Licensor Covenants. Licensor shall:
(a) Continue to conduct research and development efforts in connection with the Pharmaceutical Business within Israel and assist Licensee (at its request) with such research and development worldwide;
(b) provide to Licensee and its Affiliates training and assistance with research and development in connection with Licensee’s Pharmaceutical Business (the “Training Services”). In this connection, Licensor shall use a reasonable degree of care ordinarily provided consistent with good industry practices, at no lower standard than Licensor provides for itself, relating to training of the Licensee’s the staff and employees of Licensee, to the extent required or requested by Licensee;
(c) assist Licensee with design and establishment of operations in connection with the cultivation and production of Cannabis extracts for Pharmaceutical Products (collectively, “Design and Operations Services”). In this connection, Licensor shall use a reasonable degree of care ordinarily provided consistent with good industry practices, at no lower standard than Licensor provides for itself in connection with the design, establishment and operation of Licensor’s Cannabis Business, and in any event in a manner and to the extent sufficient to comply with Applicable Law;
(d) assist Licensee in connection with conducting Clinical Trials and provide all related Clinical Trials Services. In this connection, Licensor shall use a reasonable degree of care, ordinarily provided consistent with good industry practices, at no lower standard than Licensor provides for itself in connection with its own clinical trials in Israel related to Cannabis Products, including extracts, and in any event in a manner and to the extent sufficient to comply with Applicable Law; and
(e) devote and pay not less than an aggregate of Three Hundred Seventy-Five Thousand U.S. Dollars ($375,000) to further develop and enhance the Licensor IP, including in connection with (i) patent prosecution, (ii) purchasing of equipment, and (iii) by funding up to Two Hundred Fifty Thousand U.S. Dollars ($250,000) in connection with the Clinical Trials, in amounts equal to funding therefor provided by Licensee and its Affiliates. In addition, Licensee, together with its Affiliates, the Pharmaceutical Affiliate and TO LLC, or such other Affiliates of Licensee as Licensee may determine, shall pay the aggregate remaining costs in connection with such Clinical Trials, if any. The obligations of Licensee and its Affi...
Licensor Covenants. Licensor covenants to Company that:
(i) Licensor shall fulfill all of its obligations, including but not limited to its payment obligations, under any Third Party License Agreement; and
(ii) Licensor shall not amend or waive, or take any action or omit to taking any action that would alter, any of Licensor’s rights under any Third Party License Agreement in any manner that adversely affects, or would reasonably be expected to adversely affect, Company’s rights and benefits under this Agreement. Licensor shall promptly notify Company of any default under, termination or amendment of, Third Party License Agreement.
Licensor Covenants. 8.3.1 The Licensor shall not execute or otherwise permit any amendment or modification of, or waiver of any provision of, the Xxxxxx License Agreement without the prior written consent of Alzheon. The Licensor shall take all actions reasonably necessary to enforce and maintain its rights under the Xxxxxx License Agreement. The Licensor shall not make any election or exercise any right or option (or omit to take any action) which would terminate or relinquish in whole or in part any right under the Xxxxxx License Agreement. The Licensor shall comply with all of its obligations under the Xxxxxx License Agreement, including by paying all amounts due to Xxxxxx thereunder. The Licensor shall take such actions as shall be necessary to keep in full force and effect the Xxxxxx License [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Licensor Covenants. (a) Licensor covenants and represents that it has good and marketable title to the said premise, free and clear of all liens, claims, mortgages or deeds of trust affecting the Licensee’s possession of the licensed Mart cum Office Space, Licensee’s use of the premises, or the rights granted to the Licensee hereunder.
(b) Licensor covenants and represents that it has full and complete authority to enter into a license agreement under all terms, conditions and provisions set forth in the agreement, and so long as the Licensee keeps and substantially performs each and every term, provision and condition contained in the agreement, the Licensee shall peacefully and quietly enjoy the premises without hindrance or disturbance by Licensor or by any other person(s) claiming by, through or under or in trust for Licensor.
(c) On paying the License Fee, Licensee hereby reserved and observing & performing the several covenants and stipulations on its part and the conditions herein contained, shall peacefully hold and enjoy the Licensed Space throughout the said term without any interruptions by the Licensor or by any person claiming by, through, under or in trust for Licensor.
(d) Licensor shall provide, if required for seeking any permission pertaining to commercial activities from any Government Agency, necessary documents pertaining to Licensor properties.
Licensor Covenants. (a) the use and access by the Licensee of the POP Space shall be unencumbered;
(b) to observe and perform all of its obligations set forth herein;
(c) to operate, repair and maintain the Building and Building systems and the Lands in a safe and proper operating condition and in accordance with accepted building industry standards;
(d) to not enter the POP Space unaccompanied by a representative of the Licensee except in the case of a Real or Apprehended Emergency;
(e) that any consent or approval of the Licensor pursuant to the terms of this License shall not be unreasonably withheld, conditioned or delayed;
Licensor Covenants. (a) the use and access by the Licensee of the POP Space shall be unencumbered;
(b) to observe and perform all of its obligations set forth herein;
(c) to operate, repair and maintain the Building and Building systems and the Lands in a safe and proper operating condition and in accordance with accepted building industry standards;
(d) to not enter the POP Space unaccompanied by a representative of the Licensee except in the case of an emergency;
(e) that any consent or approval of the Licensor pursuant to the terms of this License shall not be unreasonably withheld, conditioned or delayed;
(f) to cooperate with the Licensee in obtaining all necessary consents, permits and authorizations as may be required by any federal, provincial and municipal or other governmental authority having jurisdiction over the Licensee's construction, installation, connection, testing, operation, maintenance, repair, modification, disconnection, replacement and removal of the Licensee Equipment, and the provision of the Licensee Services. To this end, the Licensor will, without restricting the generality of the foregoing, execute, in a timely fashion, all necessary authorizations to enable the Licensee to obtain building permits, plans, drawings, site plan approvals and zoning and bylaw amendments and variances, and other similar matters and to obtain the release of any information with respect to the POP Space, Building or Lands from any person; and
(g) to abide by all Applicable Laws.
