, have imported, use and have used , import, export and Market the Licensed Product Products in the Field on and subject to the terms and conditions of this agreement. .
2.2 Subject to clause 4, the Licence is (i) exclusive in respect of the Field in relation to the Licensed Intellectual Property Rights. The Licence is non-Application; (ii) exclusive in relation to respect of the Exclusive Licensed Know-How; and (iii) in respect of all other rights licensed beyond (i) and (ii) above, is non-exclusive. OUI Subject to Clause 4 and 7, the Licensor retains unrestricted rights to use and license others to use the Licensed Know-How; and to use and license the Licensed Technology outside the Field.
2.2 As soon as is reasonably possible 2.3 Within 10 days after the date of this agreement (and in any event within thirty (30) days of agreement, the date of this agreement), OUI Licensor will, at OUIthe Licensor’s cost, supply the Licensee with the Primary Documents and shall thereafter take reasonable steps to promptly supply the remaining Documents. OUI Additionally, Licensor shall, for a period of one (1) year upon reasonable request from the Licensee made at any time within [*] from the date of this agreement, continue and subject to provide any obligations of confidentiality owed to third parties, use reasonable endeavours to supply copies of any other documents that are specifically identified to the Licensor by the Licensee with such documents as being in the Licensor’s, or the University’s possession which the Licensor is legally able to supply to the Licensee and materials as embody which are reasonably useful for the purposes of developing or Marketing any of the Licensed Know How generated during that periodTechnology.
2.3 The 2.4 Subject to clause 2.5 below, the Licensee may grant sub-licences with under the prior written consent of OUI, such consent not to be unreasonably withheld, conditioned or delayedLicence, provided that:
2.3.1 (a) the sub-licensee has obligations to the Licensee commensurate with those which the Licensee has to OUI the Licensor under this agreement, except the financial terms of this agreement or where it is not legally possible to include such obligations in the sub-licence;; and
2.3.2 the nature of the proposed sub-licensee is not likely in OUI's reasonable opinion to have any detrimental impact on the reputation of either OUI or of the University;
2.3.3 as soon as reasonably practicable (b) promptly following the grant of each sub-licence, the Licensee provides a certified copy of that sub-licence (redacted to OUI, such copy to be Confidential Information of exclude the Licensee which may be redacted financial terms or commercialisation plans to the extent necessary to reflect any information in such sub-licence does not relate obligations of confidentiality owed to the Licensed Technology, OUI and/or this agreement;
2.3.4 the sub-licensee enters into a Deed of Covenant with OUI in and any other terms relating to technology or other matters not licensed under or concerning this agreement) to the form set out in Schedule 4Licensor; and
2.3.5 (c) no sub-licence will will, without the Licensor’s consent (such consent not to be unreasonable withheld or delayed), carry any right to sub-sub-license; and,
(d) upon termination of the Licence (or part thereof in respect of one or more countries) all sub-licences granted under the Licence (either for the whole territory where the Licence is terminated, or for those countries where the Licence is terminated only in respect of certain countries) shall automatically terminate.
2.5 Licensor may object to the grant of a sub-licence under the Licence to a particular entity for the commercial sale of the Licensed Products, if, due to the nature of that entity’s business, the grant to that entity will in the opinion of the Licensor (acting reasonably in its assessment) have a material detrimental impact on the reputation of the University. Any objection under this section must be made by Licensor in writing within fifteen (15) Business Days of notification by Licensee. If such an objection is made in accordance with the foregoing, and if Licensee disagrees with that objection, Licensee shall refer the objection to the chairman of the Wellcome Trust who shall nominate a member of the Wellcome Trust executive board to adjudicate on the matter. If, in the Trust’s opinion (being determined by the executive board member acting reasonably) the Trust considers the grant of such rights to such entity will, by virtue of the nature of the business of that entity, be materially detrimental to the reputation of the University, then Licensee shall not grant such sub-licence. In all other circumstances, irrespective of any objection by the Licensor, the Licensee shall be entitled to grant sub-licences in accordance with clause 2.4.
2.6 Licensor consents to the sale to the Licensee of the Vector, cell lines and other biological materials and regulatory documentation related to the Vector in the possession of Professor [*] and where University consent is required, shall use reasonable endeavours to procure such consent.
