License and Assignment Sample Clauses

License and Assignment. All licenses granted to Celgene under this Agreement with respect to the applicable country or Licensed Product shall terminate. Celgene (a) hereby grants (effective only upon any such termination of this Agreement) to Acceleron a worldwide, non-exclusive, non-transferable license, with the right to sublicense (under the same terms that Celgene may sublicense its rights pursuant to Section 4.3), under the Celgene Technology to offer for sale, sell, make, have made, use and import Licensed Compounds (and Option Compounds to the extent that they have become Licensed Compounds at the time of termination pursuant to Article 7) and Licensed Products in the Field in the Territory, which license shall be (i) royalty-free in the event that Celgene terminates this Agreement for convenience under Section 10.3 or for failure to meet clinical endpoints under Section 10.4, and (ii) royalty-bearing in the event that Acceleron terminates this Agreement for any other cause under Section 10.2.1, with the royalties to be paid by Acceleron to Celgene equal to [* * *] percent [* * *] of the royalties payable by Celgene to Acceleron under this Agreement; (b) shall assign or sublicense to Acceleron, to the extent possible and as requested by Acceleron, Celgene’s rights and obligations under any Third Party licenses entered into pursuant to Sections 5.6.3(c) or 5.6.3(d), (c) shall assign to Acceleron all of its rights, title and interest in Product Trademarks, and (d) shall transfer to Acceleron ownership of any NDAs or Regulatory Approvals then in Celgene’s name related to Licensed Compounds or Licensed Products and notify the appropriate Regulatory Authorities and take any other action reasonably necessary to effect such transfer of ownership. If ownership of an NDA or Regulatory Approval cannot be transferred to Acceleron in any country, Celgene hereby grants (effective only upon any such termination of this Agreement) to Acceleron a permanent, exclusive (even as to Celgene) and irrevocable right of access and reference to such NDAs and Regulatory Approvals for Licensed Compounds and Licensed Products in such country in the Field. The royalties to be paid by Acceleron to Celgene shall be paid under the terms specified in Sections 5.6 and 5.7, in each case substituting “Acceleron” for “Celgene” and vice versa with respect to all obligations and definitions, and otherwise mutatis mutandis.
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License and Assignment. Trilogy hereby grants to Customer a ---------------------- nonexclusive, license to use TeleScript, TeleDesq 2.0 Primecall and Web-Call, as defined in Exhibit 1 of the Agreement for One (1) Summa Four Switch (collectively, the "Trilogy Software") in Customers business in any manner in Customer's sole discretion, for the term of this agreement or until termination hereof. At the end of the term of this Agreement, or at termination hereof by Trilogy, Customer shall have the sole and exclusive option to purchase the Trilogy Software, TeleScript and TeleDesq 2.0 Primecall, upon the terms set forth in Exhibit 1. Web-Call may not be purchased at this time.
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License and Assignment. All licenses granted to Celgene under this Agreement with respect to the applicable country or Licensed Product shall terminate and the license granted by Celgene to Acceleron in clause (a) of Section 4.2 shall become irrevocable, shall continue in perpetuity and shall be royalty-bearing as follows: for each Sotatercept Licensed Product in the PH Field, Acceleron shall pay Celgene [* * *] percent [* * *] of the PH Field Royalty Rate (calculated as if Acceleron is the Distributing Party for the relevant Sotatercept Licensed Product) on PH Field Net Sales of such Sotatercept Licensed Product in the PH Field in a country in the Territory occurring after the effective date of termination for the duration of the PH Field Royalty Term of such Sotatercept Licensed Product in such country. In addition, the right of reference granted to Acceleron by Celgene under Section 4.5.2 shall become perpetual and irrevocable. Celgene’s obligations under Section 6.1.6 shall survive such termination for as long as Acceleron is paying royalties pursuant thereto.
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License and Assignment. 3.1 Subject to Customer's compliance with the terms and conditions of this Agreement, Dorado hereby grants to Customer a perpetual, nonexclusive, fully paid-up, royalty-free, nontransferable (except as set forth in Section 14.3), irrevocable (except as set forth in Section 14.1) license to (or through its independent contractors): (a) install, use, execute, modify and create derivative works of the Software Products on the computer(s) used by Customer at its facilities for purposes of developing, testing and manufacturing Customer Solution Blades; and (b) use the Related Materials only in conjunction with the Software Products. ------------------- ***Confidential treatment has been requested for certain redacted provisions of this agreement. The redacted provisions are identified by three asterisks enclosed by brackets and underlined. The confidential portion has been filed separately with the Securities and Exchange Commission. 3.2 Subject to Customer's compliance with the terms and conditions of this Agreement, Dorado hereby grants to Customer a perpetual, fully paid-up, royalty-free, non-transferable (except as set forth in Section 14.3), irrevocable (except as set forth in Section 14.1) license to reproduce, distribute and sublicense to Customer's end user customers runtime versions of (a) the Oware software for use in conjunction with Customer Solution Blades and (b) any of the Software Products or portions thereof that are incorporated into any Customer Solution Blade only for the purposes of managing and controlling Customer's own products and those products that Customer OEM's from third parties. Customer shall have the right to sublicense the rights set forth in this Section 3.2 to original equipment manufacturers (OEMs), value-added resellers (VARs) and other entities in the chain of distribution of Customer Solution Blades. 3.3 Except for the rights explicitly granted to Customer herein, all rights, title, and interest in and to the Software Products (and all derivative works thereof) are and shall remain with Dorado. Customer acknowledges that no ownership right, title, or interest (except for the rights explicitly granted to Customer herein) in or to the Software Products is granted under this Agreement, and no such assertion shall be made by Customer. 3.4 Customer (and its independent contractors) may use as many copies of the Software Products as is required for Customer's internal business [***]. 3.5 Dorado also grants to Customer the right...
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License and Assignment. The Focus Course, the Coaching Program and all of the Licensed Content are the property of Blanc Media, and we grant to you a limited, non-exclusive, non-transferable, revocable, royalty-free, non- commercial use of the Licensed Content (the “License”), based upon the Coaching Program you have chosen. The Licensed Content is licensed, not sold, to you, and Blanc Media retains all ownership of the Licensed Content, the Course, the Coaching Program, its contents, and all Intellectual Property associated with it. We can assign our rights under this License and Agreement to a third party, without restriction. You may not assign your rights under this Agreement and you may not sub-license, assign, or otherwise transfer your rights under this License to any third party. You may not alter, modify, or edit the Licensed Content for any reason whatsoever, without express written permission from us. You may not transfer, transmit, reproduce, loan to any third party, publish, or otherwise exploit, modify, or create derivative works from, or combine with any other material, the Licensed Content. You understand that the Course and the Coaching Program methodology, including principles, concepts, coaching techniques and training, as well as assignments, emails, attachments, and documents, are the sole property of Blanc Media and you understand and agree that they may not be used for any purposes, other than this coaching relationship, without written consent from Blanc Media. In addition to the Course and the Licensed Content, all trademarks, service marks, logos, domain names and any other features of the Course and Coaching Program are the sole property of Blanc Media. This Agreement and License does not grant you any right to use the Course’s trademarks, service marks, logos, or domain names, whether for commercial or non-commercial use, without express written permission from us. You understand and agree that this Section shall survive termination of this Agreement and that you will continue to adhere to its obligations.
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License and Assignment. Upon expiration or non-renewal of the Term pursuant to Section 8.1, or any termination of this Agreement by either Party for any reason or pursuant to any provision of this Agreement, the license granted to Suneva under Section 2.1.1 shall terminate, subject to Section 8.6.2 below, and all other rights and licenses granted to Suneva herein shall terminate and revert to Healeon on termination.
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License and Assignment. Neither the license granted hereunder, nor the WU Intellectual Property or any part thereof may be sub-licensed, assigned, transferred or given away by Licensee without the prior written consent of WU. Any attempt to sub-license, assign or transfer any of the rights, interests, duties or obligations under this Agreement constitutes a material breach of this Agreement justifying termination, and any such attempted transfer will be null and void.
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License and Assignment 
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Related to License and Assignment