Licensor Covenants. (i) Licensor covenants and agrees to take all actions (or, as applicable, refrain from taking such actions) within its control that are necessary in order to enable Licensee to satisfy its obligations to PM under PM License to the extent that it is commercially impractical for Licensee and/or KBIG to satisfy those obligations themselves. Notwithstanding the foregoing provision of this Section 5(c)(i) to the contrary, if Licensor’s performance of any obligation pursuant to this covenant requires substantial additional time or capital commitments outside of Licensor’s ordinary course of business (including, but not limited to, additional staffing, and materials and equipment), Licensor may reasonably condition its performance of such obligation on Licensee’s agreement to reimburse Licensor for fifty percent (50.0%) of the cost of such additional commitments as an operating expense from the income of Licensee (and not as part of Adjusted Royalty Payments), which if approved by Licensee (such approval not to be unreasonably withheld, conditioned, or delayed), shall be timely paid pursuant to the terms of such agreement (and, in any event, within thirty (30) days after Licensee receives reasonable documentation evidencing such operating expenses).
(ii) Licensor shall promptly notify the Licensee in writing of: (A) any infringement claim or challenge to the Licensed IP or the KBI Branding of which Licensor becomes aware; or (B) any claim or lawsuit of which Licensor becomes aware that would affect or reasonably affect the Licensed IP or the KBI Branding.
(iii) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall require Licensor to disclose [***] or any material information relating thereto in any manner, except in the manner required by clause 3.3 of the PM License.
(iv) Licensor shall not be obligated under Sections 5(c)(i) during any period of time when Licensee is in material breach of its obligations set forth in Section 4 or that Section 5(c)(i) after receipt of written notice from Licensor and fifteen (15) days’ opportunity to cure.
(v) Licensor covenants and agrees to take all actions necessary to facilitate [***] for use permitted by the PM License, either to PM or to PM’s designated manufacturers, in the manner required by clause 3.5 of the PM License; provided, however, that in no event shall Licensor be required to [***] except where otherwise required by Section 5(c)(iii).
(vi) Licensor covenants and ...
Licensor Covenants. Licensor covenants to Company that:
9.3.1 Licensor shall fulfill all of its obligations in all material aspects, including but not limited to its payment obligations, under any Third Party Agreement set forth in Schedule 9.2.13 except milestone and/or royalty obligations due to Development and Commercialization of Licensed Technology in the Territory to Third Parties that may arise from preexisting agreements set forth in Schedule 9.2.13;
9.3.2 Licensor shall cause the sublicense of technology in the Territory to the Company within 3 months after the Effective Date of this Agreement as to the following preexisting license agreements;
9.3.3 Licensor shall not amend or waive, or take any action or omit to taking any action that would alter, any of Licensor’s rights under any Third Party License Agreement in any manner that adversely affects, or would reasonably be expected to adversely affect, Company’s rights and benefits under this Agreement. Licensor shall promptly notify Company of any default under, termination or amendment of, Third Party License Agreement.
Licensor Covenants. Licensor covenants to Company that:
(a) Licensor shall fulfill all of its obligations, including but not limited to its payment obligations, under each Existing Third Party Agreement that related to periods prior to the assignment of such Existing Third Party Agreement to Company;
(b) Licensor shall fulfill all of its obligations, including but not limited to its payment obligations, under any Third Party License Agreement;
(c) Licensor shall not amend or waive, or take any action or omit to taking any action that would alter, any of Licensor’s rights under any Third Party License Agreement in any manner that adversely affects, or would reasonably be expected to adversely affect, Company’s rights and benefits under this Agreement. Licensor shall promptly notify Company of any default under, termination or amendment of, any Third Party License Agreement; and
(d) without limiting Section 2.4, with respect to each Existing Third Party Agreement, until such time as such Existing Third Party Agreement has been assigned to, and assumed by, Company, (i) Licensor shall not amend or terminate such Existing Third Party Agreement, or waive, or take any action or omit to take any action that would alter, any of Licensor’s rights under any Existing Third Party Agreement, and (ii) Licensor shall promptly notify Company of any default under, or termination or amendment of, any Existing Third Party Agreement. In the case of any default by Licensor under an Existing Third Party Agreement, Licensor shall provide Company a reasonable opportunity to cure such default.
Licensor Covenants. Licensor hereby agrees as follows: There shall be no fee due from Licensee for the grant of the License. Licensor shall maintain utility services to the License Area at no cost to Licensee. Licensor shall continue to provide reasonable security at the License Area in accordance with Licensor’s prior practice.