Appears in 1 contract
Grant of Licence. [Please make sure that the Licence includes all necessary obligations required by third party funders]
2.1 In consideration of the payments required to be made under this agreement by the Licensee, OUI grants to the Licensee a licence in the Territory in respect of the Licensed Technology to develop, make, have made, use and have used , import, export and Market the Licensed Product in the Field on and subject 4.1 Subject to the terms and conditions of this agreement. Subject to clause 4Agreement, the Licence is exclusive Licensor hereby grants to the Licensee:
4.1.1 a limited, non-exclusive, non-assignable and revocable licence for the use of the Trade Mark in association with the Services provided under the Permitted Purpose in the Field Territory only, and in such manner or form as authorized, approved and/or amended by the Licensor in its sole and absolute discretion in writing from time to time, provided however that the Licensee shall not use the House Mark on a standalone basis; and
4.1.2 a limited, non-assignable and revocable right for the Use of Permitted Names in relation to its Services for the Permitted Purposes in the Territory only, and in such manner or form as authorized, approved and/or amended by the Licensor in its sole and absolute discretion in writing from time to time, collectively, the “Licensed Intellectual Property Rights. The Licence is non-exclusive in relation to the Licensed Know-How. OUI retains unrestricted rights to use and license others to use the Licensed Know-How; and to use and license the Licensed Technology outside the Field”.
2.2 4.2 As soon as is reasonably possible after the date of this agreement (and in any event within thirty (30) days of the date of this agreement)Agreement and in any case subject to Clause 3.2, OUI will, at OUI’s cost, supply the Licensor approves and agrees that the Licensee with the Documents. OUI shall, for a period of one (1) year from the date of this agreement, continue to provide the Licensee with such documents and materials as embody the Licensed Know How generated during that period.
2.3 The Licensee may shall grant sub-licences with to such Existing Sub-licensees for use of the relevant Permitted Names and/or Trade Mark in the relevant Territory as specified in the Fourth Schedule (the “Approved Entities”) on terms and conditions as stipulated in Clause 5. The granting of Sub-licences to the Approved Entities shall be completed within two (2) months from the Commencement Date, provided however that the Licensee shall not grant any Sub- licence to any Approved Entities which, by the later of the Commencement Date and the date of the proposed grant of the relevant Sub-licence, has ceased to be a Subsidiary of the Licensee, or in the case of an Approved Entity which is not a Subsidiary of the Licensee, the Licensee’s equity interest in such Approved Entity has fallen below the Licensee’s effective interest as stated in the relevant company information sheet in the Fourth Schedule. The Licensee shall provide to the Licensor copy of each and every such Sub-licence promptly upon grant.
4.3 Subject to prior written consent of OUI, the Licensor (such consent not to be unreasonably withheld, conditioned withheld or delayed, provided that:
2.3.1 the sub-licensee has obligations to the Licensee commensurate with those which the Licensee has to OUI under this agreement, except the financial terms of this agreement or where it is not legally possible to include such obligations in the sub-licence;
2.3.2 the nature of the proposed sub-licensee is not likely in OUI's reasonable opinion to have any detrimental impact on the reputation of either OUI or of the University;
2.3.3 as soon as reasonably practicable following the grant of each sub-licence), the Licensee provides a certified copy may grant additional Sub-licences to its Subsidiaries for use of that subthe relevant Permitted Names and/or use of the relevant Trade Mark, as may be approved by the Licensor, on such terms and conditions as stipulated in Clause 5.
4.4 The Licensor and the Licensee agree to promptly update the Fourth Schedule when and if any Sub-licence is revoked or terminated, or if there are any new Sub-licensees.
