Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.
Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.
Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.
Sublicensees 4.1 The Regents also grants to IntraBiotics the right to issue exclusive or nonexclusive sublicenses ("Sublicenses") to third parties to make, have made, use and sell [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Licensed Products and to practice Licensed Methods in the Field in any jurisdiction under which IntraBiotics has exclusive rights under this Agreement. All such Sublicenses shall be subject to the rights of The Regents under this Agreement, with the exception that Sublicensees need not pay the license issue fee provided for in Article 5, or patent costs provided for in Article 8. To the extent that IntraBiotics licenses third parties to make, have made, use and sell Licensed Products and to practice Licensed Methods that are covered solely by Joint Patent Rights, for the purposes of this Agreement, such licenses shall be considered Sublicenses. To the extent applicable, Sublicenses shall also be subject to the rights of the United States federal government under 35 U.S.C. Section 201-212. 4.2 IntraBiotics shall pay to The Regents, upon the Net Sales of Licensed Products sold or disposed of by Sublicensees, an earned royalty equal to [ * ] of the royalties received by IntraBiotics from its Sublicensees for products covered by Regents' Patent Rights, and an earned royalty equal to [ * ] for products covered solely by Joint Patent Rights. 4.3 IntraBiotics shall pay to The Regents [ * ] of all Sublicensing Income. Such payments shall be made quarterly in accordance with the payment schedule described in paragraph 10.3. 4.4 IntraBiotics shall provide to The Regents a copy of each Sublicense granted by IntraBiotics and a copy of all information submitted to IntraBiotics by Sublicensees relevant to the computation of the payments due from IntraBiotics to The Regents under this Article 4. 4.5 IntraBiotics shall use its best efforts to write its sublicense agreements so that upon termination of this Agreement for any reason, all outstanding Sublicenses will be assigned to The Regents and will remain in full force and effect under the same terms and conditions with The Regents as the licensor thereunder in the stead of IntraBiotics, but the duties of The Regents under such assigned Sublicenses shall not be greater than the duties of The Regents under this Agreement.
Territory 33.1 This Agreement applies to the territory in which CenturyLink operates as an ILEC in the State. CenturyLink shall be obligated to provide services under this Agreement only within this territory. 33.2 Notwithstanding any other provision of this Agreement, CenturyLink may terminate this Agreement as to a specific operating territory or portion thereof pursuant to Section 6.7 of this Agreement.