Licenses to Seller Sample Clauses

Licenses to Seller. Effective as of the Closing and subject to the provisions hereof Purchaser and its Subsidiaries hereby grant, and agree to grant, to the Seller and the Seller Subsidiaries a worldwide, irrevocable, perpetual, non-exclusive, fully paid-up, transferable and sublicensable (subject to Section 5.22(c)) license in, to and under all Intellectual Property Rights in the Acquired Intellectual Property practiced, used or exploited by, or absent a license thereto or ownership thereof, would be infringed by, the businesses of Seller or the Seller Subsidiaries as of the Closing Date, in connection with the current and future operation of such businesses of Seller or the Seller Subsidiaries.
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Licenses to Seller. (a) Buyer hereby grants Seller and its Affiliates the option to purchase the right to use and reference, for the development, marketing approval and commercialization of any product to treat [***] (and/or those other indication(s) requested by Seller and/or its Affiliates and approved by Buyer as provided below), any and all data developed or controlled by Buyer and its Affiliates as of the Signing Date with respect to Product or any other Active Moiety Product (“Buyer Product Data”). For clarity, the foregoing is not intended to grant Seller or its Affiliates any rights to develop or commercialize Product. The option will be exercisable in writing any time after the Signing Date and until the end of the Marketed Products Pre-Closing Period. Prior to exercising such option (and prior to the end of the Marketed Products Pre-Closing Period) and for the purpose of determining whether referencing the Buyer Product Data in connection with such product will be acceptable to the FDA, Seller shall be permitted to disclose to the FDA, as part of [***] for a product covered by this subsection (a), a summary of [***], which summary will have a level of detail sufficient to permit FDA to determine whether Seller may use the Buyer Product Data in connection with such product. At Seller’s reasonable request, Buyer shall cooperate with Seller to prepare such summary (including providing any additional detail that may be requested by FDA prior to or following [***] to enable FDA to determine whether Seller may use the Buyer Product Data in connection with such product), and in any event the final content of any such summary shall be subject to the written approval of Buyer prior to submission to the FDA, which approval shall not be unreasonably withheld or delayed. (b) If Seller or an Affiliate exercises the option set forth in subsection (a) above, Buyer hereby grants Seller and its Affiliates , subject to the terms and conditions of this Agreement, a non-exclusive, sublicenseable (through multiple tiers), [***], perpetual, worldwide license, under any intellectual property rights (i) owned by Buyer, or (ii) in-licensed by Buyer to the extent licensable to Seller and its Affiliates, to develop, have developed, make, have made, sell, have sold, offer to sell, import, use, have used, practice and have practiced one or more Active Moiety Product (other than Product), anywhere in the world, solely for the treatment of [***]. For the avoidance of doubt, no rights are granted ...
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Licenses to Seller. Section 5.15(b) of the Seller Letter sets forth all Seller Intellectual Property Rights licensed to Predictive or GI by other Persons that are used by or on behalf of Predictive or GI in performance of the Business as it has been conducted immediately prior to the Closing Date. The Seller Intellectual Property Rights licensed to Predictive or GI by other Persons are licensed pursuant to agreements that are freely assignable or otherwise transferable to Buyer in connection with the sale of Assets contemplated under this Agreement (except as set forth in Section 5.03). Neither Predictive nor, to the Knowledge of Predictive or GI, any other party to any such agreement is in default or breach in any material respect under the terms of any such agreements and no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any material event of default thereunder.
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Licenses to Seller. (a) Subject to Section 11.1(b), effective as of the Closing, for the respective terms set forth in Section 6.8, Buyer and its Subsidiaries hereby grant to Seller and its Affiliates, and Seller and its Affiliates shall retain, a worldwide, irrevocable, non-exclusive, fully paid-up, royalty-free, non-transferable (except as provided in Section 6.5), license: (i) under such rights as Buyer and its Subsidiaries have acquired under this Agreement in the Licensed Back Patents, (i) to make, have made, import, use, offer to sell, sell (or otherwise dispose of) any products of Seller or its Subsidiaries, and (ii) to practice any method, process or procedure claimed in any of the Licensed Back Patents in connection with Seller’s business; and (ii) under the Transferred Copyrights in any Software included in the Transferred Technology (i) to internally modify and create derivative works of the Source Code and (ii) to use, copy, distribute (including by way of sublicense), perform, and otherwise exploit such Software in Object Code form (including Object Code resulting from the compilation of the Source Code in accordance with the license set forth in (i)), in connection with the sale, distribution, and manufacture of Seller’s or its Subsidiaries’ products, subject to the restrictions with respect to Business Confidential Information set forth in Section 8.5. (b) Notwithstanding the foregoing, neither Seller nor its Affiliates shall: (i) for a period of three (3) years following the Closing Date, exercise the license granted to them in Section 6.4(a)(i) in a manner that would be in breach of the restrictions set forth in Section 11.1(b), regardless of whether the time period during which such restrictions are in effect is reduced in accordance with Section 11.1(c); and (ii) during the time period during which the restrictions set forth in Section 11.1(b) are in effect (taking into account any reduction in such time period in accordance with Section 11.1(c)), exercise the licenses granted to them in Section 6.4(a)(ii) in a manner that would be in breach of the restrictions set forth in Section 11.1(b).
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Licenses to Seller. Subject to Section 1.11 and the restrictions of Section 10.1, effective as of immediately after the Closing, and for the respective terms set forth in Section 4.7, the Buyer Entities hereby grant to Seller, Seller Parent and each of their Affiliates, and Seller, Seller Parent and each of their Affiliates will retain, a worldwide, irrevocable, non-exclusive, fully paid-up, royalty-free and non-transferable (except as provided in Section 4.4) license: (a) under the Licensed-Back Patents, to (i) make, have made, import, use, offer to sell, sell (or otherwise dispose of) any products and services in connection with the operation of their businesses; and (ii) practice any method, process or procedure claimed in any of the Licensed-Back Patents in connection with the operation their businesses; and (b) under the Licensed-Back IPR, to use, copy, distribute, disclose, make, modify, improve, display, sublicense and otherwise exploit in any manner any Transferred Technology.
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Licenses to Seller. Effective as of the Closing and subject to the provisions of this Section 5.12, for the respective terms set forth in Section 5.12(f), Purchaser and its Affiliates hereby grant to Seller and its Affiliates a worldwide, irrevocable, nonexclusive, fully paid-up and royalty-free license: (i) under the Purchaser Licensed Patents, to (A) develop, make, have made, import, use, offer to sell, sell (or otherwise dispose of) and make improvements to any of Seller’s or its Affiliates’ products and services and (B) practice any method, process or procedure claimed in any of the Purchaser Licensed Patents, in each case of clauses (A) and (B) in the Retained Field or extensions or natural evolutions thereof; and (ii) under the Purchaser Licensed IP, to use, develop, reproduce, distribute, disclose, make, modify, improve, display and perform (publicly and otherwise, subject to any applicable confidentiality restrictions), create derivative works of and otherwise exploit in any manner any product, service or Technology.
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Licenses to Seller 
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Related to Licenses to Seller