4.5 With respect to OUI, such copy to be Confidential Information the Licensee’s (and/or its relevant Sub-licensees’) incorporation and/or use of the Licensee which may be redacted XXXXX EXPRESS Names and Marks (as further defined below) for the provision of Services in association with the Permitted Purpose, the aforesaid grant of the Licensed Rights shall only cover the Licensee’s (and/or its relevant Sub-licensees’) use of the XXXXX EXPRESS Names and Marks for its/their provision of international goods delivery, logistics, courier, freight- forwarding, shipment or any other related services in its/their licensed Territory and for provision of any such outbound services from its/their licensed Territory to other territories, but in the case of any provision of any such outbound services from its/their licensed Territory under the XXXXX EXPRESS Names and Marks to Thailand, up to the extent any information first port of arrival (but not inland or on land) in such subThailand. Save as aforesaid, the Licensee (and/or its relevant Sub-licence does not relate to the Licensed Technology, OUI and/or this agreement;
2.3.4 the sub-licensee enters into a Deed of Covenant with OUI in the form set out in Schedule 4; and
2.3.5 licensees) shall have no sub-licence will carry any further right to sub-sub-license.use the XXXXX EXPRESS Names and Marks for the provision of the Thailand Express Services (as further defined below) in any or all of those destinations or other countries or territories outside its/their licensed Territory. For the purpose of this Clause 4.5 and Clause 6.3.2:
Appears in 1 contract
Samples: Licensing Agreement
Grant of Licence. [Please make sure that the Licence includes all necessary obligations required by third party funders]
2.1 In consideration of the payments required Fees, and with reference to be made under such Services as are stated to form a part of this agreement by Agreement in the LicenseeOrder Form, OUI Storyful agrees to provide the Service to the Client on the following basis:
(a) Storyful will provide access during the Term via web browser to the Platform for the number of Client's Personnel defined on the Order Form;
(b) Storyful will provide access to the Digital Content via the Platform and/or via the mRSS feed;
(c) Storyful grants to the Licensee Client a licence limited non-exclusive, non-transferable, and royalty-free license to the Storyful Content during the Term;
(d) Storyful grants to the Client a limited perpetual, non-exclusive, non-transferable, and royalty- free license to the Cleared Content for the purposes described in Clause 2.2.
2.2 Provided that the Territory Client has purchased a Subscription, Client may use any Storyful Content and/or Cleared Content in respect order to (i) investigate, develop and produce news content, (ii) create derivative
2.3 Any Licensed Content or Restricted Content may not be used unless Client has (i) purchased a Licensed Content Package; or (ii) agreed a PAYG rate for use of the Licensed Technology Content.
2.4 If Client has purchased a Licensed Content Package or agreed to developa rate for PAYG Licensed Content then, make, have made, use and have used , import, export and Market the Licensed Product in the Field on and subject to the terms and conditions payment of this agreement. Subject the applicable Fees, Storyful grants to clause 4, the Licence is exclusive in the Field in relation to the Licensed Intellectual Property Rights. The Licence is Client a non-exclusive in relation exclusive, non- transferable and royalty-free license to the Licensed Know-How. OUI retains unrestricted rights Content or Restricted Content that Client may use on Permitted Client Media and Permitted Client Social Media Platforms (where relevant) without limitation, subject to use and license others to use the Licensed Know-How; and to use and license the Licensed Technology outside the Field.
2.2 As soon as is reasonably possible after the date of this agreement (and in any event within thirty (30) days of the date of this agreement), OUI will, at OUI’s cost, supply the Licensee with the Documents. OUI shallClause 2, for a period of one (1) year from the date of this agreementfirst download of each piece of Licensed Content or Restricted Content. If indicated on the Order Form, continue the foregoing license is extended to provide the Licensee with such documents and materials include Archive Rights, as embody the Licensed Know How generated during that perioddefined in Clause 1.1 (Definitions).
2.3 The Licensee 2.5 If Client uses Licensed Content or Restricted Content (i) without having purchased a Licensed Content Package, (ii) without agreeing to a rate for PAYG Licensed Content, (iii) in a way not permitted by the Licence, or (iv) uses an additional amount of Licensed Content or Restricted Content over the allotted number stated in the Order Form, Client will be invoiced at a rate to be determined by Storyful in accordance with its then current rate card or as stated in the Order Form.
2.6 Client may grant sub-licences with not (without the prior express written consent of OUIStoryful) re-upload the Digital Content to YouTube or syndicate, such consent not redistribute or resell any aspect of the Digital Content (regardless of license) to be unreasonably withheldany other party, conditioned including with the intention of allowing that third party to publish, broadcast (through any online or delayedbroadcast medium) or syndicate, redistribute or resell the Digital Content.
