Licenses and Options Sample Clauses

Licenses and Options. Upon Institution’s Innovation Pillar notifying Sponsor of an invention disclosure on an Institution Invention or a Joint Invention, and to the extent owned and controlled by Institution and available for licensing, Institution shall grant Sponsor (i) a non-exclusive, worldwide, royaltyfree, non-transferable, non-sublicensable license and (ii) a sixty (60) day option (the “Option Period”) to negotiate an exclusive, worldwide, royalty-bearing, fully sublicensable license to the Institution Invention or Institution’s rights in the Joint Invention. Sponsor shall exercise the option by written notification to Institution’s OXX prior to the expiration of the 60 day Option Period and the parties shall then commence good faith negotiation, not to exceed six (6) months (the “Negotiation Period”) from the date Institution receives Sponsor’s written notification exercising the option, to determine the terms of an exclusive commercial license agreement. If Sponsor does not exercise the option, or if Sponsor and Institution fail to execute an exclusive license agreement within three (3) months following the expiration of the Negotiation Period, Institution shall be free to license the Institution Invention or Institution’s rights in Joint Inventions to any party upon such terms as Institution deems appropriate. Sponsor shall keep Researcher fully informed, on at least an annual basis, as to the commercial development of any Joint Inventions (the “Annual Joint Invention Report”). If the Joint Invention is licensed, sublicensed, assigned or otherwise transferred to a party, Researcher shall be entitled to share in the compensation or fees received by Sponsor on terms to be negotiated by Researcher and Sponsor (“Joint License Fees”). To the extent a Joint Invention is developed such that Sponsor receives any compensation, fees, royalties or other consideration of which the Joint Invention is a part, Researcher shall share in such consideration on terms to be negotiated (“Joint Revenue”). If within the Option Period, Sponsor desires an Exclusive License to Researcher’s rights in the Joint Invention, then Sponsor shall exercise this option during the Option Period and if an Exclusive License is executed, there shall be no Annual Joint Invention Report, Joint License Fees or Joint Revenues and the terms of the Exclusive License shall control. Upon exercising the option, Sponsor shall be responsible for patent expenses that it has requested Institution to file on the Institut...
Sample 1
AutoNDA by SimpleDocs
Licenses and Options. As of the effective date of termination of this Agreement with respect to a Terminated Licensed Program, all licenses and all other rights granted by HFB to FibroGen under Section 2.1 (License to FibroGen) with respect to such Terminated Licensed Program will terminate. In the event of termination of an Option Program, all [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. outstanding License Options granted by HFB to FibroGen under Section 2.9(a) (Grant of Options) for such Option Program will terminate and, if this Agreement is terminated in the entirety, all outstanding License Options shall terminate pursuant to Section 2.9(f) (Termination of Option).
Sample 1
Licenses and Options. Upon any expiration or termination of this Agreement, all licenses and options granted hereunder shall terminate as of the effective date of expiration or termination. If this Agreement expires pursuant to Section 10.1(a), 10.1(b)(ii) or 10.1(b)(iii) or is terminated by BlueRock pursuant to Section 10.2 or by Senti pursuant to Section 10.3, Section 10.4 or Section 10.5, then upon the request of Senti made within [***] of such expiration or termination, the Parties will negotiate in good faith for a period of up to [***] from such request the terms upon which Senti would [***]. If the Parties do not agree upon the terms [***] by the end of such [***] period, then either Party may request, within [***] thereafter, to determine such terms by baseball arbitration in accordance with the process set forth in Exhibit D. Within [***] after the independent expert panel renders its decision on the terms in accordance with Exhibit D, Senti may notify BlueRock of its acceptance of the independent expert panel’s decision, in which case [***], under [***], [***].
Sample 1
Licenses and Options. (A) SONUS hereby grants to ABBOTT an exclusive license, exclusive even as to SONUS, with the right to sublicense Affiliates and Third Parties, under the Licensed Patents and Know-How to use, offer to sell and sell the Product in the Field in the Territory (except for the Pacific/Asia/Africa Area) subject to SONUS' co-promotion rights pursuant to Article 3.2(B). The right to sublicense to a Third Party shall be subject to the approval of SONUS, such approval not to be unreasonably withheld. (B) SONUS hereby grants to ABBOTT a nonexclusive license, with the right to sublicense Affiliates and Third Parties, under the Licensed Patents and Know-How to make, have made, and import the Product for the Field in the Territory (except for the Pacific/Asia/Africa Area) subject to the limitations set forth in Article 3.5. The right to sublicense to a Third Party shall be subject to the approval of SONUS, such approval not to be unreasonably withheld. (i) SONUS hereby grants to ABBOTT an exclusive option to obtain an exclusive license, with the right to sublicense Affiliates and Third Parties, under the Licensed Patents and Know-How, to use, offer to sell and sell the Product in the Field in the Pacific/Asia/Africa Area in the Territory, subject to SONUS's co-promotion rights pursuant to Article 3.2(B). The right to sublicense shall be subject to the approval of SONUS, such approval not to be unreasonably withheld. (ii) SONUS hereby grants to ABBOTT an exclusive option to obtain a nonexclusive license, with the right to sublicense Affiliates and Third Parties, under the Licensed Patents and Know-How to make, have made, and import the Product for the Field in the Pacific/Asia/Africa Area in the Territory subject to the limitations set forth in Article 3.5. The right to sublicense to a Third Party shall be subject to the approval of SONUS, such approval not to be unreasonably withheld. (iii) Notwithstanding the foregoing, ABBOTT has the right to seek immediately and obtain Regulatory Approval in each Country in the Pacific/Asia/Africa Area in the Territory. If ABBOTT does not exercise its option pursuant to this Article 5.1, then, after the expiration of the option, ABBOTT shall promptly take all actions reasonably required to transfer any Regulatory Approvals obtained for such Countries to SONUS at no cost to SONUS. (D) The term of the options granted to ABBOTT under Article 5.1(C) above shall expire on December 15, 1997. (E) SONUS may not exercise, and may not grant to ...
Sample 1
Licenses and Options 
Sample 1Sample 2Sample 3See All (20)

