License and Sublicenses. 2.1 From and after the Effective Date until the end of the Term:
License and Sublicenses a. WHR hereby grants to TTL, for the License Term only, an indivisible, non-assignable right and license to make, use, lease, sell, and otherwise practice commercially the defined Licensed subject matter. [See next page for sublicensing.]
b. So long as TTL is in good standing under this Agreement, this grant is to be exclusive, meaning that neither WHR nor PART will grant any third party a similar license in the License Territory, except to parties with whom WHR has or may have an ongoing obligation, as noted in the Appendix hereto.
c. TTL shall have the right to apply any Licensed Trademark to Licensed Products and other components approved by WHR and sold by TTL for construction of Licensed Systems, but TTL. shall use Licensed Trademarks only in accordance with acceptable trademark practice and subject to the provisions of this Agreement.
d. TTL customers will have an implied sublicense to assemble Licensed Products into Licensed Systems, with or without other components.
e. Having elected to continue hereunder until at least the end of the Startup Time, TTL may grant sublicenses, contingent upon TTL's retention of its license under this Agreement, whereupon TTL will become and remain obligated to share equally (50/50) with PART all royalties accruing from each such sublicensee and to report and pay the same to PART as provided for TTL's license royalties (sublicense royalties being excluded from the revenue base for license royalty computation).
f. Each such sublicense granted by TTL shall be upon terms and conditions of Running Royalty not significantly more favorable to the sublicensee than the terms and conditions of the present License Agreement are to TTL, excepting only if TTL shall have disclosed the proposed sublicense to PART in advance and to have received PART's express written approval of such more favorable terms/conditions.
g. Each sublicense granted by TTL under this Agreement will provide expressly that it is so granted and that--in the event that TTL should discontinue its license hereunder or its license otherwise become terminated-the sublicensee will become a licensee of PART by substitution for TTL, unless prohibited by law. h. TTL will share equally with PART in the cost of protecting PART's intellectual property rights, including applying for, obtaining, and maintaining applicable patents and trademarks therein, including patents for any Improvements.
License and Sublicenses a. The Assignor hereby grants to the Assignee, for the Assignment Term only, an indivisible, right and assignment to make, use, lease, sell, and otherwise practice commercially the defined Assigned subject matter.
b. So long as Assignee is in good standing under this Agreement, this grant is to be exclusive on a world-wide basis, meaning that the Assignor will not grant any third party a similar assignment in the Assignment Territory.
c. TTL shall have the right to apply any Assigned Trademark to Assigned Products and other components sold by TTL for construction of Assigned Systems, but TTL. shall use Assigned Trademarks only in accordance with acceptable trademark practice and subject to the provisions of this Agreement.
d. TTL customers will have an implied sublicense to assemble Assigned Products into Assigned Systems, with or without other components.
e. TTL may grant sublicenses under this Agreement. In the event the Assignee shall grant any sublicenses under this Exclusive Agreement anywhere in the world.
License and Sublicenses. In the event the Buyer or its Affiliates licenses or sublicenses the right to develop or commercialize the Product in the U.S. Territory, the Canadian Territory or the Australasian Territory, such license(s) or sublicense(s) shall include an obligation for the licensee or sublicensee to account for and report its milestone achievements and sales of the Product on the same basis as if such achievements were made by the Buyer and/or such sales were Net Sales by the Buyer, and the Buyer shall pay to Corixa, with respect to such achievements and/or sales, milestone payments and royalties with respect to the U.S. Territory, the Canadian Territory or the Australasian Territory as if such achievements and/or sales of the licensee or sublicensee were achievements and/or Net Sales of the Buyer.
License and Sublicenses a. The Licensor hereby grants to the Licensee, for the Assignment Term only, an indivisible, right and assignment to make, use, lease, sell, and otherwise practice commercially the defined Licensed subject matter.
b. So long as Licensee is in good standing under this License Agreement, this grant is to be exclusive on a world-wide basis, meaning that the Licensor will not grant any third party a similar assignment in the Licensed Territory.
c. USM shall have the right to apply any Licensed Trademark to Licensed Products and other components sold by USM for construction of Licensed Systems, but USM. shall use Licensed Trademarks only in accordance with acceptable trademark practice and subject to the provisions of this Agreement.
d. USM customers will have an implied sublicense to assemble Licensed Products into Licensed Systems, with or without other components.
e. USM may grant sublicenses under this Agreement. In the event a sub-license is granted by USM, then in addition to any other consideration due HPI under this Agreement, USM shall pay over to HPI: (i) 15% of down payments to USM in cash; (ii) 5% of any stock issued in connection with such sub-license and; (iii) three-percent (3%) of all gross income derived by the sub-licensee relating to the Technology. All sublicenses are to be approved by HPI,, All 3% Royalties paid pursuant to this item 2e shall be paid to HPI directly.
License and Sublicenses. (i) Exclusive Manufacturing Rights Granted to BHSB In the event the market size is significantly large and it makes commercially viable and financially appropriate sense to carry out local manufacturing, the parties will enter into a manufacturing agreement, the terms of which will be determined at that appropriate stage.
