License of Intellectual Property Rights Sample Clauses

License of Intellectual Property Rights. The Licensor agrees and will cause its subsidiaries to agree to grant a license to the Licensee in accordance with the provisions of this Agreement, the Licensee agrees to accept from the Licensor and its subsidiaries the license to all the Intellectual Property Rights in the possession of the Licensor and its subsidiaries, including but not limited to the Intellectual Property Rights as shown in the Exhibit (which may be updated from time to time) in part and in full (the “Intellectual Property Rights”), or the right to use the Intellectual Property Rights to carry out business activities.
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License of Intellectual Property Rights. At one minute after the Effective Time, and for the avoidance of doubt, prior to the transactions set forth in Sections 2.3(a)(ii)(C) and 2.3(c)(ii) of this Plan of Arrangement, pursuant to and subject to the terms and conditions of the Arrangement Agreement, in consideration of the payment of the Applicable Portion of the Adenyo Cash Consideration and the Applicable Portion of the Adenyo US Cash Consideration, delivery of the Applicable Portion of the Escrow Amount to the Escrow Agent (on behalf of Adenyo and Adenyo US), the right to receive the Applicable Portion of any Additional Initial Consideration and the right to receive the Applicable Portion of the Earn-out Amount, each of Amalco and Adenyo US shall execute and deliver a fully paid up, perpetual, royalty free, irrevocable license, in the form attached as Exhibit E to the Arrangement Agreement, granting Cayman Buyer the right to use all Intellectual Property included in the Purchased Assets worldwide except in the United States or Canada;
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License of Intellectual Property Rights. (i) HTI hereby grants to MBUSA and its Affiliates a limited, non-exclusive, non-transferable (except in conjunction with a permitted assignment of this Agreement), non-sublicensable (except in connection with a permitted sub-contract of performance obligations under this Agreement), irrevocable (subject to the last sentence of this Section 14(d)(i)) royalty-free license in and to (i) the patent rights inherent in HTI’s Separate Intellectual Property and Fruit of the Agreement Intellectual Property to sell, lease and provide maintenance and repair service to Enabled Vehicles and LCT Enabled Vehicles and use the HTI Telematics Communicators in the production of Enabled Vehicles or the provision of maintenance and repair services to Enabled Vehicles or LCT Enabled Vehicles, and (ii) the copyrights included in HTI’s Separate Intellectual Property and Fruit of the Agreement Intellectual Property (other than with respect to software code) within the Territory to reproduce, modify, make derivatives work of, distribute, publish, in each case, such copyrighted works solely for the purpose of performing its obligations and exercising its express rights under this Agreement. ***. For the avoidance of doubt, the license granted to MBUSA and its Affiliates pursuant to this Section 14(d)(i) shall not constitute an express right for MBUSA or any of its Affiliates to, or otherwise authorize MBUSA or its Affiliates to, utilize HTI’s Separate Intellectual Property or HTI’s Fruit of the Agreement Intellectual Property to ***. Notwithstanding anything in the foregoing to the contrary, HTI shall have the right to terminate the license granted pursuant to this Section 14(d)(i) in the event that MBUSA or any of its Affiliates materially breaches the scope of such license and fails to cure such material breach within ***. (ii) During the term of this Agreement, MBUSA may provide MBUSA Property to HTI solely for HTI’s use in fulfilling HTI’s obligations hereunder. Subject to the terms and conditions of this Agreement, MBUSA hereby grants HTI ***.
