Material License Agreements Sample Clauses

Material License Agreements. The following is a list of material agreements under which Borrower licenses Intellectual Property from third parties. Patent License Agreement dated October 10, 2005 between Hormos and Orion Corporation, and related Restated Transfer Agreement between Hormos and Tess Diagnostics and Pharmaceuticals Inc. dated May 26, 2005. Patent License Agreement dated March 25, 2004 between Hormos and Orion Corporation. Exclusive License Agreement dated May 19, 2003 between Borrower and Ilex Oncology, Inc. (now Genzyme Corporation). Exclusive License Agreement dated February 14, 2005 between Borrower and EndoChem, Inc. and related letter to Borrower from the Regents of the University of California dated February 14, 2005. Exclusive License Agreement dated November 7, 2001 between Borrower and Deltanoid Pharmaceuticals, Inc., as amended and related Agreement between Borrower and Wisconsin Alumni Research Foundation dated November 9, 2001.
Sample 1Sample 2
Material License Agreements. The Credit Parties will notify the Agents promptly regarding (a) failure to comply with the terms of any Material License Agreement, (b) failure to keep each Material License Agreement in full force and effect and (c) any modification or amendment to any Material License Agreement other than royalty rate increases or minimum guaranteed amounts thereunder.
Sample 1Sample 2
Material License Agreements. Each of the Material License Agreements (as defined below) is in full force and effect, and neither the Company nor, to its knowledge, the licensor, is in breach of any Material License Agreement and the Company is aware of no circumstances or grounds that would reasonably be expected to give rise to a claim of material breach or right of rescission, termination, revision, or amendment of any Material License Agreement. True and correct copies of the Material Agreements have been provided to the Purchasers, and no amendment or other modification with respect to such Material Agreements has been entered into by the Company. As used herein, the term “Material License Agreement” shall mean: Exclusive License Agreement dated as of September 28, 2004 by and between Oxis International, a Delaware corporation, and HaptoGuard, as amended on March 22, 2005, as further amended on July 19, 2006, and as further amended on April 2, 2007; and License and Research Agreement dated as of July 12, 2004 by and between BIO-RAP Technologies, Ltd., an Israeli corporation, on its own behalf and on behalf of the Xxxxxxxxx Family Institute for Research in the Medical Sciences, and HaptoGuard, as amended on April 1, 2007.
Sample 1
Material License Agreements. The Credit Parties will (a) comply with the material terms of any Material License Agreement, (b) keep each Material License Agreement in full force and effect during the term of such Material License Agreement unless such Material License Agreement has been replaced by a license agreement that the Borrowers reasonably believe will provide revenues and profitability to the Credit Parties at least equal to that of the Material License Agreement to be terminated and (c) not make any modification or amendment to any Material License Agreement that would materially affect the rights of the Lender under the Loan Documents.
Sample 1
Material License Agreements. 69 7.15 Merger.............................................................................................70 7.16 Further Assurances Regarding Real Estate Collateral................................................70 SECTION 8 NEGATIVE COVENANTS....................................................................................71
Sample 1
Material License Agreements. Each Borrower will, immediately upon becoming aware thereof, notify the Administrative Agent and each of the Lenders in writing of any event which constitutes a default by any Person or any of its Subsidiaries under any Material License Agreement and will immediately forward to the Administrative Agent and each of the Lenders copies of any communication received by such Person from any licensor claiming any irregularity or default under any Material License Agreement. In addition, if either Borrower or any of its Subsidiaries enters into any amendment of any Material License Agreement in any material respect, the Borrowers shall immediately provide the Administrative Agent with copies of such amendment.
Sample 1
Material License Agreements. License Agreement by and between the Borrower and the Regents of the University of California, dated February 10, 2001, as amended.
Sample 1
Material License Agreements. Each of the Material License Agreements (as defined below) is in full force and effect, and neither the Company nor, to its knowledge, the licensor, is in breach of any Material License Agreement and the Company is aware of no circumstances or grounds that would reasonably be expected to give rise to a claim of material breach or right of rescission, termination, revision, or amendment of any Material License Agreement. Subject to obtaining the consent of BIO-RAP, any consent of the licensor required pursuant to any Material License Agreement in connection with the transactions contemplated by this Agreement, the Security Agreement, and the Intellectual Property Security Agreement has been obtained and is in full force and effect. As used herein, the term “Material License Agreement” shall mean: the Exclusive License Agreement dated as of September 28, 2004 by and between Oxis International, a Delaware corporation, and the Company, as amended; the License and Research Agreement dated as of July 12, 2004 by and between BIO-RAP, on its own behalf and on behalf of the Xxxxxxxxx Family Institute for Research in the Medical Sciences, and the Company, as amended (the “BIO-RAP License Agreement”); the License Agreement dated as of February 1, 2009 by and between MicroCoat GmbH and the Company; the Agreement dated as of January 20, 2009 by and among Roche Diagnostics GmbH, X. Xxxxxxxx-Xx Xxxxx Ltd., Xxxxx Diagnostic Operations Inc. and the Company; and the License Agreement dated as of June 15, 2004 by and between BIO-RAP and Associated Regional and University Pathologists, Inc. doing business as ARUP Laboratories, as assigned to the Company pursuant to an Assignment Agreement by and between BIO-RAP and the Company dated as of April 1, 2007.
Sample 1
Material License Agreements. 36 SECTION 6.15 Amendments with Respect to Senior Debt..................36 SECTION 6.16 Leverage Ratio..........................................36 SECTION 6.17 Capitalization Ratio....................................36 SECTION 6.18
Sample 1

