License to Shire Sample Clauses

License to Shire. Mirum (on behalf of itself and its Affiliates) shall, and hereby does, grant to Shire, effective only and automatically as of the effective date of such termination of this Agreement, only to the extent such licenses relate to the country(ies) and Licensed Product(s) that are the subject of such termination, an exclusive license, with the right to sublicense (through multiple tiers), under Arising IP and any other Patents and Information Controlled by Mirum or its Affiliates (excluding any Acquiror or Acquiror Affiliates that became Affiliates of Mirum as a result of a Change in Control of Mirum) as of the effective date of such termination that are necessary or reasonably useful to develop, have developed, make, have made, use, offer to sell, sell, have sold and import Compounds and Licensed Products in the Field for the sole purpose of developing, having developed, making, having made, using, offering to sell, selling, having sold and importing Compounds and Licensed Products in the Field. Such license shall be […***…] except in the case of termination by Mirum for Shire’s material breach pursuant to Section 8.2, in which case Shire shall pay to Mirum a royalty of […***…] of Net Sales (applied to Shire in the same manner as applied to Mirum under Section 4.5, excluding Section 4.5(d)). Notwithstanding the foregoing, (i) the license granted under this provision shall only include Patents or Information Controlled by Mirum or its Affiliate (other than any Acquiror or Acquiror Affiliate) pursuant to any Assigned License Agreement if Shire requests that Mirum assign such Assigned License Agreement to it but Mirum is not able to do so pursuant to clause (b) above, and (ii) if the license granted under this provision includes Patents or Information Controlled by Mirum or its Affiliate (other than any Acquiror or Acquiror Affiliate) pursuant to an agreement with a Third Party then the license or sublicense to Shire hereunder, and any right of Shire to grant a further sublicense thereunder, shall be subject and subordinate to the terms and conditions of the applicable agreement between Mirum and such Third Party, including, without limitation, any payment obligations to such Third Party as a result of practice of such license or sublicense, and shall be effective solely to the extent permitted under the terms of such agreement(s).
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Related to License to Shire

  • Grant of License to Use Intellectual Property For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

  • 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”) :

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner.

  • Right to Sublicense So long as COMPANY remains the exclusive licensee of the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY shall have the sole right to sublicense any alleged infringer in the FIELD in the TERRITORY for future use of the PATENT RIGHTS in accordance with the terms and conditions of this Agreement relating to sublicenses. Any upfront fees as part of such sublicense shall be shared equally between COMPANY and M.I.T.; other revenues to COMPANY pursuant to such sublicense shall be treated as set forth in Article 4.

  • Grant of License During the term of this Contract:

  • Exclusive License Grant Subject to the terms and conditions of this Agreement (including Section 3.5.1 (Takeda Retained Rights)), Takeda hereby grants to Licensee an exclusive, sublicensable (subject to Section 3.3 (Sublicensing)), royalty-bearing right and license under the Takeda Technology and Takeda’s interest in the Joint Technology to Exploit the Licensed Compounds and Licensed Products in the Field in the Licensee Territory.

  • Exclusive License Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified, a sole and exclusive license under the Licensed Patent Rights in the Territory, and in the Field of Use to develop, make, have made, import, have imported, use, offer to sell, sell, and otherwise commercialize Licensed Product(s).

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