Licensee’s Option Sample Clauses

Licensee’s Option. In lieu of Section 8.3, Licensee shall have the option to hereby grant a worldwide, nonexclusive, nontransferable, except to a successor Licensing Administrator, license and/or sublicense under any and all of its AVC Essential Patent(s) to the Licensing Administrator with the right by the Licensing Administrator to grant AVC Patent Portfolio Licenses that include the AVC Essential Patent(s) that Licensee and its Affiliates, if any, have the right to license or sublicense. Licensee shall identify to the Licensors any and all of its Patents which Licensee believes in good faith to be an AVC Essential Patent(s). Licensors shall determine whether each of the patent(s) identified by Licensee is an AVC Essential Patent(s) according to an established procedure applicable to all new Patents identified to the Licensors. The terms and conditions of the license and/or sublicense granted by the Licensee to the Licensing Administrator under this Section 8.4 shall be identical to the terms and conditions of the license and/or sublicense granted by each Licensor to the Licensing Administrator. If Licensee elects the option set forth in this Section 8.4, it shall enter into an agreement referred to as the “Agreement Among Licensors,” and other associated agreements which have been entered into by all Licensors.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Licensee’s Option. Licensee shall have the option to receive from Licensor maintenance services relating to the Rendering Engine portion only of the Software (hereinafter more fully described and defined as the "Maintenance Services") upon the terms and conditions set forth in this Article VII. Such option shall be exercised by Licensee by the giving of prior written notice to Licensor specifying that Licensee wishes to receive Maintenance Services. Licensee's option to receive Maintenance Services pursuant to this Article VII shall expire and become null and void thirty (30) days following expiration of the Warranty Period if such right had not previously been exercised by Licensee.
Sample 1Sample 2Sample 3
Licensee’s Option. Licensee shall have an option for a period of ninety (90) days from receipt of the Proposed Construction Notice to elect to finance, own and control up to one hundred percent (100%) of the project in accordance with the material terms and conditions as described in the Proposed Construction Notice. Licensee may exercise such option by notifying Bio-Products in writing pursuant to Section 14.15 hereof before expiration of the ninety (90) day period. If Licensee exercises such option and elects to own and control more than 50%, (i) each facility covered by said exercise shall not be considered as one of the Bio-Products Retained Sites, if Licensee has majority interest (interest greater than 50%), and (ii) the Licensee shall reimburse Bio-Products for its actual out-of-pocket expenses incurred in securing said facility within ninety (90) days of exercising its option, and pay Bio-Products a Sales Commission equal to three percent (3%) of the proposed capital cost of the facility (excluding the cost of the vessel(s)), payable in four equal installments with each such installment due 90 days, 180 days, 270 days, and 360 days, respectively, from the date Licensee secures and completes financing for the facility or begins construction and placing orders for equipment prior to completion of financing of the facility. Notwithstanding the foregoing, Licensee shall not have an option pursuant to this Section 2.1(b) with respect to the first two "Proposed Exempt Site(s)" (as defined below). For the purposes hereof, the term "Proposed Exempt Site(s)" shall mean a proposed ROFR Site which processes, or is capable of processing, no more than 2000 tons per day located in the State of Arkansas, Alabama, Tennessee, Georgia, and South Carolina."
Sample 1
Licensee’s Option. In lieu of Section 8.3, Licensee shall have the option to hereby grant a worldwide, nonexclusive, nontransferable, except to a successor Licensing Administrator, license and/or sublicense under any and all of its MPEG-4 Visual Essential Patent(s) to the Licensing Administrator with the right by the Licensing Administrator to grant MPEG-4 Visual Patent Portfolio Licenses that include the MPEG-4 Visual Essential Patent(s) that Licensee has the right to license or sublicense. Licensee shall identify to the Licensors any and all of its Patents which Licensee believes in good faith to be MPEG-4 Visual Essential Patent(s). Licensors shall determine whether each of the patent(s) identified by Licensee is an MPEG-4 Visual Essential Patent(s) according to an established procedure applicable to all new Patents identified to the Licensors. The terms and conditions of the license and/or sublicense granted by the Licensee to the Licensing Administrator under this Section 8.4 shall be identical to the terms and conditions of the license and/or sublicense granted by each Licensor to the Licensing Administrator. If Licensee elects the option set forth in this Section 8.4, it shall enter into an agreement referred to as the "Agreement Among Licensors," and other associated agreements which have been entered into by all Licensors.