Related to Material License Agreements

  • Trial License We grant you a free-of-charge, non-assignable, non-sublicensable, non-exclusive, worldwide right and license for one (1) Authorized User to install and use one (1) copy of the Software solely for internal Non-Production purposes to evaluate the Software to determine whether to purchase a license to the Software. You may not download more than one (1) copy of the Software unless otherwise authorized by us. You may not use the Software for any other purpose. You may only use the Software for thirty (30) days from the Effective Date, unless otherwise authorized by us ("Trial Period"). Unless you pay the applicable fee for the Software, the Software may become inoperable and, in any event, your right to use Software automatically expires at the end of the Trial Period. We may terminate your license to the trial version of the Software upon written notice at any time for any reason and without liability of any kind. If you subsequently license a non-trial version of the Software, your license to the trial version of the Software shall immediately terminate.

  • Governmental Licenses Obtain and maintain all licenses, permits, certifications and approvals of all applicable Governmental Authorities as are required for the conduct of its business as currently conducted and as contemplated by the Loan Documents, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Commercial License For information regarding a commercial license please contact the Faculty of Fisheries and Protection of Waters, University of South Bohemia Ceske Budejovice, Xxxxx 000, 000 00 Xxxx Xxxxx, Xxxxx Xxxxxxxx, tel:

