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 *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. UCYCLYD / HYPERION ASSET PURCHASE AGREEMENT Buyer prior to submission to the FDA, which approval shall not be unreasonably withheld or delayed.
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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:
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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:
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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. (i) Category-1
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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.

  • Licenses, etc any license, authorisation, consent or approval at any time necessary to enable any Security Party to comply with its obligations under the Security Documents or the Underlying Documents is revoked or withheld or modified or is otherwise not granted or fails to remain in full force and effect or if any exchange control or other law or regulation shall exist which would make any transaction under the Security Documents or the Underlying Documents or the continuation thereof, unlawful or would prevent the performance by any Security Party of any term of any of the Security Documents or the Underlying Documents; or

  • 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.

  • 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. END OF EXHIBIT EXHIBIT C SPECIAL PROVISIONS FOR SLEEPING ROOMS

  • 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.

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