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License of Intellectual Property Rights. (a) Subject to Distributor’s strict compliance with the terms of the Distribution Agreement, Winalite hereby grants to Distributor an exclusive and non-transferable (except to the extent permitted by the right of sub-license set forth in Section 3) license during the Term of this Agreement to market, sell and distribute the Products in the Territory under the patents, trademarks, trade names, marks, logos and brands, copyrights and applications therefor, and other intellectual property applicable to the Products set forth on Exhibit B, along with the Winalite Brand (collectively, the “Intellectual Property”). (b) Distributor will use the Intellectual Property only in connection with the marketing, sale and distribution of the Products within the Territory and in accordance with this Agreement and the Distribution Agreement. (c) Distributor acknowledges that it has no rights to any of the Intellectual Property except as granted by this Section 1. Should Distributor acquire any rights in or to any Intellectual Property, whether by operation of law or otherwise, Distributor will (i) at its cost and expense, immediately upon the request of Winalite, irrevocably, unconditionally and effectively, assign such rights to Winalite, and (ii) irrevocably and unconditionally waive, in favor of Winalite, any such rights which are not or cannot be so assigned. (d) The Distributor will assure that each reference to and use of any of the Intellectual Property is in the form stipulated by Winalite. (e) The Distributor will observe any directions given by Winalite as to colors and size of the representation of the trademark, marks or logos of Winalite Brand, including without limitation, their matter and disposition on the Products and any leaflets, brochures or other material and in any advertising material prepared by the Distributor for the Products. (f) The Distributor will, save with the prior approval of Winalite in writing, ensure that the Winalite Brand is not used in conjunction with the name of the Distributor or the name of any third party or in such a way as to indicate that the Distributor or such third party has or have (as the case may be) any rights of whatsoever nature in respect thereof.
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License of Intellectual Property Rights. NEC retains its Intellectual Property Rights, which were or may be developed, acquired or created by it independently of this Agreement or were existing prior to the Effective Date (“NEC Background IPR”). Nothing herein shall be construed as a transfer, license or assignment by NEC to AVIAT with respect to NEC Background IPR. Any and all Intellectual Property Rights resulting from or acquired through the Work set forth in each applicable SOW (“NEC Foreground IPR”) shall vest solely with NEC. Subject to AVIAT’s performance of its obligations under this Agreement (including without limitation, the payment of the Service Fee), NEC hereby grants a royalty-free, worldwide (excluding Japan), fully paid-up, exclusive (except for any patents and patent applications) , non-sublicensable and non-transferable right and licence to AVIAT with respect to NEC Foreground IPR subject to the same scope set forth in Section 3.1 of the IPLA and on the same terms and conditions as set forth in the IPLA.
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License of Intellectual Property Rights. 5.1 Subject to the terms and conditions of this Agreement, effective as of the Patent Assignment Registration Date, the Purchaser agrees to grant to each of the Sellers a royalty-free, non-exclusive, non-transferrable (except as set forth in Article ‎5.2), non-sublicensable (except as set forth in Article ‎5.3), perpetual, irrevocable and worldwide license under the Purchased Patents to develop, copy, modify, distribute (through multiple tiers of distribution to customers and End Users), publicly display, publicly perform, make derivative works of, make, have made, use, offer for sale, sell, have sold, export, import and otherwise exploit products and services or portions thereof and otherwise exploit all rights under the Purchased Patents in connection with their respective businesses relevant to the Purchased Patents. 5.2 The Purchaser agrees that each of the Sellers may, without the consent of the Purchaser, assign its rights under Article ‎5.1 and its obligations in connection with the license of Purchased Patents contemplated by Article ‎5.1, in whole or in part to any of its Affiliates. 5.3 The licenses granted in Article ‎5.1 include the right to grant sublicenses (commensurate with the scope of such licenses) solely to each Seller’s (i) Affiliates, but solely for as long as any such Affiliate remains an affiliate of the Seller, and with the right to further sublicense as set forth in clause (ii) below, and (ii) Contractors; provided that each sublicensee shall be bound in writing to confidentiality obligations at least as strict as those set forth in this Agreement and the sublicensing Party shall be liable for any breach of such confidentiality obligations by any such sublicensee.
