Licensed Assets. In the event of a Supply Failure, Occam shall grant and does hereby grant a non-exclusive license to Xtent during the period in which Occam is unable or unwilling to perform the coating services, but not to exceed the balance of the term of this Agreement, under the Licensed Assets, to enable Xtent to perform or have performed the Coating Services on the Xtent's Stents on its own and in its own facility or the facility of a third party, subject to Section 12.6. If Occam possesses any tooling or fixtures made specifically to provide Coating Services for the Xtent's Stents and Xtent Stent Systems, Occam shall transfer such items to Xtent as part of the Licensed Assets being licensed hereunder for a price which shall equal Occam's replacement costs for such tooling or fixtures, subject to Section 12.6.
Licensed Assets. Subject to the terms and conditions of this Agreement, Takeda, on behalf of itself and its Affiliates, hereby grants to NPS an irrevocable, worldwide, non-exclusive, royalty-free license with right to grant sublicenses, to all Industrial Design Rights, including the Industrial Design Rights set forth on Schedule
Licensed Assets. The EpiCept Intellectual Property includes all of the assets and properties that are owned or licensed by EpiCept with respect to the development, marketing and sale of the LidoPAIN(R) BP Product and that are reasonably required to develop, sell and ship the LidoPAIN(R) BP Product after the Effective Date, No Affiliate of EpiCept owns or licenses any assets or properties reasonably necessary for Endo to develop, produce or sell the Licensed Products as contemplated herein. EpiCept possesses or controls all material EpiCept Product Registration Data.
Licensed Assets. Except for the Copyrights, the Marketing and Pricing Data and the Marketing Materials, there are no copyright rights in the United States, customer lists, sales data, price lists, pricing information, labeling, marketing and promotional materials, promotional literature or inserts that are required in the Business. The Licensed Assets, when transferred to JMED, shall vest in JMED good and valid title thereto, free and clear of all claims, liens, licenses, security interests and encumbrances of any kind.
Licensed Assets. Assignor shall agree to license to Assignee on a non-exclusive basis under Assignor’s right and interest, if any, in or to the following assets, other than any Manufacturing-Relating Assets, solely for use in the field of therapeutic products for human heart cell regeneration:
(A) any cell-lines derived from the Identified Cell-lines that are modified to enhance cardiac engraftment or improve arrhythmia;
(B) any Registered Intellectual Property;
(C) all Regulatory Filings; and
(D) all data generated by or on behalf of Assignor in the development of any Identified Earn-Out Product; provided, that, in the case of each of clauses (A) – (D), such asset is solely related to any Identified Earn-Out Product, but is also useful for Assignor activities outside the scope of the Identified Earn-Out Product(s) (the “Licensed Assets”). Notwithstanding the foregoing, the Licensed Assets shall not include (1) any assets purchased, acquired or in-licensed by Assignor after the Closing, (2) any assets of any licensor, partner, acquirer, Affiliate (other than a wholly owned Subsidiary of Assignor) or parent entity of Assignor, other than the Rockefeller License; provided such assets were not transferred to such entity by Assignor for the purpose of avoiding its obligations hereunder, or (3) any assets relating to manufacturing processes, development processes or analytical development, including any Registered Intellectual Property or data related thereto and the Chemistry, Manufacturing and Controls or similar portion of any Regulatory Filing and any correspondence related thereto (“Manufacturing-Related Assets”). The foregoing license shall be made on an “as is” basis, without representation or warranty from the Assignor of any type, whether express or implied, including the sufficiency of the Licensed Assets for any purposes, or any implied warranty of merchantability, fitness for a particular purposes or non-infringement, and shall include confidentiality provisions satisfactory to Assignor. The Licensed Assets shall be subject to any and all joint ownership rights or obligations, licenses or other Liens of Assignor relating to the Licensed Assets as in effect at the time of the license. The Licensed Assets shall not include the license of any asset or any interest therein which Assignor is unable to effect unilaterally, except to the extent such consent is expressly obtained, as provided below.
Licensed Assets. The Licensor owns, with the exception of any third party software, and has good and marketable title to all Intellectual Property, free and clear of all mortgages, pledges, security interests, conditional sales, or other title retention agreements, encumbrances, liens, easements, claims, rights of way, warrants, options, or charges of any kind in writing (collectively hereinafter referred to as "LIENS"). The Licensor has full power and authority with respect to any third parties. the right to license the Intellectual Property to the Licensee.
Licensed Assets. The parties acknowledge that certain assets related to the ESS Business also are essential to other businesses conducted by Adaptec. Accordingly, with respect to the Licensed Assets Adaptec shall provide Chaparral licenses on the terms and conditions of the License Agreement.
Licensed Assets. Subject to the receipt of the Approvals and the satisfaction of the other conditions set forth below in Article 4, the following licenses are hereby granted to IDEC:
(1) P&U CO hereby grants to IDEC, and IDEC hereby accepts, an exclusive, worldwide, paid up license (with right to sublicense) to practice *_____* to develop, make, have made, use, import, offer to sell and sell pharmaceutical products containing 9-AC. P&U CO reserves the right to practice (and to assign to or grant third parties the right to practice) *_____*.
(2) P&U SPA hereby grants to IDEC, and IDEC hereby accepts, an exclusive, worldwide, paid up license (with right to sublicense) to practice the 9-AC Production Technology to develop, make, have made, use, import, offer to sell and sell pharmaceutical products containing 9-AC. P&U SPA reserves the right to practice (and to assign to or grant third parties the right to practice) the 9-AC Production Technology for all other uses not related to the manufacture, use or sale of 9-AC. "9-AC Production Technology" means all Know How and Patent Rights owned by Pharmacia relating to *______* together with all improvements thereof developed by P&U SPA during the course of performing its obligations under the Supply Agreement.
Licensed Assets. For the purposes of this Agreement, “Licensed Assets” means all of the following assets of the Licensor:
Licensed Assets. On the Closing Date and pursuant to the terms of the License Agreements in the forms of EXHIBITS A-1 AND A-2 attached hereto, Seller shall grant to Purchaser permanent, paid-up, royalty-free, non-exclusive licenses for the software listed on SCHEDULE 1.2 (the "Licensed Software") for the uses and subject to the limitations described on SCHEDULE 1.2.