  • SUBLICENSING AND ASSIGNMENT Controlled Affiliate shall not, directly or indirectly, sublicense, transfer, hypothecate, sell, encumber or mortgage, by operation of law or otherwise, the rights granted hereunder and any such act shall be voidable at the sole option of Plan or BCBSA. This Agreement and all rights and duties hereunder are personal to Controlled Affiliate.

  • Sublease and Assignment Tenant shall have the right without Landlord's consent, to assign this Lease to a corporation with which Tenant may merge or consolidate, to any subsidiary of Tenant, to any corporation under common control with Tenant, or to a purchaser of substantially all of Tenant's assets. Except as set forth above, Tenant shall not sublease all or any part of the Leased Premises, or assign this Lease in whole or in part without Landlord's consent, such consent not to be unreasonably withheld or delayed.

  • SUBLEASING AND ASSIGNMENT The Sublessee may not lease, sublease, or assign the Premises without the prior written consent of the Sublessor.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Valid Assignment No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer, assignment and conveyance of such Receivable under this Receivables Purchase Agreement or the Sale and Servicing Agreement or the pledge of such Receivable under the Indenture is unlawful, void or voidable or under which such Receivable would be rendered void or voidable as a result of any such sale, transfer, assignment, conveyance or pledge. The Seller has not entered into any agreement with any account debtor that prohibits, restricts or conditions the assignment of the Receivables.

  • SUBCONTRACT AND ASSIGNMENT This Agreement binds the heirs, successors, assigns and representatives of the Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Agreement and shall not assign this Agreement or monies due or to become due, without the prior written consent of the General Manager of the Agency or his designee, subject to any required state or federal approval. (Note: list any subcontractors here)

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Disclosure and Assignment As of the Effective Date, Executive hereby transfers and assigns to the Company (or its designee) all right, title, and interest of Executive in and to every idea, concept, invention, and improvement (whether patented, patentable or not) conceived or reduced to practice by Executive whether solely or in collaboration with others while he is employed by the Company, and all copyrighted or copyrightable matter created by Executive whether solely or in collaboration with others while he is employed by the Company that relates to the Company’s business (collectively, “Creations”). Executive shall communicate promptly and disclose to the Company, in such form as the Company may request, all information, details, and data pertaining to each Creation. Every copyrightable Creation, regardless of whether copyright protection is sought or preserved by the Company, shall be a “work made for hire” as defined in 17 U.S.C. § 101, and the Company shall own all rights in and to such matter throughout the world, without the payment of any royalty or other consideration to Executive or anyone claiming through Executive.

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