License Grant to Wave Sample Clauses

License Grant to Wave. Subject to the terms and conditions of this Agreement, on a Candidate Category 1 Target‑by‑Candidate Category 1 Target basis, during the Candidate Category 1 Development Term for a Candidate Category 1 Target, Takeda hereby grants Wave a non‑transferable (except as provided in Section 17.1 (Assignment)), co‑exclusive (with Takeda), non‑sublicensable (except to contractors performing activities for Wave under the applicable Candidate Category 1 Development Plan) license in the Field and in the Territory under the Takeda Technology solely to the extent necessary for Wave to perform its obligations under the Candidate Category 1 Development Plan for such Candidate Category 1 Target. This license with respect to each Candidate Category 1 Target (including the Candidate Category 1 Compounds, Candidate Category 1 Products, and Companion Diagnostics directed thereto) will terminate with respect to such Candidate Category 1 Target upon the (a) expiration or termination of the Category 1 Development Program with respect to such Candidate Category 1 Target, if Takeda does not exercise an Option with respect to such Candidate Category 1 Target in accordance with this Agreement, or (b) the Licensed Target Date for such Candidate Category 1 Target, if Takeda exercises an Option with respect to such Candidate Category 1 Target. Notwithstanding the co-exclusive nature of the license grant to Wave, Takeda may grant licenses to its Related Parties under the Takeda Technology with respect to Licensed Category 1 Products, Licensed Category 1 Compound, and Companion Diagnostics directed to Category 1 Targets.
Sample 1
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License Grant to Wave. Subject to the terms and conditions of this Agreement, on an Licensed Category 1 Target‑by‑Licensed Category 1 Target basis, effective on the Licensed Target Date for the applicable Licensed Category 1 Target, Takeda hereby grants Wave a non‑transferable (except as provided in Section 17.1 (Assignment)) license, with the right to grant sublicenses in accordance with Section 10.4 (Sublicensing Terms), under the Takeda Technology solely to the extent necessary for Wave to perform (a) its obligations under the applicable Licensed Category 1 Development Plan and the Supply Agreements, and (b) the Wave Commercialization Activities as set forth under the applicable U.S. Licensed Category 1 Commercialization Plan. Such license will be co‑exclusive with Takeda under the Takeda Technology with respect to (i) Development and Manufacturing of Licensed Compounds, Licensed Products, and Companion Diagnostics directed to the applicable Licensed Category 1 Target in accordance with the applicable Licensed Category 1 Development Plan and Supply Agreements, and (ii) performance of the Wave Commercialization Activities in accordance with the applicable U.S. Licensed Category 1 Commercialization Plan. Notwithstanding the co-exclusive nature of the license grant to Wave, Takeda may grant licenses to its Related Parties under the Takeda Technology with respect to Licensed Category 1 Products, Licensed Category 1 Compound, and Companion Diagnostics directed to Category 1 Targets.
Sample 1
License Grant to Wave. Subject to the terms and conditions of this Agreement, on a Licensed Category 2 Target‑by‑Licensed Category 2 Target basis, Takeda hereby grants Wave a non‑transferable (except as provided in Section 17.1 (Assignment)), non-exclusive, royalty‑free license, with the right to grant sublicenses in accordance with Section 10.4 (Sublicensing Terms), under the Takeda Technology solely to the extent necessary for Wave to perform its obligations under the Licensed Category 2 Research Plan or the Licensed Category 2 Development Plan for such Licensed Category 2 Target and the Supply Agreements.
Sample 1
License Grant to Wave. Subject to the terms and conditions of this Agreement, on a Validation Target-by-Validation Target basis, GSK hereby grants Wave and its Affiliates a non‑transferable (except as provided in Section 16.2 (Assignment)), co‑exclusive (with GSK), non‑sublicensable (except to subcontractors performing activities for Wave under the applicable Target Validation Plan) license under the GSK Technology solely to the extent necessary for Wave to perform its obligations for the applicable Target Validation Program under the Target Validation Plan for such Validation Target.
Sample 1
License Grant to Wave. Subject to the terms and conditions of this Agreement, for the SERPINA1 Program, during the SERPINA1 Program Term, GSK hereby grants Wave and its Affiliates a non‑transferable (except as provided in Section 16.2 (Assignment)), non‑exclusive, non‑sublicensable (except to subcontractors performing activities for Wave) license under the GSK Technology solely to the extent necessary for Wave to (a) exercise its rights and perform its obligations for the SERPINA1 Program, and (b) Manufacture (or have Manufactured) any SERPINA1 Compounds or SERPINA1 Products.
Sample 1
License Grant to Wave. Subject to the terms and conditions of this Agreement, for each GSK CP, during the GSK CP Term for such GSK CP, GSK hereby grants Wave and its Affiliates a non‑transferable (except as provided in Section 16.2 (Assignment)), non‑exclusive, non‑sublicensable (except to subcontractors performing activities for Wave) license under the GSK Technology solely to the extent necessary for Wave to (a) exercise its rights and perform its obligations for such GSK CP, and (b) Manufacture (or have Manufactured) any GSK Collaboration Compounds or GSK Collaboration Products for such GSK CP.
Sample 1
License Grant to Wave. Subject to the terms and conditions of this Agreement, for each Wave CP, GSK hereby grants Wave and its Affiliates a non‑transferable (except as provided in Section 16.2 (Assignment)), exclusive license, with the right to grant sublicenses in accordance with Section 7.5 (Sublicensing Terms), under the GSK Technology to Exploit Wave Collaboration Compounds and Wave Collaboration Products for such Wave CP in the Field and in the Territory. Notwithstanding the foregoing, GSK retains the right under the GSK Technology solely to the extent necessary for GSK to perform its obligations for such Wave CP.
Sample 1
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Related to License Grant to Wave