  • 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.

  • State Business Licenses The Servicer or the Certificateholder shall prepare and instruct the Trust to file each state business license (and any renewal thereof) required to be filed under applicable state law without further consent or instruction from the Instructing Party (as defined in the Trust Agreement), including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation.

  • Licenses, etc The Borrower has obtained and does hold in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditation, easements, rights of way and other consents and approvals which are necessary for the operation of its businesses as presently conducted, the absence of which is likely to have a Material Adverse Effect.

  • Corporate Power Licenses Consents i. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, the Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the Disclosure Package and the Prospectus. ii. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Common Stock, and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

  • 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.

  • 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.

  • 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.

  • Inbound Licenses Except as disclosed on the Schedule, Borrower is not a party to, nor is bound by, any license or other agreement that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property.

  • Licenses Awarded Vendor shall maintain, in current status, all federal, state and local licenses, bonds and permits required for the operation of the business conducted by awarded Vendor. Awarded Vendor shall remain reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the Agreement. TIPS and TIPS Members reserves the right to stop work and/or cancel an order or terminate this or any other sales Agreement of any awarded Vendor whose license(s) required for performance under this Agreement have expired, lapsed, are suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation.

  • Licenses; Permits (a) The WPZ Group Entities have all licenses, franchises, tariffs, grants, easements, variances, exceptions, permits and authorizations (other than environmental permits) issued or granted by Governmental Entities that are necessary for the conduct of their respective businesses as now being conducted or have obtained valid waivers therefrom (collectively, “Permits”), except where the failure to obtain such Permit would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (b) All Permits are validly held by the WPZ Group Entities and are in full force and effect, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (c) The WPZ Group Entities have complied with all terms and conditions of the Permits, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. No suspension or cancellation of any Permit is pending or, to the Knowledge of the WPZ Parties, threatened, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (d) The Permits will not be subject to suspension, modification, revocation or non-renewal as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except, in each case, as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (e) No Proceeding is pending or, to the Knowledge of the WPZ Parties, threatened with respect to any alleged failure by the WPZ Group Entities to have any material Permit necessary for the operation of any asset or the conduct of their businesses or to be in compliance therewith.

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