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 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 “Acceler...
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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. 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. 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. 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.
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License and Assignment. (i) 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. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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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 
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Related to License and Assignment

  • 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.

  • 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.

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder, without the prior written consent of Party B, to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A that has a rating for its long-term, unsecured and unsubordinated indebtedness or a long-term issuer rating that is equal to or better than the rating for Party A’s long-term, unsecured and unsubordinated indebtedness or Party A’s long-term issuer rating, as the case may be, at the time of such assignment or transfer so long as, in each case, at the time of such assignment or transfer (a) Party B will not, as a result of such assignment or transfer, be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (b) Party B will not, as a result of such assignment or transfer, receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer; and (c) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Subletting and Assignment Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

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