Obligations of Licensee. 2.1 Licensee is responsible for the quality and safety of its products.
2.2 Licensee shall use all reasonable efforts and diligence to exploit the Invention and to proceed with the development, manufacture and sale of Licensed Product and to use commercially reasonable efforts to develop markets for the Licensed Product.
2.3 Licensee will represent the Licensed Product fairly in comparison with competitive products from other suppliers.
2.4 Licensee shall not, on behalf of University, make any representations or give any warranties or guarantees in respect of the Proprietary IPR not expressly authorised in writing by University, provided that such authorization shall not be unreasonably delayed or withheld by University.
2.5 Licensee shall not market the Licensed Product under the name of University, and not in any way create any impression that University is the seller of the Licensed Product.
2.6 Licensee shall take all such steps as are reasonably necessary to protect Intellectual Property Rights in the Invention.
2.7 Licensee shall promptly inform University upon becoming aware of any illegal or unauthorised use of the Invention or any infringement of the Prospective Patent or Proprietary IPR and Intellectual Property Rights therein.
2.8 Licensee shall comply with all laws, regulations and governmental obligations that may from time to time be applicable to the making, use or sale of the Licensed Product in each part of the Territory.
2.9 As between Licensee and University and without limiting any responsibility of an Affiliate or Sub-Licensee, Licensee shall be solely responsible for any claims arising or alleged to arise from loss or injury to persons or property caused or suffered in the course of or as a consequence of the use of the Invention by Licensee, Affiliates and Sub-Licensees or the supply and sale of the Licensed Product by Licensee, Affiliates and Sub-Licensees except where such loss or injury are caused by the gross negligence or wilful misconduct of University.
2.10 Except as expressly set forth under this Agreement, Licensee shall use its best endeavours to keep the Invention confidential and not to reveal to any third party any confidential information of University regarding the Invention until after a non-disclosure agreement has been signed, provided that no such obligation shall apply to any information that has been publicly disclosed through no breach of this Agreement by Licensee, including by publication of the Inventions by ...
Obligations of Licensee. 5.1 Licensee shall:
5.1.1 comply with all legal requirements from time to time in force relating to the licensing of the Licensed Solutions, including if applicable the provisions of Schedule Four hereof relating to the API, and not engage in any business practice which is illegal under the laws of the Territory;
5.1.2 immediately bring to the attention of FDB any improper or wrongful use of the trademarks of FDB, trade names or other Intellectual Property Rights which come to the notice of Licensee;
5.1.3 promptly submit Patient Declarations to FDB in accordance with Schedule One hereof;
5.1.4 ensure that all Licensed Solutions supplied to End Users are in compliance with all reasonable specifications and other reasonable instructions given by FDB from time to time and notified to Licensee in writing and are otherwise in accordance with the provisions of this Agreement;
5.1.5 upon reasonable notice from FDB give FDB or its authorised representative free access at any reasonable time during working hours to the premises of Licensee for the purpose of ensuring Licensee is observing these obligations; and
5.1.6 accept responsibility, through its End Users, for Administration of the Licensed Solutions. Licensee shall indemnify FDB in accordance with Clause 13 in respect of the Administration of the Licensed Solutions within the Vendor System.
5.2 Licensee shall not, and shall ensure that End User shall not, save where permitted by this Agreement:
5.2.1 sub-license the Licensed Solutions or allow the Licensed Solutions to be used by anyone except as set out in this Agreement;
5.2.2 extract or re-utilise the contents of the Licensed Solutions (or any part thereof) for any commercial purpose including but not limited to trading, building commercial databases, reselling or redistributing data from the Licensed Solutions;
5.2.3 copy, download, distribute, store, adapt, publish, transmit, transfer, reverse engineer, sub-license, de-compile, disassemble or otherwise use the Licensed Solutions, except to the extent that FDB cannot prohibit such acts by law, and shall use all reasonable endeavours to ensure that there is no unauthorised copying, reverse engineering or decompiling (save to the extent permitted under applicable law) or amendment of the Licensed Solutions by itself or its End-Users;
5.2.4 incur any liability on behalf of FDB or in any way pledge or purport to pledge the credit of FDB or purport to make any contract binding upon FDB; and
5.2.5 download th...
