Licensors Obligations. 4.5.1. Grant the Licensee the right to use the intellectual property (the Service) as in the Agreement. Ensure 24/7 availability of the Service, apart from preventive maintenance time.
4.5.2. Keep confidential any information, materials, documents which become available to the Licensee in the course of performance of this Agreement.
4.5.3. Duly publish the official messages (documents) related to the right to use the Service.
Licensors Obligations. The Licensor shall: deliver to the BTA a copy the Works in a format reasonably requested by the BTA on the date of signature of this Deed; inform the Licensor if it becomes aware of any infringement or potential infringement of any of the Works including any activity or proceedings commenced in which the ownership, validity or registration of the Works is called into question; and continue to keep the BTA informed of any action taken pursuant to clause 2.1.2 and shall not settle any such action without the prior written consent of the BTA (not to be unreasonably withheld or delayed).
Licensors Obligations. (a) At Licensee’s request, Licensor shall, at its sole expense, provide to Licensee any information in Licensor's possession or control as to the contents of the Compound or any other information in Licensor's possession or control required by any governmental authorities in any Territory. Licensor shall provide documentation and other information reasonably requested by Licensee in support of Licensee’s application, if any, for USP certification of the Products. Licensee shall be solely responsible for any USP certification application, including the information contained in such application.
(b) Licensor shall be responsible for the proper and lawful acquisition, maintenance, storage and handling of the ingredients and components of the Compound and all Compound-related inventory while in Licensor's possession and control.
(c) Licensor shall manufacture or have manufactured, package, label, supply and deliver the Compound in accordance with the highest standards of the nutritional supplement industry and in strict compliance with (i) all applicable regulatory requirements, and (ii) Licensee’s current “Supplier Shipping & Compliance Guide,” a copy of which is attached as Schedule G. Licensor shall deliver to Licensee all documentation necessary to adequately document the safety, quality and quantity of all ingredients contained therein and the efficacy of the Compound. Such documentation shall also include, without limitation, a Certificate of Analysis which provides qualitative and quantitative confirmation of the active ingredient content of the Compound and the accompanying laboratory results for each and every lot of the Compound. Licensee may rely on the content of the Certificate of Analysis for any purposes. Failure to provide Compound of suitable quality conforming to the Compound’s Specifications or documentation set forth in this Section 8 in support thereof shall be grounds for rejection of the Compound by the Licensee and a material breach of this Agreement which, if not cured within sixty (60) days, shall provide Licensee with the right to terminate this Agreement. The Property shall not infringe upon or misappropriate the intellectual property or other rights of any third party.
(d) Licensor shall materially comply with applicable laws, regulations, rules and orders applicable in the United States, including, without limitation, those of the U.S. Federal Food and Drug Administration (the “FDA”) and those relating to the Dietary Supplements a...
Licensors Obligations. Licensor shall supply the Licensed Subject Matter and personal appearance for the purposes of a press conference at the reasonable request of Licensee to assist in the promotion of the Products. All services will be rendered on mutually agreeable dates and locations. Any additional participation is at the sole discretion of Licensor. Any reasonable transportation expenses incurred at such appearances will be the responsibility of Licensee. Licensee shall further Licensee with sufficient information about the Licensor's schedule to adequately plan its promotions and sales programs. Any and all publicity regarding the Products shall be issued only by Licensee, subject to prior approval by Licensor ,which shall not be unreasonable withheld.
Licensors Obligations. Notwithstanding anything to the contrary in this Agreement, during the applicable Term, subject to Section 3.5, Licensors shall be required to maintain all registrations set forth in Schedule 1 for the Trademarks and all registrations for the Domain Names set forth in Schedule 1 in a manner that will permit Licensees to use the Trademarks and Domain Names as set forth in this Agreement.
Licensors Obligations. Clause 11.1: The parties acknowledge and declare that the responsibility for the use of the software is of means and not of results, and the LICENSOR is obliged to:
Licensors Obligations. Licensor will not bring or prosecute a lawsuit against any third party for infringement of a Licensed Patent without Atossa’s prior written consent. In addition, if Atossa does not institute a lawsuit (including, but not limited to, temporary and permanent injunctive actions) within a reasonable period, but no more than 60 days following Licensor’s written request to do so, Licensor will have the right to institute and prosecute the lawsuit in its own name or jointly with Atossa if required by law. Atossa will fully cooperate with Licensor in the prosecution of any such lawsuit at Licensor’s expense.
Licensors Obligations. Licensor shall supply the Licensed Subject Matter and personal appearance and services of Licensor for television commercials, point of purchase, promotional, and display materials, print media, outdoor and transit advertisements, and at sales meetings, press conferences, dinners, receptions, and similar events at the reasonable request of Licensee to assist in the promotion of the Products. Licensor shall further furnish Licensee with sufficient information about her schedule and performances to adequately plan its promotion and sales program and shall ensure that all services by Licensor are rendered in a professional manner to the best of her abilities and talents. Any and all publicity regarding the Products shall be issued only by Licensee. Licensor may make incidental reference to Licensee or the Products so long as it shall not be the primary purpose of the publicity, provided that Licensor shall not make any mention of Licensee, Licensee's products, or her engagement hereunder in a derogatory manner, nor may Licensor disclose any trade secrets or confidential information (including without limitation the terms of this Agreement).
Licensors Obligations. (a) Licensor is not, and shall not be, obligated to, but may, engage in any way or to any extent in (i) any marketing or promotional activities relating to the Products or (ii) making any representation or statement to investors or prospective investors in connection with the marketing or promotion of the Products by Licensee.
(b) Licensor agrees to provide reasonable support for Licensee's development and educational efforts with respect to the Products as follows:
(i) Licensor shall respond in a timely fashion to any reasonable requests from Licensee for information regarding the Indexes;
(ii) Licensor or its agent shall, or shall arrange for a third party vendor to, calculate and disseminate the value of the Indexes in accordance with Licensor's current procedures, which procedures may be modified by Licensor in its sole discretion at any time; and
(iii) Licensor shall promptly correct, or instruct its agent to correct, any material mathematical errors made in Licensor's computations of the Indexes which are brought to Licensor's attention by Licensee; provided that nothing in this Section 5 shall give Licensee the right to exercise any judgment or require any changes with respect to Licensor's method of composing, calculating or determining the Indexes; provided, further, that nothing in this Section 5 shall be deemed to modify the provisions of Section 9.
Licensors Obligations. Licensor will consult with Atossa regarding the preparation, filing, prosecution, and maintenance of the Licensed Patents. Licensor will not prepare, file, prosecute, or maintain the Licensed Patents without Atossa’s prior written consent. Licensor will have the right to prepare, file, prosecute, and maintain, in its own name and at its own expense, the Licensed Patents in any country where Atossa fails or declines to prosecute or maintain those rights. Licensor may exercise this right only if it notifies Atossa of its intent in writing and Atossa does not proceed to prosecute or maintain those rights within 60 days after the notice. Licensor will keep Atossa reasonably informed regarding Licensor’s prosecution and maintenance of the Licensed Patents in accordance with this Section (e.g., status of patent filings and registrations).
