Intellectual Property Licences. (a) In respect of any licences of Intellectual Property to or by the Company or any of its Restricted Subsidiaries:
(i) each licence is in full force and effect and binding on the parties to it; and
(ii) 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,
(b) 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 sub-paragraphs (a)(i) and (a)(ii) above, has or is reasonably likely to have a Material Adverse Effect.
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. (a) Subject to clause 10, 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, perpetual, non- transferable, irrevocable licence to use the Applicant’s Background Intellectual Property to the extent necessary for the TAC to use the Project Intellectual Property.
(c) The Applicant grants to the TAC a non- exclusive royalty free, perpetual irrevocable licence (including the right to grant sub-licences) to use, reproduce, publish, communicate to the public or adapt at any time part or all of the Project Intellectual Property.
(d) The Applicant waives its Moral Rights in relation to the TAC’s use of the Applicant’s Intellectual Property and undertakes not to enforce its Moral Rights against the TAC in relation to such use.
(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. 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 (b) above, has or is reasonably likely to have a Material Adverse Effect.
Intellectual Property Licences. The Target Company is not in default under any licence, sub-licence or assignment granted to it in respect of any Intellectual Property Rights used by it.
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. All licences, sub-licences or assignments granted to any of the Group Companies in respect of any Intellectual Property Rights used by it are Disclosed to the Purchaser and none of the Group Companies is in default under any such licences, sub-licences or assignments.
Intellectual Property Licences. Except for commercial software used for general business applications, Partner Co will ensure that all licenses for the use of Project Intellectual Property which Partner Co obtains from any Person and incorporates in a Project will:
(a) be on a non-exclusive, perpetual, irrevocable and royalty free basis (with a right of assignment or sublicense for use) provided that the licence may be on payment terms no less favourable than those offered to other licensees in the usual distribution practices of such third party licensor or, in the case of Intellectual Property licensed from an Affiliate of Partner Co, on commercially reasonable terms;
(b) permit the use of Project Intellectual Property for the sole purpose of operation of applicable Projects;
(c) contain to the extent reasonably practicable on commercially reasonable terms, provisions to minimize the impact upon VCHA of:
(1) any default by the licensor of Project Intellectual Property (or any portion thereof) under any such license agreement;
(2) the bankruptcy or insolvency of such licensor; or
(3) the expiry or termination of any such license.
Intellectual Property Licences. NOTE FOR CONTRACTORS:
5.3.1 The Contractor grants to the Commonwealth a royalty-free, irrevocable, world-wide, perpetual, non-exclusive licence in respect of all Foreground IP, including the right to sub- licence, for Defence Purposes.
5.3.2 The Contractor grants to the Commonwealth a royalty-free, irrevocable, world-wide, perpetual, non-exclusive licence in respect of all of the Contractor’s and Subcontractor’s Background IP, including the right to sub-licence:
a. to undertake the Project in accordance with this Contract;
b. to use, maintain and dispose of, modify, develop and manufacture the Technology for Defence Purposes;
c. to complete the Technology upon termination of the Contract; and
d. to remedy defects or omissions in the Technology.
5.3.3 The Contractor will ensure that the Commonwealth is granted licences to use any Third Party IP on the best available commercial terms.