Sample 1
Licensee’s Option. (a) [***];
Sample 1
Licensee’s Option. At Licensee’s request, the parties will negotiate in good faith a license to Licensee for any New Company Technology. Prior to granting any exclusive license for New Company Technology in the Exclusive Field or Non-Exclusive Field, Company shall provide Licensee a right of first refusal to license the New Company Technology for itself in the same field on substantially the same terms. Licensee will have thirty (30) days from notice of any proposed license during which to accept or decline to exercise this right of first refusal. Any proposal not accepted by Licensee within thirty (30) days of notice of the proposal shall be deemed to be declined. The right of first refusal shall apply for each third-party offer in Exclusive Field or Non- Exclusive Field received by Company. [37] Company agrees that if it offers to any third-party any non- [37] Licensee has first right of refusal for Licensor entering into a license agreement with a third party re: New Company Technology if it agrees to substantially the same terms of the agreement. [38] If Licensor provides license agreement offers to 3rd parties re: Licensor Technology, it must also exclusive license to New Company Technology in the Exclusive Field or Non-Exclusive Field, Company shall also offer such a license to Licensee under terms at least as favorable as the most favored terms offered to the third party licensee. [38] Notwithstanding the above, Company is under no obligation to license any New Company Technology. provide same or better terms to Licensee.
Sample 1
Licensee’s Option. In lieu of Section 7.3 and upon full execution of this Agreement, Licensee shall have the option to hereby grant a nonexclusive license and/or sublicense for the Open RAN Licensed Field of Use under any and all of its Open RAN Essential Patents to the Licensing Administrator with the right by the Licensing Administrator to grant Open RAN Patent Portfolio Licenses that include the Open RAN Essential Patents that License and its Affiliates, if any, have the right to license or sublicense. The terms and conditions of the license and/or sublicense granted by the Licensee to the Licensing Administrator under this Section 7.4 shall be identical to the terms and conditions of the license and/or sublicense granted by each Licensor to the Licensing Administrator. If Licensee elects the option set forth in this Section 7.4, it shall be required to enter into the “Agreement Among Licensors”, the “Licensing Administrator Agreement” and the “License from Licensor to Licensing Administrator”, which have been entered into by all Licensors.
Sample 1
AutoNDA by SimpleDocs

Related to Licensee’s Option

  • Licensee Licensee represents and warrants that:

  • Sublicensee The term “

  • Sublicensees Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

  • Royalty Term On a country-by-country and Licensed Product-by-Licensed Product basis, royalty payments in the Territory shall commence upon the first commercial sale of such Licensed Product, whether such sale is to a Public Purchaser, Governmental Authority or private entity or person and whether such sale is made under an EUA or Key Approval, in such country in the Territory and will terminate upon the later of: (a) the expiration, invalidation or abandonment date of the last Valid Claim of the Patents in the country of sale or manufacture of such Licensed Product in the Territory or (b) expiration of regulatory exclusivity of such Licensed Product in such country of sale in the Territory (the “Royalty Term”).

  • 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.

  • Sublicense Rights Licensee shall not have the right to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • Licensed Territory Worldwide NIH Patent License Agreement—Exclusive APPENDIX C – ROYALTIES Royalties:

  • LICENSE TERM The license term shall commence upon the License Effective Date, provided, however, that where an acceptance or trial period applies to the Product, the License Term shall be extended by the time period for testing, acceptance or trial.

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

Time is Money Join Law Insider Premium to draft better contracts faster.