Intellectual Property Licences Sample Clauses

Intellectual Property Licences. (a) Subject to clause 15.3, the TAC grants to the Applicant a non-exclusive, royalty free, non- transferable licence to use the TAC’s Background Intellectual Property during the Term solely for the purpose of performing the Project. (b) The Applicant grants to the TAC a non-exclusive royalty free, world-wide, perpetual, irrevocable licence (including the right to grant sub-licences) to use, reproduce, publish, communicate to the public, adapt, modify, perform, distribute and exploit at any time part or all of the Applicant’s Background Intellectual Property and the Project Intellectual Property for any purpose. (c) The Applicant waives its Moral Rights in relation to the TAC’s use of the Applicant’s Background Intellectual Property and Project Intellectual Property and undertakes not to enforce its Moral Rights against the TAC in relation to such use. (d) The Applicant must, on the TAC’s request, create, sign, execute or otherwise deal with any document necessary or desirable to give effect to this clause 15. (e) The Applicant warrants that the TAC’s use of the Applicant’s Background Intellectual Property and the Project Intellectual Property will not infringe the rights of a third party (including Intellectual Property rights and Moral Rights), and that it will obtain all the relevant consents (including Moral Rights consents) in relation to such Intellectual Property.

Intellectual Property Licences. (a) The Company has not granted any licences in respect of Intellectual Property Rights relating to the Business of the Company to any Person. (b) The Company is not in default under any licence, sub-licence or assignment granted to it in respect of any Intellectual Property Rights used in relation to its Business. (c) The Company has made all necessary applications for claiming SEIS incentives.

Intellectual Property Licences. 16.1 With effect from the Effective Date, Licensor hereby grants to Licensee an exclusive licence under the Licensor IP to make, have made, use, have used, Commercialise and have Commercialised, Product in the Territory but always subject to the other provisions of this Agreement. Licensee shall not exercise its right of manufacture save as permitted under Clause 11. 16.2 Forthwith following the Effective Date and during the term of this Agreement Licensee shall disclose and make available to Licensor all Licensee IP in so far as the same may reasonably be considered to be of assistance to the Licensor in the global Commercialisation of the Product and grant to Licensor a royalty free irrevocable licence to use the same in connection with the Commercialisation of the Product in all countries outside the Territory. 16.3 Licensee shall have the right to sub-contract or sublicense the whole of or part of the Lifecycle Management Plan and any of its rights and obligations hereunder. The appointment of any sub-contractor or sub-licensee shall be on the following terms: 16.3.1 as between the Licensee and any sub-contractor or sub-licensee, all intellectual property created by such sub-contractor or sub-licensee in connection with the Product shall be owned by Licensee and shall become Licensee IP; and 16.3.2 that the sub-contractor or sub-licensee shall be subject in its contract with the Licensee to terms relating to confidentiality substantially in the form of Clause 18 (Confidentiality); and 16.3.3 notwithstanding any such subcontract or sub-license, Licensee shall remain solely responsible for the performance of its obligations hereunder and any breach by sub-contractor or sub-licensee shall be deemed a breach by Licensee. 16.4 Licensor acknowledges that Licensee alone has the right to Commercialise the Product in the Territory and Licensor shall not itself either directly or indirectly effect any Commercialisation of the Product in the Territory, during the Term. For the avoidance of doubt, this provision shall not prevent Licensor from contributing to or advertising in international journals or from attending and/or exhibiting at any international conference held in the Territory. 16.5 Licensor undertakes and agrees that during the term of this Agreement it will not, and will procure that its Affiliates do not, appoint any other licensee, distributor, reseller or other person to Commercialise the Product in the Territory nor will it, and it will procure th...

Intellectual Property Licences. If the Contractor is a manufacturer of hardware or supplier of software being provided to the Customer pursuant to this Contract, the Contractor shall indemnify and keep indemnified the Customer against any and all losses, liabilities, costs, claims, damages, awards and expenses arising out of any claims that the Services (or any part of the Services, including but not limited to the use of a deliverable and/or any Equipment) infringes the intellectual property rights of whatever nature of a third party.

Intellectual Property Licences. No Group Company is in default under any licence, sub-licence or assignment granted to it in respect of any Intellectual Property Rights used by any Group Company.