  • Governmental Licenses and Permits (a) Excluding Environmental Permits (which are covered in Section 3.11), each of the Companies holds all material governmental qualifications, registrations, filings, licenses, permits, orders, approvals or authorizations necessary to conduct its respective business and to own or use its respective assets and properties, as such businesses, assets and properties are conducted, owned and used on the date of the Original Stock Purchase Agreement (collectively, the "Material Permits"). (b) All Material Permits are valid and in full force and effect in all material respects. Except as set forth in Schedule 3.10(b) and excluding Environmental Permits (which are covered in Section 3.11), none of the Companies is in default or violation of any of the Material Permits in any material respect. Except as set forth in Schedule 3.10(b), (i) no Material Permit of any of the Companies has been revoked, suspended, non-renewed, terminated or impaired in any material respect, (ii) none of the Companies currently is the subject of any pending or, to the Knowledge of Seller, threatened Action seeking the revocation, suspension, non-renewal, termination, modification or impairment, in any material respect, of any Material Permit, and (iii) to the Knowledge of Seller, there is no existing condition of any of the Companies, nor has any of the Companies received any notice from any Governmental Authority of any fact or condition, which, if left uncured, would result in the revocation, limitation, suspension or non-renewal of any Material Permit, except where such revocation, limitation, suspension or non-renewal, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset. Except as set forth in Schedule 3.10(b), none of the Companies are operating under a Governmental Order or voluntary agreement with any regulatory authorities of any jurisdiction in which it now holds a Material Permit which restricts in any material respect its authority to do the business authorized pursuant to such Material Permit or which would prohibit or materially delay the consummation of the transactions contemplated hereby. Subject to obtaining the consents set forth in Schedule 3.04, none of the Material Permits will be subject to revocation, limitation, suspension, non-renewal, withdrawal, termination or modification as a result of the consummation of the transactions contemplated hereby, except where such revocation, limitation, suspension, non-renewal, withdrawal, termination or modification, individually or in the aggregate, would not reasonably be expected to have a material and adverse effect on any Real Property Asset.

  • Perpetual License Notwithstanding anything else in the Agreement, Licensor grants to Licensee and Participating Institutions a nonexclusive, royalty-free, system-wide perpetual license limited to the territory of Czech Republic to use any Licensed Materials that were subscribed to or for which a perpetual license fee has been paid during the term of this Agreement. Such use shall be in accordance with the provisions of this Agreement, which provisions shall survive any termination of this Agreement. The means by which Licensee and/or Participating Institutions shall have access to such Licensed Materials shall be in a manner and form substantially equivalent to the means by which access is provided under this Agreement. If the Licensor’s means of access is not available, the Licensee and/or Participating Institutions may provide substantially equivalent access to the Licensed Materials by use of an archival copy or by engaging the services of third-party trusted archives (such as Portico) and/or participating in collaborative archiving endeavors to exercise its perpetual use rights.

  • Mechanical License If any selection or musical composition, or any portion thereof, recorded in the New Song hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”. Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Song. For that license, on the United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For license outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.

  • Additional Licenses Customer shall not, and shall not authorize or permit any other person to (i) charge a cover charge or admission fee to the Service Location(s) at the time Video and/or Public View Video (or any part thereof) is being or is to be performed therein; (ii) permit dancing, skating or other similar forms of entertainment or physical activity in conjunction with the performance of Video and/or Public View Video (or any part thereof) unless Customer has obtained all necessary licenses and authorizations from the applicable copyright owners (Customer acknowledges and agrees that it shall be solely responsible for the payment of any charges or fees in connection therewith); or (iii) insert any commercial announcements into Video and/or Public View Video, or interrupt any performance of Video and/or Public View Video for the making of any commercial announcements, except that public address commercial announcements may be made concerning goods or services sold or offered to the public at the Service Location provided that no compensation (whether in money or in any other form) is paid by any person or entity, directly or indirectly, for such announcements unless pursuant to a separate written agreement which permits store-casting or ad- casting. Customer acknowledges and understands Customer may be responsible for additional music licensing or copyright fees for music contained in any or all of the Services, including, but not limited to Video and/or Public View Video.

  • Initial License Fee In partial consideration for the exclusive license granted pursuant to Section 2.1 hereof, Licensee shall pay to Scripps a non-refundable license fee upon execution of this Agreement in the amount of 70,000 shares of Licensee common stock as specified in Exhibit D. The license fee described in this Section is consideration for the grant and continuation of the license hereunder, and Scripps shall have no obligation to return any portion of such license fee, notwithstanding any failure by Licensee to develop any Licensed Product or market any Licensed Product commercially, and notwithstanding the volume of sales of any such Licensed Product.

  • Permits/Licenses Contractor and all Contractor’s employees or agents shall secure and maintain in force such permits and licenses as are required by law in connection with the furnishing of services pursuant to this Contract.

  • 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.