McDonald License Sample Clauses

McDonald License. STPI acknowledges that the certain of the rights granted hereunder are rights which DOR has received through the Exclusive License Agreement dated as of November 24, 1998 (the “MCDONALD LICENSE”) by and between Xxxxxx XxXxxxxx (“XXXXXXXX”) and ENTERON, a copy of which is attached hereto as Appendix E, and which contains certain terms and conditions set forth therein. Without limiting the foregoing, STPI expressly acknowledges the reservation of rights of MCDONALD set forth in Sections 2B(vi) and (vii). STPI further acknowledges and agrees that any information provided herein to DOR by STPI hereunder may be included in one or more development reports made to MCDONALD pursuant to Section 3A of the MCDONALD LICENSE. STPI further acknowledges that all representations and warranties made in this AGREEMENT are made by DOR and not MCDONALD, who has specifically disclaimed representations as set forth in Section 4D of the MCDONALD LICENSE. STPI agrees to reasonably cooperate with DOR to enable DOR to fulfill its obligations under Section 5 of the MCDONALD LICENSE. Neither STPI nor any distributor of STPI shall use the trade names or marks of MCDONALD (including any contraction, abbreviation or simulation of the foregoing) in connection with the COMMERCIALIZATION of any PRODUCT except where required by law. STPI agrees that it shall not enter into any discussions or communications with MCDONALD, directly or indirectly, during the term of this AGREEMENT regarding any license or transaction under this AGREEMENT, except in respect of COMMERCIALIZATION of the PRODUCT. STPI shall not intentionally take any action or omit to take any action which would cause DOR to be in default under the MCDONALD LICENSE. Notwithstanding anything to the contrary contained in this AGREEMENT, during the term of this AGREEMENT, (i) DOR shall provide STPI with copies of any notices provided by DOR to MCDONALD which relate to any claim or action by DOR to terminate the MCDONALD LICENSE and (ii) DOR shall not terminate the MCDONALD LICENSE pursuant to Section 6E of the MCDONALD LICENSE, as such Section may be amended. The parties agree that irreparable damage would occur in the event the obligations set forth in the preceding sentence were not performed in accordance with the terms thereof and that STPI shall be entitled to specific performance of the terms thereof in addition to any other remedy at law or in equity, including monetary damages, that may be available to it. The COMPANY agrees ...
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Related to McDonald License

  • Third Party License Pursuant to 15 U.S.C. § 3710a(b)(1)(B), if PHS grants Collaborator an exclusive license to a CRADA Subject Invention made solely by an ICD employee or jointly with a Collaborator employee, the Government will retain the right to require Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the CRADA Subject Invention in Collaborator’s licensed field of use on terms that are reasonable under the circumstances; or, if Collaborator fails to grant a license, to grant a license itself. The exercise of these rights by the Government will only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Collaborator; or (iii) Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. § 3710a(c)(4)(B). The determination made by the Government under this Paragraph is subject to administrative appeal and judicial review under 35 U.S.C. § 203(2).

  • Patent License Licensor hereby grants to Licensee an exclusive, royalty-bearing, non-transferable license under the Licensed Patents to make, offer to sell, sell and export Licensed Products within the Field of Use and subject to the Field of Use Restrictions. This license shall not include the right to grant sublicenses.

  • Trademark License (a) Reuters and TSI acknowledge that Reuters has, pursuant to the Existing License Agreement, assigned to TSI all of its (and TFT’s) right, title and interest in and to the Transferred TIB-Related Marks and all goodwill associated therewith. Reuters hereby continues to assign to TSI any right, title and interest that it may have or obtain in the Transferred TIB-Related Marks or the goodwill associated therewith. At TSI’s sole expense, Reuters shall perform such acts and execute such documents as are reasonably required to perfect the foregoing assignment and obtain and enforce trademark, service xxxx and other similar rights in the Transferred TIB-Related Marks. TSI hereby grants to Reuters a perpetual, royalty-free, irrevocable, worldwide right and license in favor of Reuters and its Affiliates to use Transferred TIB-Related Marks in connection with the marketing, use, sale and distribution of any of Reuters’ and their Affiliates’ respective products or the provision by Reuters or their Affiliates of any services. Reuters and its Affiliates’ right to use such Transferred TIB-Related Marks shall be only in conformance with TSI’s trademark usage guidelines delivered to Reuters from time to time, which guidelines shall be reasonable and shall not be inconsistent with the scope of the license herein granted and shall not become effective prior to thirty (30) days after notice thereof has been given by TSI. TSI shall maintain the right to substitute any alternative trademark to the Transferred TIB-Related Marks in the event such Transferred TIB-Related Xxxx is held to infringe any other xxxx; provided that, if TSI advises either or both of Reuters in writing of an alleged infringement, Reuters will be responsible for any and all losses, liabilities, damages, costs and expenses assessed or incurred as a result of such actual or alleged infringement that accrue on or after the date of such notice.

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

  • Trademark License Agreement Buyer shall have executed and delivered to Sellers the Trademark License Agreement.

  • 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.

  • Software License ICS will grant the Business Manager a non-exclusive and royalty-free right and license to use and copy software owned by ICS and to use certain third party software according to the terms of the applicable third party licenses to ICS, all in connection with the Business Manager’s obligations under the Agreement. ICS will provide the Business Manager with all upgrades to the licensed software.

  • Exclusive License Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified, a sole and exclusive license under the Licensed Patent Rights in the Territory, and in the Field of Use to develop, make, have made, import, have imported, use, offer to sell, sell and otherwise commercialize Licensed Product(s).

  • Outbound Licenses Part 2.7(d) of the Disclosure Schedule accurately identifies each Contract pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Seller IP. The Seller is not bound by, and no Seller IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of the Seller to use, exploit, assert, or enforce any Seller IP anywhere in the world.

  • Intellectual Property License Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6 and at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by the Grantors.

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