Licenses Granted to Seller Sample Clauses

Licenses Granted to Seller. (a) License Until the Closing Date. Beginning on the date hereof and ending on the earlier of the Closing Date or the termination of this Agreement pursuant to Article X, Purchaser shall grant to Seller an irrevocable, non-exclusive, non-transferable, worldwide license under the Xxxxx Intellectual Property to make, use, sell, offer for sale, import and export OpenBiome FMT Products solely for: (i) the treatment of rCDI in the United States under enforcement discretion; and (ii) subject to Section 7.11, Clinical Research and Studies in all fields other than the Restricted Fields, provided that, for purposes of the license under this clause (ii) “OpenBiome FMT Product” shall not include Enriched Products. For clarity, Purchaser shall retain all right, title and interest in and to such Xxxxx Intellectual Property that is the subject of the foregoing license, and Seller shall and hereby does assign to Purchaser all right, title and interest in and to any improvements (whether or not patentable) to such Xxxxx Intellectual Property discovered, conceived, first reduced to practice or otherwise made by Seller.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Licenses Granted to Seller

  • Representations and Warranties of Grantee The Grantee represents and warrants to the Company that:

  • Representations and Warranties of Optionee Optionee hereby represents and warrants that:

  • No Implied Licenses; Negative Covenant Except as set forth in this Agreement, neither Party shall acquire any license or other intellectual property interest, by implication or otherwise, under or to any Patents, Know-How or other intellectual property owned or controlled by the other Party. Neither Party shall, nor shall it permit any of its Affiliates or sublicensees to, practice any Patents or Know-How licensed to it by the other Party outside the scope of the licenses granted to it under this Agreement.

  • Representations and Warranties of Consultant Consultant warrants to The Company that:

  • Possession of Licenses and Permits The Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

  • Possession of Franchises, Licenses, Etc Each of Borrower and its Subsidiaries possesses all franchises, certificates, licenses, permits and other authorizations from governmental political subdivisions or regulatory authorities, free from burdensome restrictions, that are necessary in any material respect for the ownership, maintenance and operation of its properties and assets, and neither Borrower nor any of its Subsidiaries is in violation of any thereof in any material respect.

  • Termination of Licenses In the event of a termination of this Agreement by COMPANY pursuant to Article 9.2. 9.3 or 9.4 or by SELEXIS pursuant to Article 9.2 or 9.3, all and any rights and licenses granted under this Agreement shall terminate upon termination of this Agreement, except for the licenses which have become perpetual pursuant to Article 3.1.3.

  • Representations and Warranties of Stockholder Stockholder hereby represents and warrants to Parent as follows:

  • Representations and Warranties of Stockholders Each Stockholder, as to itself (severally and not jointly), hereby represents and warrants to Parent as follows:

  • Information and Inspection Rights The Company shall permit, and shall cause each of its Subsidiaries to permit, the Purchaser, its representatives or any independent auditor or legal counsel appointed by the Purchaser, during normal business hours following reasonable notice by the Purchaser to the Company, to (i) visit and inspect any of the properties of the Company or any of its Subsidiaries, (ii) examine the books of account and records of the Company or any of its Subsidiaries, and (iii) discuss the affairs, finances and accounts of the Company or any of its Subsidiaries with the directors, officers, and management employees of the Company or any of its Subsidiaries.

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