Intellectual Property Licences. (a) LBHI hereby grants (or shall procure the grant from the relevant LBHI Entity of) a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence to the Intellectual Property in any Software and Technology used by any ▇▇▇▇▇▇ Europe Entity in the Benchmark Period which is (i) owned solely by any LBHI Entity or jointly owned with a ▇▇▇▇▇▇ Europe Entity at the date hereof or any date hereafter or (ii) licensed to any LBHI Entity at the date hereof with the ability for LBHI to sub-license to a third party for the purpose set out in this Section (the “LBHI Software and Technology”). Such licence shall (save as set out below) be for the benefit of the ▇▇▇▇▇▇ Europe Entities, successors and assigns to use, update, modify, enhance and adapt the Software and Technology in order to run down any books of business retained by any ▇▇▇▇▇▇ Europe Entity and operate the business of any ▇▇▇▇▇▇ Europe Entity retained by a ▇▇▇▇▇▇ Europe Entity at the date hereof in each case in such territories as the LBHI Software and Technology was used by the ▇▇▇▇▇▇ Europe Entities during the Benchmark Period. All such updates, modifications, enhancements and adaptations shall be owned by ▇▇▇▇▇▇ Europe and automatically licensed to LBHI on the same terms as set out above. To the extent permissible under any relevant head licence to which any LBHI Entity is a party, the licences granted hereunder shall be fully and freely sublicensable and assignable, save that notwithstanding anything to the contrary in this Agreement, no licence, sub-licence, forbearance to ▇▇▇ or similar, right or interest may be granted over such Intellectual Property, and no licence or sub-licence of such intellectual Property assigned, transferred or novated and no Software and Technology in which such Intellectual property subsists shall be made available, to Nomura International Plc or to any of its Affiliates, suppliers (other than ▇▇▇▇▇▇ Europe and its Affiliates), employees or agents from time to time by any ▇▇▇▇▇▇ Europe Entity. Until the Expiry Date, LBHI shall provide ▇▇▇▇▇▇ Europe with the source code and object code for the LBHI Software and Technology (as applicable) to the extent that such object and/or source code is in the possession of an LBHI Entity and where the LBHI Software and Technology is licensed to LBHI, to the extent permissible, on compact disc (or via online source code repositories from which such code maybe copied) and shall promptly provide further copies of the source code a...

Intellectual Property Licences. Complete and accurate details of all material Intellectual Property Licences have been disclosed to the Buyer in the Due Diligence Materials and, in relation to each such Intellectual Property Licence: (a) as far as the Sellers are aware the Intellectual Property Licence is valid, binding and enforceable; (b) the relevant Group Company is not in breach of the Intellectual Property Licence and has not received any notice alleging breach of the Intellectual Property Licence; (c) the licensor under that Intellectual Property Licence has not given any notice terminating or purporting to or advising of an intention to terminate that Intellectual Property Licence and as far as the Sellers are aware no circumstance exists that may entitle the licensor to do so; and (d) as far as the Sellers are aware, no circumstance exists that may affect the validity or ownership of the Intellectual Property Rights the subject of that Intellectual Property Licence or the use by any Group Company of those Intellectual Property Rights.

Intellectual Property Licences. 3.1 The Sub-Distributor Contract will compel DBEE and Nemaura to ensure that the Joint IPR is licensed to the Sub-Distributor on commercial terms acceptable to the parties in order to ensure that the Sub-Distributor is able to exploit the Joint IPR and market, promote, distribute and/or sell the Products in the territory appointed to it. If BMDL remains the registered proprietor of the Trade Marks then DBEE may, if it so wishes, procure that BMDL enters into a direct licence of the Trade Marks to the Sub-Distributor. 3.2 Nemaura shall be obliged to supply the Products to the Sub-Distributor and Nemaura will be responsible for order processing from the Sub-Distributors. This means that all orders of the Products will be sent by the Sub-Distributor to Nemaura. 3.3 The Sub-Distributor Contract will stipulate that the Sub-Distributor shall collect the Patient Data and transfer a copy of the Patient Data to each of Nemaura and DBEE. The Sub-Distributor will be entitled to exploit, use or licence the Patient Data under a separate patient data access agreement between the Sub-Distributor and Nemaura and DBEE. All Patient Data shall be jointly owned by Nemaura and DBEE. SCHEDULE 6 MY SUGAR WATCH SERVICES AGREEMENT TERM SHEET This Schedule summarises the key terms which must be included in any final form My Sugar Watch Services Agreement. These terms set out the minimum framework for My Sugar Watch Services Agreements and additional terms may be added. The specific wording of My Sugar Watch Services Agreements will be agreed between the parties on a Territory by Territory basis.

Intellectual Property Licences. In respect of any licences of Intellectual Property to or by the Company or any of its Restricted Subsidiaries: (a) each licence is in full force and effect and binding on the parties to it; and (b) the terms of the licences have been complied with by the parties, no disputes have arisen and no notice of termination has been received or served by the Company or relevant Restricted Subsidiaries and there are no grounds on which they might be terminated, where failure to have a valid and binding licence or to comply with the terms of the licence, or where a dispute or service or receipt of a notice of termination, as set out in paragraphs (a) and