2.7 Notwithstanding the foregoing, and where expressly provided thatfor in the Order Form, Client use of the Licensed Content is permitted on the Permitted Client Social Media Platforms, subject to the terms of the Order Form. On the Permitted Client Social Media Platforms, Client is entitled to:
2.3.1 the sub-licensee has obligations (a) use and or link to the Licensee commensurate original Licensed Content; and
(b) use and or link to the Client’s use of the Licensed Content on its owned digital property (excluding YouTube).
2.8 Client warrants and represents that its use of the Digital Content, including use by any of its permitted affiliates, agents, contractors or other third parties, shall not:
(a) disparage, defame or reflect unfavourably upon Storyful or, in an unfair manner, and where identifiable, the content creator or on any other person depicted or referenced in the Digital Content;
(b) be defamatory, trade libellous, unlawfully threatening or unlawfully harassing;
(c) through misuse of the Digital Content, be obscene, pornographic, or liable to incite racial hatred or acts of terrorism;
(d) violate any applicable laws anywhere, including without limitation regarding unfair competition, anti-discrimination or false advertising; nor
(e) constitute use that is out of context with those which the Licensee has true narrative of the Digital Content, is otherwise misleading or that depicts any individual or situation depicted therein in a false or misleading light, having regard to OUI under this agreement, except the financial true context and/or narrative of the content.
2.9 Client acknowledges that use of the Digital Content is permitted on the Permitted Client Media and the Permitted Social Media Platforms subject to the terms of this agreement Agreement and any additional terms and conditions that are made available from time to time in Newswire in relation to that Digital Content.
2.10 From time to time and at its discretion, Storyful may remove or where it restrict access to, or amend the categorisation of, certain Digital Content in order to effectively manage Storyful's licenses, protect the rights of content creators, comply with Storyful's obligations to, its content partners, and/or otherwise to improve the Service. Client must comply with reasonable requests by Storyful under this clause. Additionally, Storyful may on occasion include, either within Newswire, the Digital Content, the Storyful Content, or elsewhere as part of the Services, specific instructions or disclaimers relating to the use of Digital Content and/or Storyful Content. Client agrees to comply with any such instructions or disclaimers as they relate to such Digital Content and/or Storyful Content.
2.11 Receiving credit is a material aspect of the Agreement for Storyful and its licensors. Client agrees to provide clear and legible attribution at least equal in all respects to any other provider of comparable services, or as otherwise requested by Storyful, including but not legally possible limited to instructions stated in Newswire and/or in an mRSS feed. Client’s failure to comply with this clause may constitute a material breach of this Agreement.
2.12 Where Digital Content contains a Watermark, Client shall include such obligations the Watermark in the sub-licence;
2.3.2 the nature same manner and as visible as originally provided in any use of the proposed sub-licensee is not likely in OUI's reasonable opinion to have any detrimental impact on the reputation of either OUI or Digital Content. Client may request a version of the University;Digital Content without the Watermark and Storyful may, at its discretion and subject to an additional fee, provide the Digital Content to Client without the Watermark. Client’s failure to comply with this clause shall constitute a material breach of this Agreement.
2.3.3 2.13 Except as soon as reasonably practicable following the grant of each sub-licence, the Licensee provides a certified copy of that sub-licence to OUI, such copy to be Confidential Information of the Licensee which may be redacted to the extent any information in such sub-licence does not relate to the Licensed Technology, OUI and/or this agreement;
2.3.4 the sub-licensee enters into a Deed of Covenant with OUI in the form expressly set out in Schedule 4; andthis Clause 2 or as otherwise permitted by law, Client may not make any reproduction, communication, display, or performance to the public of the Digital Content or otherwise disseminate, sell, give away, hire, lease, offer or expose for sale or distribute the Digital Content.
2.3.5 no sub2.14 Storyful will provide Client with login and password details for Client’s Personnel to access the Platform and use the Digital Content. Client is responsible for all uses of the login and password details and shall ensure that all login and password details are always kept secure and confidential and will not disclose them to any third parties who are not authorised to use them.
2.15 If Client has purchased a Licensed Content Package or agreed to a rate for PAYG Licensed Content, then Client is obligated to use the Download Button when using any item of Licensed or Restricted Digital Content. Client acknowledges and agrees that activation of the Download Button in respect of any Licensed Content or Restricted Content constitutes a use of the relevant Digital Content and is payable in accordance with the rate or Licensed Content Package set out in the Order Form. Where Client fails to disclose all material information relating to use of Licensed Content or Restricted Content (for example: sourcing Licensed Content or Restricted Content other than via the Download Button without authorisation), Clause 4.4 may apply.
