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 t...
Licensed Technology. The term “Licensed Technology” shall mean the Licensed Patent Rights, Licensed Know-How and Licensed Biological Materials.
Licensed Technology. Subject to the terms and conditions of this Agreement, POZEN hereby grants to Licensee an exclusive (including with regard to POZEN and its Affiliates), royalty-bearing license, with the right to grant sublicenses as described in Section 7.3 (Sublicenses), under the Licensed Technology to make, use, have made, sell, offer for sale, import and export Products in the Field of Use in the Territory. For the avoidance of doubt, Licensee shall have no license or other right under the Licensed Technology to make, use, have made, sell, offer for sale, import, and export any product containing acetyl salicylic acid (including salts and derivatives thereof).
Licensed Technology. Licensed Technology" shall mean the Rights, the Products and the Technical Information.
Licensed Technology. The Services listed above and Novati’s process technology, including recipes and steps, used in the performance of services shall be provided and licensed to Customer under the terms, conditions and limitations of the Master Services Agreement, which shall override and supersede any terms and conditions in any customer provided documents. This Amendment 19, (“Amendment”), dated July 25 2016 (“Effective Date”) is to the Master Services Agreement dated March 2, 2009 (“Agreement”) between Novati Technologies, Inc. (“Novati”), and BioNano Genomics (“Customer”). The Agreement mandates that all changes must be in a writing signed by the parties. Except as provided below, all the provisions of the Agreement shall remain in effect and apply to the amended language. Accordingly, the parties agree to the following:
1) The parties agree to amend the Agreement to incorporate Exhibit A, describing development services, which will be provided by Novati for Customer starting on the Effective Date for the fees set forth therein.
2) The parties agree to amend the Agreement to extend the expiration date to March 31, 2017. Effect of this Amendment: In the event of any conflict between the Agreement and this Amendment, this Amendment shall control. Except as amended or as otherwise set forth in this Amendment, the Agreement shall continue unchanged and in full force and effect in accordance with its terms.
Licensed Technology. The terms and conditions of the license granted to Purdue shall be as follows:
(a) Subject to the terms and conditions of this Agreement, BDSI hereby grants to Purdue an exclusive (subject to BDSI’s retained rights under this Section 3.02(a)), royalty-bearing, license under the Licensed Technology to manufacture or have manufactured (subject to the terms of the Supply Agreement), import, and Commercialize the Licensed Product(s) in the Territory, which license shall be sublicensable as set forth in the second paragraph of this clause (a). Notwithstanding anything to the contrary (including but not limited to the exclusivity of the rights granted above or below), BDSI retains, on behalf of it, its Affiliates, and its or their contractors, licensees, or sublicensees, sublicensable rights, transferable in accordance with Section 14.01, under the Licensed Technology and Licensed Marks to (i) perform BDSI’s obligations under Article II and such other obligations as are necessary to reflect the NOC Filer’s status as the initial holder of the Current Product NDS, but only during the period from the Effective Date until the Marketing Authorization Transfer, and (ii) research, develop, manufacture, have manufactured, use or import Licensed Products or Demonstration Samples in the Territory but solely for purposes related to the export, distribution, use, development, or commercialization thereof outside the Territory. For clarity, BDSI’s or its Affiliates’ purchase of Licensed Products or Demonstration Samples in the Territory and its or their subsequent sale and export of such Licensed Products or Demonstration Samples to BDSI’s Affiliates or Third Parties located outside of the Territory for purposes of enabling the sale and/or use of such products outside the Territory are included within the scope of BDSI’s retained rights set forth in clause (ii) above. Once per Calendar Quarter and at such other times as may be reasonably requested by Purdue, BDSI shall provide Purdue with summary updates regarding its research, development or manufacturing activities (whether directly or through a Third Party) in respect of the Licensed Products or Demonstration Samples in the Territory if BDSI undertakes any such activities as allowed under this Section 3.02(a). Purdue shall have the right to sublicense any rights granted to it under this clause (a) or Section 3.03(a) within the Territory, provided that (i) Purdue shall provide BDSI with a copy of any executed sublicense ag...
Licensed Technology. Subject to the terms and conditions of this Agreement, LICENSOR hereby grants to LICENSEE an exclusive (even as against LICENSOR and its Affiliates, except as provided in Sections 2.3 and 3.3), sublicensable (subject to Section 2.2) right and license under the Licensed Technology to Develop and Commercialize Licensed Products (except for any Licensor Extended Field Product) solely for Use within the Field and within the Territory (the “License”).
Licensed Technology. Subject to the terms and conditions of this Agreement, EMulate hereby grants to Hapbee an exclusive, royalty-bearing license under the EMulate Technology to use, sell, offer for sale, lease, rent, import, and otherwise Commercialize the Authorized Product in the Field in the Territory during the Term. In addition, subject to the terms and conditions of this Agreement, EMulate hereby grants to Hapbee an exclusive, royalty-bearing license under the EMulate Technology to ship, label and package Authorized Product for use in the Field in the Territory.
Licensed Technology. The term “Licensed Technology” shall mean any product, method or process, the manufacture, use, importation, sale, offer for sale, supply or performance of which would, in the absence of a license under the Licensed Patent Rights, infringe at least one Valid Claim of the Licensed Patent Rights.
Licensed Technology. TKT represents and warrants that, as of the Effective Date, the TKT Patent Rights and TKT Technology do not include any intellectual property licensed to TKT from a Third Party other than those included in a License Agreement ********************************************* **************************************************************.