Related to Licenses and Options

  • LICENSES AND LAWS 2 A. CONTRACTOR, its officers, agents, employees, affiliates, and subcontractors shall, throughout 3 the term of this Agreement, maintain all necessary licenses, permits, approvals, certificates, 4 accreditations, waivers, and exemptions necessary for the provision of the services hereunder and 5 required by the laws, regulations and requirements of the United States, the State of California, 6 COUNTY, and all other applicable governmental agencies. CONTRACTOR shall notify 7 ADMINISTRATOR immediately and in writing of its inability to obtain or maintain, irrespective of the 8 pendency of any hearings or appeals, permits, licenses, approvals, certificates, accreditations, waivers 9 and exemptions. Said inability shall be cause for termination of this Agreement. 10 B. ENFORCEMENT OF CHILD SUPPORT OBLIGATIONS 11 1. CONTRACTOR certifies it is in full compliance with all applicable federal and State 12 reporting requirements regarding its employees and with all lawfully served Wage and Earnings 13 Assignment Orders and Notices of Assignments and will continue to be in compliance throughout the 14 term of the Agreement with the County of Orange. Failure to comply shall constitute a material breach 15 of the Agreement and failure to cure such breach within sixty (60) calendar days of notice from the 16 COUNTY shall constitute grounds for termination of the Agreement. 17 2. CONTRACTOR agrees to furnish to ADMINISTRATOR within thirty (30) calendar days 18 of the award of this Agreement: 19 a. In the case of an individual CONTRACTOR, his/her name, date of birth, social security 20 number, and residence address; 21 b. In the case of a CONTRACTOR doing business in a form other than as an individual, 22 the name, date of birth, social security number, and residence address of each individual who owns an 23 interest of ten percent (10%) or more in the contracting entity; 24 3. It is expressly understood that this data will be transmitted to governmental agencies 25 charged with the establishment and enforcement of child support orders, or as permitted by federal 26 and/or state statute. 27 C. CONTRACTOR shall comply with all applicable governmental laws, regulations, and 28 requirements as they exist now or may be hereafter amended or changed. These laws, regulations, and 29 requirements shall include, but not be limited to, the following: 30 1. ARRA of 2009.

  • Licenses and Approvals Contractor shall obtain and keep current all necessary licenses, approvals, permits and authorizations required by Applicable Laws to provide the Work. Contractor will be responsible for all fees and taxes associated with obtaining such licenses, approvals, permits and authorizations, and for any fines and penalties arising from its noncompliance with any Applicable Law.