  • License Grant If Products include software, firmware or documentation, Supplier grants to DXC a non-exclusive, perpetual, royalty free, worldwide license to use, reproduce, display, prepare derivative works of the documentation and distribute such works, software, firmware or documentation directly or as integrated into DXC products, and to sublicense such rights to third parties. Supplier shall identify all licenses and deliver to DXC all materials required to meet the requirements of any licenses for third party software that is included in the Products. Supplier shall deliver to DXC the source code for any software licensed under a license that has a source availability requirement (such as the GNU General Public License). If the source code is not included with the material that Supplier has previously delivered, Supplier shall deliver within seven (7) days after DXC’s request the source code for any software licensed under an open source license that has a source availability requirement. Supplier grants DXC the right to duplicate and distribute the materials as necessary.

  • License Granted Subject to the terms and conditions of this Agreement and in consideration of Licensee’s obligation to pay monetary fees as outlined in Schedule A, such fees which may be adjusted from time to time by mutual written consent of the parties, Licensor hereby grants, and Licensee hereby accepts, a worldwide, non-exclusive, non-transferable, irrevocable, perpetual right and licence, to use the Software and all related documentation for use in sports related mobile apps. Licensor also grants permission to Licensee to make and create customizations, updates or corrections to the Software. The parties agree that Licensor shall continue to own all right, title and interest in and to the Software and all intellectual property rights embodied therein or related thereto including, but not limited to, the source and object codes and any customizations, updates and corrections to the Software. Except as expressly provided herein, no intellectual property rights are granted to Licensee by implication, estoppel, or otherwise. Licensee will safeguard the Software and its related materials with that degree of normal due care commensurate with reasonable standards of industrial security for the protection of trade secrets and proprietary information so that no unauthorized use is made of them and no disclosure of any part of their contents is made to anyone other than Licensee’s employees, agents or consultants whose duties reasonably require such disclosure, or as necessary in the ordinary course of business. Licensee shall make all such persons fully aware of their responsibility to fulfill the obligations of Licensee under this Agreement.

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • License Grants The licenses granted in this Section 2 are subject to the terms and conditions set forth in this XXXX: a. Subject to Section 2(b), you may install and use the Software on a single computer; OR install and store the Software on a storage device, such as a network server, used only to install the Software on your other computers over an internal network, provided you have a license for each separate computer on which the Software is installed and run. Except as otherwise provided in Section 2(b), a license for the Software may not be shared, installed or used concurrently on different computers. b. In addition to the single copy of the Software permitted in Section 2(a), the primary user of the computer on which the Software is installed may make a second copy of the Software and install it on either a portable computer or a computer located at his or her home for his or her exclusive use, provided that: A. the second copy of the Software on the portable or home computer (i) is not used at the same time as the copy of the Software on the primary computer and (ii) is used by the primary user solely as allowed for such version or edition (such as for educational use only), B. the second copy of the Software is not installed or used after the time such user is no longer the primary user of the primary computer on which the Software is installed. c. In the event the Software is distributed along with other PremiumSoft software products as part of a suite of products (collectively, the "Studio"), the license of the Studio is licensed as a single product and none of the products in the Studio, including the Software, may be separated for installation or use on more than one computer. d. You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell or transfer any copy of the Software made for backup purposes. e. You agree that PremiumSoft may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse PremiumSoft for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance. f. Your license rights under this XXXX are non-exclusive.