(ii) Diligence Obligations Stage 1 and Stage 2, Generex/NuGenerex is to grant distribution / commercialization rights to BHSB for the Territory (Territory refers to Malaysia and South East Asia countries) and on first right of refusal for the Australia, New Zealand and global Halal markets. Parties agree that Generex/NuGenerex shall at all aspects procure all documents, permits, consents and approvals for the full approval of the FDA for the said Vaccine application. Only after Generex/NuGenerex has obtained the Full FDA approvals application, BHSB shall be responsible for all requirements of Malaysian Ministry of Health. Generex/NuGenerex shall supply the Vaccine to BHSB for Stage 1 (Naked Vial form) and Stage 2 (Bulk Quantities).
License and Sublicenses. The trademark license described in Section 5.2(h) and duly executed franchise agreements or sublicenses authorizing all third parties which use the xxxx "Cambridge Suites by Candlewood"(R) to use such xxxx, in form reasonably acceptable to Purchaser.
License and Sublicenses. Subject to the terms of this Agreement, Histogenics hereby grants to MEDINET, and MEDINET hereby accepts, an exclusive (including with regard to Histogenics and its Affiliates, except with respect to the retained rights set forth in Section 2.01(d)), royalty-bearing, sublicensable (through multiple tiers, but only to the extent permitted pursuant to Section 2.01(b)) license (or sublicense, in the case of Patents Histogenics Controls as a licensee) under Histogenics’ right, title and interest in, to and under (i) the Licensed Technology, and (ii) the Arising IP to conduct Clinical Development for, make, have made, use, offer for sale, sell, import, export, and otherwise Commercialize (collectively, “Exploit” or, as applicable, “Exploitation”) the Products in the Field in the Territory. For the avoidance of doubt, MEDINET shall have the right to conduct or have conducted Clinical Development and make or have made Commercialization of the Product by Third Parties, including but not limited to contract research organizations ("CROs") and/or contract sales organizations ("CSOs"). Histogenics shall make available to MEDINET the documents set forth in Exhibit A within 30 days after the Effective Date and shall, as soon as reasonably practicable but in no event later than 45 days following a reasonable request from MEDINET, update such documents and provide new data, materials, information and documents relating to the Licensed Technology and the Arising IP (including, without limitation, nonclinical data, clinical data, communication with the Regulatory Authority, IND, NDA, safety).
License and Sublicenses. 1.1 AVENTIS hereby grants to IMCLONE a worldwide exclusive right and license under Know-how, with the right to sublicense others, to make, have made, use, sell, offer for sale and import Licensed Product(s).
1.2 AVENTIS hereby grants to IMCLONE an exclusive license under Patent Rights, with respect to AVENTIS’ fifty percent ownership interest in such Patent Rights, with the right to sublicense others, to make, have made, use, sell, offer for sale and import Licensed Product(s) in all jurisdictions outside the United States.
1.3 In the event IMCLONE sublicenses the rights granted to it under Sections 1.1 or 1.2, IMCLONE shall remain responsible for all obligations hereunder.
1.4 The license granted herein shall extend in a country until expiration in such country of the IMCLONE royalty payment obligations as described in Sections 3.3 and 3.4.
1.5 Except as expressly set forth pursuant to the foregoing in this ARTICLE 1, neither party shall acquire any license or other intellectual property interest under this Agreement, by implication or otherwise, including patents, know-how, trademarks or copyrights owned or licensed by the other party or its respective Affiliates.
License and Sublicenses a. Mr. Xxxxxxxxxx xxxeby grants to TTL, for the License Term only. an indivisible, non-assignable right and license to make, use, lease, sell, and otherwise practice commercially the defined Licensed subject matter.
b. So long as TTL is in good standing under this Agreement, this grant is to be exclusive, meaning that Mr. Xxxxxxxxxx xxxl not grant any third party a similar license in the License Territory.
c. TTL shall have the right to apply any Licensed Trademark to Licensed Products and other components approved by Mr. Xxxxxxxxxx xxx sold by TTL for construction of Licensed Systems, but TTL, shall use Licensed Trademarks only in accordance with acceptable trademark practice and subject to the provisions of this Agreement
d. TTL customers will have an implied sublicense to assemble Licensed Products into Licensed Systems, with or without other components.
e. Having elected to continue hereunder until at least the end of the Startup Time, TTL may grant sublicenses, contingent upon TTL's retention of its license under this Agreement.
f. Each such sublicense granted by TTL shall be upon terms and conditions of Running Royalty not significantly more favorable to the sublicensee than the terms and conditions of the present License Agreement are to TTL.
g. Each sublicense granted by TTL under this Agreement will provide expressly that it is so granted and that in the event that TTL should discontinue its License hereunder or its license otherwise become terminated the sublicensee will become a licensee of Mr. Xxxxxxxxxx xx substitution for TTL, unless prohibited by law.