  • No Third Party Options There are no existing agreements with, options ---------------------- or rights of, or commitments to any Person, other than to Buyer, to acquire any of the Assets or any interest therein.

  • Permits/Licenses Contractor and all Contractor’s employees or agents shall secure and maintain in force such permits and licenses as are required by law in connection with the furnishing of services pursuant to this Contract.

  • Permits, Licenses, Etc Each of the Borrower and its Subsidiaries possesses all permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business. Each of the Borrower and its Subsidiaries manages and operates its business in accordance with all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to Environmental Permits.

  • Other Licenses Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either Party any license or other right except the licenses and rights expressly granted under this Agreement.

  • Consents, Licenses and Approvals The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of a Responsible Officer of the Borrower (i) attaching copies of all consents, authorizations and filings referred to in Section 5.4, and (ii) stating that such consents, licenses and filings are in full force and effect, and each such consent, authorization and filing shall be in form and substance satisfactory to the Administrative Agent.

  • Licenses, Permits and Approvals Seller has not received any written notice, and Seller has no knowledge that the Property fails to comply with all applicable licenses, permits and approvals and federal, state or local statutes, laws, ordinances, rules, regulations, requirements and codes including, without limitation, those regarding zoning, land use, building, fire, health, safety, environmental, subdivision, water quality, sanitation controls and the Americans with Disabilities Act, and similar rules and regulations relating and/or applicable to the ownership, use and operation of the Property as it is now operated. Seller has received all licenses, permits and approvals required or needed for the lawful conduct, occupancy and operation of the business of the Hotel, and each license and permit is in full force and effect, and will be received and in full force and effect as of the Closing. No licenses, permits or approvals necessary for the lawful conduct, occupancy or operation of the business of the Hotel, to Seller’s knowledge requires any approval of a governmental authority for transfer of the Property except as set forth in Exhibit D.

  • Sublicenses (a) Licensee may sublicense the license and rights granted to Licensee under Sections 2.1, 2.2, 2.4, 2.5 and 2.6 (as applicable) to (a) its Affiliates and (b) Third Parties in connection with the operation of the business of Licensee or its Affiliates, but not for the independent use of any such Third Party, including distributors that need to practice the applicable Intellectual Property to provide ordinary course distribution services to Licensee and its Affiliates; provided that, with respect to the SpecCo Licensed Standards, sublicensing to such Third Parties shall be solely for such Third Parties to provide services to the Materials Science Business in the ordinary course at any or all Licensed Facilities (but not for the independent use of such Third Party), and (c) with the prior written consent of Licensor, other Third Parties (each such Affiliate or Third Party, or subcontractor granted a sublicense under Section 2.3, a “Sublicensee”). (b) Each sublicense granted by a Licensee under the license granted to such Licensee in Sections 2.1, 2.2, 2.4, 2.5 and 2.6 shall be granted pursuant to an agreement that (i) is subject to, and consistent with, the terms and conditions of this Agreement and includes provisions at least as protective of Licensor and its Affiliates as the provisions of this Agreement (except that such sublicense shall not be required to provide rights for Licensor to audit Sublicensee in accordance with, and subject to, Section 2.13 (1) if the sublicense is granted to an Affiliate, (2) with respect to sublicenses of Licensed Know-How, Licensed Copyrights or Business Software where the primary purpose of such arrangement with sublicensee is not to grant access to such Licensed Know-How, Licensed Copyrights or Business Software or (3) with respect to sublicenses of the licenses granted under Section 2.6), (ii) to the extent with respect to Licensed Patents or SpecCo Licensed Standards and if Sublicensee is a Third Party, provides that Licensor shall be an intended beneficiary thereunder with the right of direct enforcement against the Sublicensee (including, for clarity, with respect to the audit rights set forth in Section 2.13 to the extent applicable), and (iii) to the extent with respect to Licensed Patents or SpecCo Licensed Standards, is in writing if the Sublicensee is a Third Party. For clarity, granting a sublicense shall not relieve Licensee of any obligations hereunder and Licensee shall cause each of its Sublicensees to comply, and shall remain responsible for its Sublicensees’ compliance, with the terms hereof applicable to Licensee.

  • Permits and Licenses The Contractor shall observe and comply with all laws, rules, and regulations affecting services under this Agreement. The Contractor shall procure and keep in full force and effect during the term of this Agreement all permits and licenses necessary to accomplish the Work contemplated in this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!