2.16 Storyful shall, if requested by Client, use its reasonable endeavours to reach out to uploaders of content (other than the Digital Content) specifically identified by Client with a view to procuring the necessary rights for Client to use such content (“Clearinghouse Services”). Clearinghouse Services fees shall be agreed on a case-licence will carry any by-case basis.
2.17 Storyful has the right to subdisplay, without limitation, any works/programs that incorporate the Licensed Content and/or other Digital Content, or part thereof, without limitation, throughout the Storyful organisation and its affiliated entities and on Storyful’s website and/or proprietary social media accounts for (i) internal and third-sub-licenseparty training, (ii) information, and/or (iii) marketing purposes.
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Samples: Terms and Conditions
Grant of Licence. [Please make sure that the Licence includes all necessary obligations required by third party funders]
2.1 In consideration of the payments required to be made under this agreement by the Licensee, OUI Licensor grants to the Licensee a licence in the Territory in respect of the Licensed Technology to develop, make, have made, use and have used used, import, export and Market the Licensed Product in the Field on and subject to the terms and conditions of this agreement. Subject to clause 4, the Licence is exclusive in the Field in relation to the respect of Licensed Intellectual Property Rights. The Licence is non-exclusive in relation to the Licensed Know-How. OUI Licensor retains unrestricted rights to use and license others to use the Licensed Know-How; , and to use and license the Licensed Technology outside the FieldField and the Territory.
2.2 As soon as is reasonably possible after the date of this agreement (and in any event within thirty (30) days of the date of this agreement), OUI Licensor will, at OUILicensor’s cost, supply the Licensee with the Documents. OUI Licensor shall, for a period of one (1) year from the date of this agreement, continue to provide the Licensee with such documents and materials as embody the Licensed Know Know-How generated during that period.
2.3 The Licensee may grant sub-licences with the prior written consent of OUILicensor, such consent not to be unreasonably withheld, conditioned or delayed, provided that:
2.3.1 the sub-licensee has obligations to the Licensee commensurate with those which the Licensee has to OUI Licensor under this agreement, except the financial terms of this agreement or where it is not legally possible to include such obligations in the sub-licence;
2.3.2 the nature of the proposed sub-licensee is not likely in OUI's Licensor’s reasonable opinion to have any detrimental impact on the reputation of either OUI or of the UniversityLicensor;
2.3.3 as soon as reasonably practicable following the grant of each sub-licence, the Licensee provides a certified copy of that sub-licence to OUILicensor, such copy to be Confidential Information of the Licensee which may be redacted to the extent any information in such sub-licence does not relate to the Licensed Technology, OUI Licensor and/or this agreement;
2.3.4 the sub-licensee enters into a Deed of Covenant with OUI Licensor in the form set out in Schedule 4; and
2.3.5 no sub-licence will carry any right to sub-sub-license.
2.4 Licensor will be deemed to have consented to a sub-licence within thirty (30) Business Days of receipt of such written request by the Licensee to grant a sub-licence, provided it has not refused consent or requested reasonable further time or information to consider the request within such thirty (30) Business Days period.
2.5 Notwithstanding clause 2.3, no prior written consent from Licensor will be required for sub-licences if:
2.5.1 the sub-licensee or an Affiliate of the sub-licensee, at the time of entering into a new sub-licence, is already a licensee or a sub-licensee of the Licensee in respect of all or part of the Licensed Technology; or
2.5.2 the sub-licensee is an Affiliate of the Licensee;
3.4 but is not required to comply with the other provisions of that clause.
2.6 The Licensee will:
2.6.1 ensure that the Licensed Technology will be developed and marketed in association with the Licensed Products fully in compliance with all applicable laws and regulations, including applicable construction regulations and any other regulations governing the certification of products to indicate conformity with health, safety, and environmental protection standards that are applicable in the United Kingdom, United States of America, European Union, and any other applicable countries in which the Licensed Technology is being marketed;
2.6.2 comply with any United Nations trade sanctions or EU or UK legislation or regulation, from time to time in force, which impose arms embargoes or control the export from the United Kingdom of goods, technology or software, including weapons of mass destruction and arms, military, paramilitary and security equipment and dual-use items (items designed for civil use, but which can be used for military purposes) and certain drugs and chemicals; and
2.6.3 not export, directly or indirectly, the Licensed Technology, Licensed Products or any technical data associated with the Licensed Technology to any country for which at the time of export an export licence or other governmental approval is required without first obtaining such licence or approval.
