Grants to Buyer. Seller (on behalf of itself and its Affiliates), in consideration of the amounts due under the Asset Purchase Agreement, hereby grants to Buyer and its Affiliates: 2.1.1 an exclusive (even as to Seller and its Affiliates), worldwide, non-transferable (except as provided in Section 7.6), perpetual (except as provided in ARTICLE 6), irrevocable (except as provided in ARTICLE 6), royalty-free (except for the royalties payable under the Asset Purchase Agreement) license, with the right to grant sublicenses in accordance with Section 2.3, under the Licensed microRNA Classifier Patents to Exploit the Thyroid 5 microRNA Classifier, the Thyroid 10 microRNA Classifier and the Pancreas microRNA Test and for the purpose of diagnosing thyroid cancer or pancreatic cancer, as applicable; 2.1.2 an exclusive (even as to Seller and its Affiliates), worldwide, non-transferable (except as provided in Section 7.6), perpetual (except as provided in ARTICLE 6), irrevocable (except as provided in ARTICLE 6), royalty-free (except for the royalties payable under the Asset Purchase Agreement) license, with the right to grant sublicenses in accordance with Section 2.3, under the Licensed mir-21 Patents to Exploit ASRs and Reagents, for the purpose of diagnosing thyroid cancer or pancreatic cancer; 2.1.3 a worldwide, non-transferable (except as provided in Section 7.6), perpetual (except as provided in ARTICLE 6), irrevocable (except as provided in ARTICLE 6), royalty-free (except for the royalties payable under the Asset Purchase Agreement) license, with the right to grant sublicenses in accordance with Section 2.3, under the Licensed Thyroid Test Know-How, which license shall be (a) exclusive (even as to Seller and its Affiliates) to Exploit the Thyroid Test Version One, Thyroid Test Version Two or Thyroid Test Version Three and (b) subject to clause (a), non-exclusive for the purpose of diagnosing thyroid cancer; 2.1.4 a worldwide, non-transferable (except as provided in Section 7.6), perpetual (except as provided in ARTICLE 6), irrevocable (except as provided in ARTICLE 6), royalty-free (except for the royalties payable under the Asset Purchase Agreement) license, with the right to grant sublicenses in accordance with Section 2.3, under the Licensed Thyroid microRNA Know-How, which license shall be (a) exclusive (even as to Seller and its Affiliates) to Exploit the Thyroid 5 microRNA Classifier or the Thyroid 10 microRNA Classifier and (b) subject to clause (a), non-exclusive for...

Grants to Buyer. Subject to Sections 2.2 and 2.5, Seller (on behalf of itself and its Affiliates), hereby grants to Buyer and its Affiliates an exclusive (even as to Seller and its Affiliates), non-transferable (except as provided in Section 8.8), perpetual (except as provided in Section 7.4), royalty-bearing license, with the right to grant sublicenses in accordance with Section 2.3, under the Project Results to Exploit Commercial Products as diagnostic devices and perform Commercial Services with respect thereto, in each case, directed solely to thyroid cancer.

Grants to Buyer. Subject to the terms and conditions of this Agreement, Seller (on behalf of itself and its Affiliates) hereby grants to Buyer and its Affiliates: 2.1.1 subject to Section 5.4, a royalty-free, non-transferable (except as provided in Section 10.8) license, with the right to grant sublicenses in accordance with Section 2.3, to the Licensed Copyrights solely in the Buyer Territory and solely in order to Manufacture and Exploit the Product in the Buyer Territory, which license shall be exclusive as to the Licensed Copyrights that are used or held for use exclusively in connection with the Product Business and non-exclusive as to all other Licensed Copyrights; and 2.1.2 subject to Article 5, an exclusive, royalty-free, non-transferable (except as provided in Section 10.8) license, with the right to grant sublicenses in accordance with Section 2.3, to the Licensed Trademarks solely in the Buyer Territory and solely in order to Manufacture and Exploit the Product in the Buyer Territory.