  • SOFTWARE LICENSE GRANT Where Product is acquired on a licensed basis the following shall constitute the license grant:

  • Right to Sublicense Company shall have the right to sublicense to any third party the rights conferred upon Company under this Agreement, subject to the following conditions: 2.4.1 Wistar shall have the right to approve in advance any Sublicensee if Company is not selling Licensed Product at the time of sublicensing negotiations, provided that such approval shall not be unreasonably withheld; and further provided, however, that such approval shall be deemed to have been given if Wistar does not object to the proposed Sublicensee within [**] ([**]) business days after Company notifies Wistar in writing of the name of such Sublicensee. 2.4.2 Any Sublicense shall be in writing, shall be consistent with all of the terms and conditions of this Agreement, and shall incorporate terms and conditions sufficient to enable Company to comply with this Agreement. Without limiting the foregoing, each Sublicense shall (i) provide that in the event Sublicensee brings a Patent Challenge against Wistar or assists another party in bringing a Patent Challenge against Wistar (except as required under a court order or subpoena or if legally compelled by an administrative agency) then Company may terminate the Sublicense, (ii) require Sublicensee to indemnify, hold harmless and defend Wistar and carry insurance under the same terms set forth in Article 6 below, and (iii)state that Wistar is an intended third party beneficiary of such Sublicense, including for the purpose of enforcing such termination, indemnification, and insurance provisions. 2.4.3 No Sublicensee shall be permitted to sublicense further any of its rights under any Sublicense. Each Sublicense shall contain an agreement and acknowledgment by the Sublicensee that such Sublicense and the Sublicensee are subject to the terms and conditions of the license granted to Company under this Agreement. 2.4.4 Notwithstanding any Sublicense, Company shall remain primarily liable to Wistar for all of Company’s duties and obligations contained in this Agreement, and any act or omission of a Sublicensee which would be a breach of this Agreement if performed by Company shall be deemed to be a breach by Company of this Agreement. Wistar Reference No. LIC15-35 Wistar/OncoCyte Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission. Confidential portions are marked [**]. 2.4.5 If Wistar has a claim arising under this Agreement against a Sublicensee, Wistar may seek a remedy directly against Company and may, but is not required to, seek a remedy against the Sublicensee. 2.4.6 If Company becomes subject to a Bankruptcy Event, all payments then or thereafter due and owing to Company from its Sublicensees shall thereupon, and without any notice from Wistar to any such Sublicensee, become payable directly to Wistar for the account of Company; provided, however, that Wistar shall remit to Company any amount by which such payments exceed the amounts owed by Company to Wistar. 2.4.7 Company shall furnish Wistar with a fully executed copy of any Sublicense agreement within thirty (30) days after execution without redaction. 2.4.8 Any sublicense that is not in compliance with all of the provisions of this Section 2.4 shall be void.

  • The License 3.1.1 Subject to and in accordance with the terms and conditions set forth in this Agreement, and in particular subject to the due fulfillment of all the obligations assumed towards Maha-Metro by the Licensee, Maha-Metro hereby grants and authorizes the Licensee to the following (the “Specified Purpose”) : a. To have access to Licensed Space(s) during the License Period, develop, finance, commission, operate, manage and maintain the Licensed Space(s) during the License Period at the cost and risk of the Licensee. Any development made by the Licensee on the Licensed Space(s) shall be deemed to be the property of Maha-Metro and all the rights of the Licensee in the Licensed Space(s) shall relinquish in the favour of Maha-Metro. b. Subsequent to the Fitment Period, to utilise the licensed space, at its own costs and risk, for carrying out activities stated at Point No.

  • No License Granted Confidant acknowledges and agrees that all rights in and to Confidential Information are and shall remain the sole property of City, and Confidant agrees that it shall not contest or challenge any of City’s rights in or to any Confidential Information. Nothing in this Agreement obligates, or shall be deemed to obligate, City to provide, disclose, or deliver any Confidential Information.

  • Limited Right of Sublicense The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

  • Rights Granted The Author hereby grants to the Publisher the perpetual, sole and exclusive, worldwide, transferable, sub-licensable and unlimited right to publish, produce, copy, distribute, communicate, display publicly, sell, rent and/or otherwise make available the Contribution in any language, in any versions or editions in any and all forms and/or media of expression (including without limitation in connection with any and all end-user devices), whether now known or developed in the future, in each case with the right to grant further time-limited or permanent rights. The above rights are granted in relation to the Contribution as a whole or any part and with or in relation to any other works. Without limitation, the above grant includes: (a) the right to edit, alter, adapt, adjust and prepare derivative works; (b) all advertising and marketing rights including without limitation in relation to social media; (c) rights for any training, educational and/or instructional purposes; and (d) the right to add and/or remove links or combinations with other media/works. The Author hereby grants to the Publisher the right to create, use and/or license and/or sub-license content data or metadata of any kind in relation to the Contribution or parts thereof (including abstracts and summaries) without restriction. The Publisher also has the right to commission completion of the Contribution in accordance with the Clause "Author’s Responsibilities – Delivery and Acceptance of the Manuscript" and of an updated version of the Contribution for new editions of the Work in accordance with the Clause "New Editions". The copyright in the Contribution shall be vested in the name of the Author. The Author has asserted their right(s) to be identified as the originator of the Contribution in all editions and versions, published in all forms and media. The Author agrees that all editing, alterations or amendments to the Contribution made by or on behalf of the Publisher or its licensees for the purpose of fulfilling this Agreement or as otherwise allowed by the above rights shall not require the approval of the Author and will not infringe the Author's "moral rights" (or any equivalent rights). This includes changes made in the course of dealing with retractions or other legal issues.

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