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Grant of Licence. [Please make sure that 1.1 Subject to the Licence includes all necessary obligations required by third party funders]
2.1 In consideration terms of the payments required to be made under this agreement by relevant Services Contract, the Licensee, OUI Licensor grants to the Licensee a non-exclusive, non-transferable licence in to use the Marks within the Territory in respect connection with:
(a) the issue;
(b) the operation;
(c) the marketing; and
(d) the promotion; of the Licensed Technology to develop, make, have made, use and have used , import, export and Market ETFs listed on the Licensed Product Exchanges as specified in the Field on and subject to the terms and conditions of this agreement. Subject to clause 4, the Licence is exclusive in the Field in relation to the Licensed Intellectual Property Rights. The Licence is non-exclusive in relation to the Licensed Know-How. OUI retains unrestricted rights to use and license others to use the Licensed Know-How; and to use and license the Licensed Technology outside the Fieldrelevant Order Forms.
2.2 As soon as is reasonably possible after 1.2 The Licensee must give the date of this agreement (and in any event within Licensor at least thirty (30) days of written notice in advance prior to listing any Licensed ETF on the date of this agreement), OUI will, at OUI’s cost, supply the Exchanges.
1.3 The Licensee with the Documents. OUI shall, for a period of one (1) year from the date of this agreement, continue to provide the Licensee with such documents and materials as embody must not list the Licensed Know How generated during that period.
2.3 The Licensee may grant sub-licences with ETFs on any exchange other than the Exchanges (as set out in the relevant Order Form for Licensed ETF(s)) without the Licensor’s prior written consent of OUIconsent, such consent not to be unreasonably withheld.
1.4 Subject to the terms of the relevant Services Contract, conditioned the Licensee may incorporate the name of the relevant Index or delayedMxxx within the name of a Licensed ETF, provided that:
2.3.1 , the sub-licensee has obligations positioning of the Index or Mxxx within the name of a Licensed ETF shall be subject to the prior approval of Licensor (such approval not to be unreasonably withheld or delayed). The Licensor and Licensee commensurate with those which agree that: (1) notwithstanding that the Marks and the Licensee has to OUI under this agreementtrademark may be used together, except the financial terms combined use of this agreement or where it these two individual trademarks is not legally possible a unitary trademark or composite trademark, and neither the Licensor nor the Licensee shall seek to include register, or cause or permit any other person or entity to register, such obligations combination as a unitary or composite trademark and (ii) any goodwill accruing from the use by either the Licensor or the Licensee of such marks will, in the sub-licence;
2.3.2 the nature case of the proposed sub-licensee is not likely Marks, accrue solely to Licensor and, in OUI's reasonable opinion to have any detrimental impact on the reputation of either OUI or case of the University;
2.3.3 as soon as reasonably practicable following Licensee trademark, accrue solely to Licensee. In the grant event that the Licensee wishes to change or amend the name of each sub-licencea Licensed ETF, the Licensee provides a certified copy shall provide Licensor with at least ten (10) days’ prior written notice of that sub-licence such name change (including the old and new names). Subject to OUIthe relevant Services Contract remaining in force, such copy to be Confidential Information the Licensee shall always use the Mxxx in the name of the Licensed ETF.
1.5 The Licensee which may be redacted may, in documents relating to Licensed ETFs, include factual statements, graphs or diagrams referring to past performance of the relevant Indices, subject to the extent any information condition that:
(a) the Licensee exercises reasonable care and skill in doing so,
(b) the Licensee makes sure that the contents of such sub-licence does not relate to the Licensed Technology, OUI and/or this agreement;
2.3.4 the sub-licensee enters into a Deed of Covenant with OUI in the form set out in Schedule 4documents are correct and accurate; and
2.3.5 no sub-licence will carry (c) any right such inclusion is for a purpose ancillary to sub-sub-licensethe operation, marketing or promotion of the Licensed ETF.
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