Licensed Assets Sample Clauses

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. 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. 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. The Licensed Assets comprise all the assets that are owned, leased or licensed by Licensor and are used, held for use or intended to be used primarily in the conduct of the Business, other than the Excluded Assets and except as otherwise provided in Section 1.2.

Licensed Assets. For the purposes of this Agreement, “Licensed Assets” means all of the following assets of the Licensor:

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. From the date hereof until February 28, 2021, Seller hereby grants to Buyer, and Buyer hereby accepts, a royalty-free, limited, irrevocable, and non-transferable right and license to use, reproduce, distribute, display, advertise, promote and otherwise exploit the Excluded Assets set forth on Schedule 5.10 solely in conjunction with the Business and the operation thereof by Buyer consistent with past or current practice for use in indicating a transition of the Business.

Licensed Assets. Section 2.5 of the Licensor Disclosure Schedule sets forth a list of all registrations and applications for registration in respect of the Licensed Assets. Except as set forth in Section 2.5 of the Licensor Disclosure Schedule, Licensor owns (beneficially and of record) all right, title and interest in and to all Licensed Assets, free and clear of all Encumbrances, other than Permitted Encumbrances. Except as set forth in Section 2.5 of the Licensor Disclosure Schedule, the Patent in the US and all of the trademark applications (if any) related to the Licensed Assets have been duly filed in the jurisdiction named in each such application, are being actively prosecuted and have not been abandoned or allowed to lapse. Except as set forth in Section 2.5 of the Licensor Disclosure Schedule, there is no Action that is pending or, to the knowledge of Licensor, threatened that challenges the rights of Licensor in respect of any Licensed Assets or the validity, enforceability or effectiveness thereof. Licensor has not received any written communication alleging that it has infringed the Intellectual Property rights of any third party and there are no Actions that are pending or, to the knowledge of Licensor, threatened against Licensor with respect thereto. Except as set forth in Section 2.5 of the Licensor Disclosure Schedule, to the knowledge of Licensor, there is no unauthorized use, infringement or misappropriation of the Licensed Assets by any third party and there is no Action that is pending or threatened by Licensor with respect thereto. Notwithstanding anything to the contrary, this representation shall not limit or restrict the transfer to Licensee pursuant to this Agreement of all right, title and interest in and to the Licensed Assets owned by Licensor throughout the world; provided, however, that Licensor represents and warrants that it will use commercially reasonable efforts to maintain and enforce the Licensed Assets in key international markets as mutually agreed upon by the parties in writing within thirty (30) days of this Agreement's execution, with such maintenance and enforcement to be at Licensor's sole cost and expense. The parties shall negotiate in good faith to identify such key international markets, and failure to reach agreement on such markets within the specified timeframe shall constitute a material breach of this Agreement.