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License of Intellectual Property Rights. 4.01 Lucent hereby grants to Purchaser a personal, nonexclusive, non-transferable (except as is otherwise set forth in Section 8.09), worldwide, and fully paid-up license, under Intellectual Property Rights owned by Lucent as of the Effective Date and in which Lucent has a right license, to manufacture, use and reproduce the Licensed Technology and Licensed Software, and to create Derivative Works thereof which are based upon the Licensed Technology and/or Licensed Software, for use of the Products of the Business within the Scope of the Business. 4.02 In return for the additional consideration specified in Exhibit F hereto, Lucent hereby grants to Purchaser a personal, nonexclusive, non-transferable (except as is otherwise set forth in Section 8.09), worldwide, and fully paid-up license, under Intellectual Property Rights owned by Lucent as of the Effective Date and in which Lucent has a right license, to manufacture, use and reproduce the Licensed Technology and/or Licensed Software, and to create Derivative Works thereof based upon the Licensed Technology and/or Licensed Software, for use of Stand-alone Echo Cancellation Products and/or Licensed Products. 4.03 The intellectual property licenses granted in this Article 4 also include licenses, where appropriate, to (a) execute, perform and display Object Code copies of the Licensed Software and Derivative Works thereof for use of the Products of the Business, Licensed Products and Stand-alone Echo Cancellation Products within the Scope of the Business, and (b) sell, lease, distribute, sublicense or otherwise transfer Object Code copies of the Licensed Software and Derivative Works thereof, in whole or in part, for use of the Products of the Business, Licensed Products and Stand-alone Echo Cancellation Products. 4.04 Subject to the confidentiality and non-disclosure obligations set forth in Article 6, the licenses granted to Purchaser in this Article 4, include the right to grant non-exclusive sublicenses to third party manufacturers and distributors who agree to the obligations of Article 6, of the same scope and to the same extent as the licenses granted to Purchaser under such Sections, to the extent reasonably necessary for Purchaser to carry on the business of supplying its customers with products or components within the Scope of the Business. 4.05 The licenses granted in this Article 4 are subject to all agreements entered into between Lucent (as it presently exists and as it formerly existed as th...
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License of Intellectual Property Rights 
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Related to License of Intellectual Property Rights

  • License of Intellectual Property Each Party (a “Licensor”) grants the other Party (a “Licensee”) the non-exclusive, royalty-free, paid-up, worldwide, irrevocable, right, during the term of this Agreement, to use the Licensor’s Intellectual Property solely for the purposes of this Agreement and to carry out the Party’s functions consistent with its responsibilities and authority as set forth in the enable legislation and regulations. Such licenses shall not give the Licensee any ownership interest in or rights to the Intellectual Property of the Licensor. Each Licensee agrees to abide by all third-party license and confidentiality restrictions or obligations applicable to the Licensor’s Intellectual Property of which the Licensor has notified the Licensee in writing.

  • Infringement of Intellectual Property Rights Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.

  • Ownership of Intellectual Property Rights 1. 3. 1. Your only right to use the Software is by virtue of this License and you acknowledge that all intellectual property rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of Traction Software Limited or its licensors. 2. 3. 2. You further acknowledge that all intellectual property rights in or relating to any improvement, modification or adaptation of the Software arising directly or indirectly from you using the Software are and shall remain the exclusive property of Traction Software Limited. 3. 3. 3. You agree that you will not remove or alter any copyright notices or similar proprietary devices, including without limitation any electronic watermarks or other identifiers, that may be incorporated in the Software or any copy of the Software.

  • Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • Enforcement of Intellectual Property Rights I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment. 10.7.2 Each Party shall give prompt written notice to the other of claims or suits arising out of actual or alleged Infringement of Patent Rights, Know-How or other intellectual property owned by a third party, as a result of any use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event Licensee, subject to the provisions of Section 10.7.3, shall have the right to contest or defend such claim or suit on behalf of itself and on behalf of Ipsen. If Licensee elects to contest or defend such claim or suit, Licensee shall notify Ipsen of such election, and shall keep Ipsen fully informed of any development in such claim or suit, including by transmitting copies of all documents in such claim or suit. If Licensee contests or defends a claim or suit pursuant to this Section 10.7.2 and Ipsen has not elected to contest or defend such claim or suit subject to, and in accordance with, the provisions of Section 10.7.3, then (a) Licensee shall control the defense of such claim or suit, (b) Ipsen shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Licensee and at Licensee’ sole cost and expense; and (c) Licensee shall have the right to compromise or settle such claim or suit; provided, however, that, if such claim or suit was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Know-How, any such compromise or settlement by Licensee of such claim or suit shall be subject to Xxxxx’x prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Licensee’s control of the defense of any claim or proceeding pursuant to this Section 10.7.2, Ipsen shall have the right to participate in such defense using counsel of its own choice and at its own expense, provided that such claim or proceeding was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. 10.7.3 If, within [ ]* after Licensee receives written notice of any such claim or suit, Licensee elects not to contest or defend, or fails to notify Ipsen of its intent to contest to or defend, such claim or suit, then Ipsen shall have the right to contest or defend such claim or suit on behalf of itself and Licensee and shall keep Licensee fully informed of any development in such claim or suit, including by transmitting copies of all documents submitted in such claim or suit. Notwithstanding any of the foregoing provisions of this Section 10.7.3 to the contrary, Xxxxx’x right under this Section 10.7.3 to contest or defend such claim or suit shall apply only if either (i) such claim or suit was originally made or brought against Ipsen or any of its Affiliates or (ii) such claim or suit pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. If Ipsen contests or defends a claim or suit pursuant to this Section 10.7.3, then (a) Ipsen shall control the defense of such claim or suit, (b) Licensee shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Ipsen and at Xxxxx’x sole cost and expense and (c) Ipsen shall have the right to compromise or settle such claim or suit; provided, however, that such compromise or settlement shall be subject to Licensee’s prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Xxxxx’x control of the defense of any such claim or proceeding, Licensee shall have the right to participate in such defense using counsel of its own choice and at its own expense. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 10.7.4 The defending Party shall bear its own costs and expenses (including, without limitation, attorneys fees and court costs) in connection with the defense of any claim or suit pursuant to Section 10.7.2 or Section 10.7.3, and the defending Party shall also bear the costs and expenses of the other Party if and to the extent that such costs and expenses were incurred by such other Party in connection with reasonable assistance provided by such other Party in connection with such defense at the request of the defending Party. 10.7.5 In the event that, in connection with the defense of any claim or suit pursuant to this Section 10.7 or any settlement thereof, the defending Party shall receive damages, costs or other amounts, such damages, costs or other amounts shall be treated in the manner contemplated under Section 10.6 as if they had been received by the defending Party in connection with any action or proceeding initiated and pursued by the defending Party pursuant to Section 10.6 above. 10.7.6 The provisions of this Section 10.7 and the respective rights and obligations of the Parties under this Section 10.7 shall be without prejudice to any of the provisions of Article 15 or any of the respective rights and obligations of the Parties under Article 15.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • Use of Intellectual Property The Adviser grants to the Sub-Adviser a sublicense to use the trademarks, service marks, logos, names, or any other proprietary designations of the Adviser (“AdvisorShares Marks”) on a non-exclusive basis. The Sub-Adviser will acquire no rights in the AdvisorShares Marks, and all goodwill of the AdvisorShares Marks shall inure to and remain with the Adviser. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund(s), the Adviser or any of their respective affiliates or use AdvisorShares Marks in offering, marketing or other promotional materials without the prior express written consent of the Adviser, which approval will not be unreasonably withheld or delayed, except as required by rule, regulation or upon the request of a governmental authority. Notwithstanding the forgoing, the Sub-Adviser and its affiliates may, without obtaining the Adviser’s prior approval, refer directly or indirectly to its relationship with the Trust, the Fund(s), the Adviser or any of their respective affiliates and use AdvisorShares Marks in offering, marketing or other promotional materials provided that such materials were previously approved by the Adviser and remain in substantially the same form.

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