Grants to Buyer. Subject to the terms and conditions of this Agreement and in consideration of the amounts due hereunder and under the Asset Purchase Agreement, Seller hereby grants to Buyer and its Affiliates a license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 2.3, to the Licensed Patents, Licensed Know-How, Licensed Regulatory Documentation, the Licensed Copyrights, the Licensed Trademarks and the Licensed Domain Names and, solely in connection with the grant in Section 2.1.3, to the Seller Territory IP (collectively, the “Licensed IP and Documentation”): 2.1.1 to use, sell, offer for sale, have sold, promote, market, distribute and otherwise commercialize (including the importation and exportation of compounds (including asenapine), the Product in the Buyer Territory, which license shall be, with respect to the foregoing rights, in each case, to the extent Controlled by Seller or its Affiliates as of the Execution Date or any time thereafter, exclusive (even as to Seller or its Affiliates), fully-paid, perpetual, irrevocable, royalty-free and non-transferable (except as expressly provided in this Agreement); 2.1.2 as necessary to obtain, maintain and hold Regulatory Approvals for and to otherwise Exploit the Product in the Buyer Territory, which license shall be exclusive, fully-paid, perpetual, irrevocable, royalty-free and non-transferable (except as expressly provided in this Agreement); 2.1.3 subject to the applicable terms of the Supply Agreement and the Clinical Supply Agreement with respect to Manufacture of Product, to Manufacture and have Manufactured (including the importation or exportation of components (including asenapine) for Manufacture) the Product worldwide for Exploitation of the Product in the Buyer Territory, which license shall be, with respect to the foregoing rights, in each case, to the extent Controlled by Seller or its Affiliates as of the Execution Date or any time thereafter, non-exclusive, fully-paid, perpetual, irrevocable, royalty-free and non-transferable (except as expressly provided in this Agreement); and 2.1.4 with respect to Manufacture of Other Product, to Manufacture and have Manufactured (including the importation or exportation of components (including asenapine) for Manufacture) any Other Product worldwide for Exploitation of such Other Product in the Buyer Territory, which license shall be, with respect to the foregoing rights, in each case, to the ex...

Related to Grants to Buyer

Statements to Purchaser Not later than the tenth calendar day of the month, the Company shall furnish in an agreed upon electronic format to the Purchaser or its designee, a monthly, loan level, scheduled remittance advice, trial balance report and payment and payoff activity detail, as to the preceding remittance and the period ending on the last day of the preceding month.
PAYMENTS TO PURCHASER 52 ARTICLE VI....................................................................54
UCC Filings If the related Mortgaged Property is operated as a hospitality property, Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, has submitted or caused to be submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above. No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.
No Other Agreements to Purchase No person other than the Buyer has any written or oral agreement or option or any right or privilege (whether by law, preemptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from Seller of the Painting.
Assets to be Sold On the Closing Date, subject to the terms and conditions set forth herein, Seller shall, provided that all of the conditions set forth in Section 7 hereto have been satisfied, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and take from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Assets”), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.
Agreements to Sell and Purchase The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $ a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.
WHO NEEDS TO FILE THE SPR The principal or his/her authorized agent needs to complete and sign the SPR and warrant that the information provided on the SPR is true and correct. A principal that is a governmental entity does not need to file an SPR. Lobbying means seeking “to encourage the approval, disapproval, adoption, repeal, rescission, passage, defeat or modification of any ordinance, resolution, agreement, development permit, other type of permit, franchise, vendor, Contractor, contractor, recommendation, decision or other foreseeable action of the [BCC],” and “include[s] all communications, regardless of whether initiated by the lobbyist or by the person being lobbied, and regardless of whether oral, written or electronic.” (See Section 2-351, Orange County Code.) Furthermore, lobbying means communicating “directly with the County Mayor, with any other member of the [BCC], or with any member of a procurement committee.” (See Section 2-351, Orange County Code.) Lobbying also means communicating “indirectly with the County Mayor or any other member of the [BCC]” by communicating with any staff member of the Mayor or any member of the BCC, the county administrator, any deputy or assistant county administrator, the county attorney, any county department director, or any county division manager. (See Section 2-351, Orange County Code.) Lobbying does not include the act of appearing before a Sunshine Committee, such as the Development Review Committee or the Roadway Agreement Committee other than the BCC.
Amendments to Purchase Agreement The parties agree that the Purchase Agreement shall be amended, solely with respect to the Mortgage Loans, as follows:
Suits to Protect the Collateral Subject to the provisions of Article 6 hereof, the Indenture Trustee in its sole discretion and without the consent of the Holders, on behalf of the Holders, may take all actions it deems necessary or appropriate in order to: (a) enforce any of the terms of the Security Documents; and (b) collect and receive any and all amounts payable in respect of the Secured Obligations of the Issuer hereunder. Subject to the provisions of the Security Documents, the Indenture Trustee shall have power (but not the obligation) to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings as the Indenture Trustee, in its sole discretion, may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Lien on the Collateral or be prejudicial to the interests of the Holders or the Indenture Trustee).
Records to be kept 8.1 The Recipient must: (a) maintain and operate effective monitoring and financial management systems; and (b) keep a record of expenditure funded partly or wholly by the Grant, and retain all accounting records relating to this for a period of at least six years after the end of the Funding Period. Accounting records include: original invoices, receipts, minutes from meetings, accounts, deeds, and any other relevant documentation, whether in writing or electronic form. 8.2 Where the Recipient is working in partnership and its partner(s) wish to retain such documentation, the Recipient should obtain from the partner(s): (a) an annual, written statement, signed by the partner’s Chief Financial Officer, of how the money was spent; and (b) a signed undertaking that the partner will retain such documents for the period prescribed above. 8.3 The funds provided under this Grant Agreement may not be used to purchase capital items.

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