Licenses and Other Rights. To Seller's knowledge, Seller has all ------------------------- permits, licenses and similar authority from governmental authorities necessary for the conduct of the Business as presently conducted. To Seller's knowledge, Seller is not in default under any of such permits, licenses or other similar authority.
Licenses and Other Rights. (i) Upon termination of this Agreement, whether in its entirety or for a particular Selected LNA Compound or Product, by Enzon pursuant to Section 10.2 or by Santaris pursuant to Section 10.3, all licenses with respect to the applicable Selected LNA Compound or Product to Enzon under Section 2.1 shall terminate, and Enzon shall (without charge, other than reimbursement of out-of-pocket expenses):
(A) as soon as reasonably practicable after such termination, upon Santaris’s request:
(x) assign to Santaris all of Enzon’s right, title and interest in and to any agreements between Enzon and Third Parties that are freely assignable by Enzon, subject to assumption by Santaris of all obligations accruing thereunder thereafter, and that relate solely to the Development or manufacture of the terminated Selected LNA Compound or Product (or, if not relating solely to the terminated Selected LNA Compound or Product, shall cooperate with Santaris to otherwise provide the benefit of such agreement); to the extent that any such agreement is not freely assignable by Enzon, then such agreement will not be assigned, and upon the request of Santaris, Enzon will cooperate in good faith and use Diligent Efforts (which shall not include the obligation to pay money or commence litigation) to allow Santaris to obtain a license or other right to the extent Enzon has the right and ability to do so;
(y) if Enzon has, as of the effective date of termination, filed an MAA for the terminated Product in the United States, grant Santaris a license to any Product Trademarks, for such Product including any registrations and design patents for such Product and any Internet domain name registrations for such trademarks and slogans, all to the extent they relate to such Product; and
(z) assign all of Enzon’s right, title and interest in and to any Development Data, Regulatory Filings, Regulatory Approvals and LNA Compound Patents (or, if any such Development Data, Regulatory Filings, Regulatory Approvals and LNA Compound Patent relates to other Selected LNA Compounds or Products then being Developed or Commercialized by Enzon and not subject to such termination, Enzon agrees to grant, and hereby grants, Santaris the exclusive, perpetual, royalty-free license (with right to sublicense) under such Development Data, Regulatory Filings, Regulatory Approvals and LNA Compound Patents to develop, manufacture and commercialize all products, other than such Selected LNA Compounds or Products then bein...
Licenses and Other Rights. Borrower and Servicer shall keep each license affecting any Collateral or any other material Property of Borrower and Servicer each in full force and effect; promptly notify Agent of any proposed modification to any such license, or entry into any new license, in each case at least 30 days prior to its effective date; pay all Royalties when due; notify Agent of any default or breach asserted by any Person to have occurred under any license; preserve and maintain its legal existence, authorities to transact business, rights and franchises, trade names, patents, trademarks, and permit necessary to the proper conduct of its business; and, except as could not reasonably be expected to have a Material Adverse Effect, remain in good standing and qualified to transact business as a foreign entity in any state or other jurisdiction in which it is required to be qualified to transact business as a foreign entity.
Licenses and Other Rights. The license and other rights granted by ABX to AZ under Section 4.1 with respect to such Collaboration Antigen(s) shall continue without the obligations and restrictions on AZ under Articles 2, 3, the last two sentences of Section 4.1, Section 4.12.1, Article 5 and Article 6, provided that the milestone and royalties payable to ABX with respect to such Collaboration Antigen(s) shall be governed by Section 16.8.2(a)(ii). The licenses granted by ABX to AZ under Sections 4.2, 4.3 and 4.4 with respect to such Collaboration Antigen(s) shall terminate to the extent covered by the license grant in Section 4.1. ABX (or its successor) shall assign, and shall cause its Affiliates, licensees and sublicensees to so assign, to AZ, without additional compensation, all of their right, title and interest in and to any Collaboration Technology with respect to such Collaboration Antigen(s) (together with all Patent Rights and other intellectual property rights therein); provided, however, if and only to the extent ABX or any of its Affiliates is not legally able to assign an Antibody that binds to and is directed against such Collaboration Antigen that was Controlled by ABX as of the date such Collaboration Antigen was designated as such, such Person shall, and does hereby, grant to AZ, without further compensation to ABX, a perpetual, irrevocable, exclusive, worldwide right and license under the applicable Collaboration Know-How Rights and Collaboration Patent Rights to Exploit such Antibody. All licenses and similar rights granted by AZ to ABX with respect to such Collaboration Antigen(s) shall terminate, including ABX’s rights to such Collaboration Antigen(s) as Discontinued Antigen(s) or Failed Antigen(s) and ABX’s right and, except as otherwise provided in Article 5 with respect to a Program Budget accepted by AZ pursuant to Section 5.3.2, obligation to perform the Development Program with respect to a Collaboration Antigen if the Research Program for such Collaboration Antigen is terminated, provided that, except with respect to a termination of a Process Development Program with respect to a Collaboration Antigen pursuant to Section 16.2 or 16.3.1, the Parties’ rights and obligations under Article 7 with respect to Research Antibodies, Candidate Drugs and Licensed Products that bind to and are directed against such Collaboration Antigen shall continue in full force and effect. Notwithstanding the foregoing, for the avoidance of doubt, the license and other rights gra...
Licenses and Other Rights. Keep each material license affecting any Collateral or any other material Property of Obligors and Subsidiaries in full force and effect; promptly notify Agent of any proposed modification to any such license, or entry into any new license granted to an Obligor (other than shrinkwrap software licenses), in each case at least 30 days prior to its effective date; pay all Royalties under material licenses granted to an Obligor when due; notify Agent of any default or breach asserted by any Person to have occurred under any such license; preserve and maintain its legal existence, authorities to transact business, rights and franchises, trade names, patents, trademarks, and permit necessary to the proper conduct of its business; and, except as could not reasonably be expected to have a Material Adverse Effect, remain in good standing and qualified to transact business as a foreign entity in any state or other jurisdiction in which it is required to be qualified to transact business as a foreign entity.
Licenses and Other Rights. The Company and its subsidiaries possess such valid and current certificates, authorizations or permits required by state, federal or foreign regulatory agencies or bodies to conduct their respective businesses as currently conducted (“Permits”), except where the failure to so possess would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under, any of the Permits or has received any notice of proceedings relating to the revocation or suspension of, or non-compliance with, any such certificate, authorization or permit, except where any such violation or default would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Licenses and Other Rights. (i) Upon termination of this Agreement, whether in its entirety or for a particular Selected LNA Compound or Product, by Enzon pursuant to Section 10.2 or by Santaris pursuant to Section 10.3, all licenses with respect to the applicable Selected LNA Compound or Product to Enzon under Section 2.1 shall terminate, and Enzon shall (without charge, other than reimbursement of out-of-pocket expenses):
(A) as soon as reasonably practicable after such termination, upon Santaris’s request:
Licenses and Other Rights. Compliance with Laws.
(i) Each of Idenix U.S., Idenix Cayman and their respective Subsidiaries has all licenses, permits, franchises, Consents, concessions, registrations or similar rights and other authorizations of Governmental Entities (collectively, "Permits"), required to own and lease its properties and assets and to conduct its business as now conducted, except for such Permits the failure of which to obtain would not reasonably be expected to result in a Company Material Adverse Effect.
Licenses and Other Rights. (a) Subject to the terms and conditions of this Agreement, Shire hereby grants, or shall cause its Affiliates to grant, to Duramed the following licenses (collectively, the “Licenses”):
(i) a worldwide, irrevocable, perpetual, fully-paid, exclusive (even as to Shire) right and license, with the right to sublicense under the Licensed Patents, to use, market, have marketed, offer for sale, import for sale, sell and have sold Products in the Territory;
(ii) an irrevocable, fully-paid, perpetual, exclusive (even as to Shire) right and license under the Product Trade Dress solely to the extent necessary for Duramed to distribute, market and sell the Product in the Territory.
(b) With respect to this Agreement, any Intellectual Property or other rights of Shire not expressly granted to Duramed under the provisions of this Agreement shall be retained by Shire, including the right to conduct such studies and clinical trials within and without the Territory as may be necessary or useful for Shire to obtain Regulatory Approvals solely for the purpose of selling products other than Product.
Licenses and Other Rights. The Borrower owns, or has the full ------------------------- right to license without the consent of any other Person, all licenses, trademarks, trade names, trade secrets, service marks, copyrights and all rights with respect thereto, which are required to conduct its businesses as now conducted.