Obligations of Licensee. 4.1 Licensee must give away at least one (1) seat to the WSOP 2011 Main Event at the Satellite Tournament, the registration fee of Ten Thousand Dollars ($10,000.00) per Seat to be paid in full by Licensee pursuant to Section 3.
4.2 All Materials must clearly state that Licensor is not responsible for any tax liability associated with the award of a Seat.
4.3 Licensee shall only allow individuals who have attained the age of 21, and who are otherwise suitable under applicable gaming laws, to participate in the 2011 World Series of Poker to enter a Satellite Tournament. Individuals who are gaming restricted (either self-excluded through Caesars self- exclusion program or exclusion because of filing with a state gaming regulatory program) cannot participate in/win a Satellite Tournament. The ineligibility or inability of an individual who wins a Seat in a Satellite Tournament to participate in the Event for any reason does not relieve Licensee of its obligation to pay the full License Fee, and in such case Licensor retains the right in its sole discretion to appoint a substitute player to fill the Seat.
4.4 All Materials created by or on behalf of Licensee shall comply with the Trademark Usage Guidelines and Caesars Marketing Code as they may be revised from time to time. Licensee shall provide to Licensor samples of all Materials and obtain Licensor’s prior written approval of same. In the event Licensor does not approve the Materials, Licensee must immediately cease using the Materials. In such event, Licensor will provide a written explanation to Licensee as to why the Materials were not approved and when applicable, how the Materials may be modified to obtain Licensor’s approval. Licensee may not resume using the Materials until such time as Licensor has reviewed the modifications and provided written approval of same.
4.5 Upon reasonable notice, representatives of Licensor shall have the right during normal business hours, to enter the premises of Licensee to examine Licensee's business operations, including any Materials.
4.6 Without limiting any other provision of this Agreement, the Materials and the marketing, promotion and advertising of the Satellite Tournament, shall comply with all applicable state, federal, foreign and local laws, rules and regulations.
4.7 It is expressly understood and agreed by Licensee that Licensee may use the Property only in connection with Materials and only in accordance with the terms hereof. Licensee agrees that Licen...
Obligations of Licensee. 5.1. Licensee agrees to pay GWAEA in the amounts and on the schedule listed in Exhibit A.
5.2. Licensee shall designate appropriate contacts with whom GWAEA is to work. When returning contract Licensee should provide these contacts in the provided form. The maximum number of contacts per district is five. Other Licensee personal contacting GWAEA support will be referred to the appropriate contact listed by the Licensee. Contacts should have sufficient technical skill and knowledge of Licensee’s computers and the PowerSchool Software to be able to assist GWAEA in resolving any problems.
5.3. When reporting a technical issue, Licensee shall provide as accurate and complete description as possible including: 1) details of what menu item or module was being accessed, 2) what Licensee was attempting to do, 3) the exact error message text as well as any other pertinent details. Licensee shall assist in technical issue resolution by providing copies of reports and/or files deemed necessary by GWAEA, via email or uploading files to GWAEA. All materials provided by Licensee during resolution of technical issues shall be considered confidential by GWAEA.
5.4. Licensee agrees that it alone is responsible for: 1) use of User Data; and 2) the confidentiality of and use of all usernames, passwords, and accounts, by the Licensee, its Users, employees, agents, and third parties, whether authorized or unauthorized. Licensee agrees to indemnify GWAEA and hold GWAEA harmless for any loss or damage incurred by GWAEA or by any other person as a result of the use or misuse of User Data, usernames, passwords, and accounts that is outside the control of GWAEA.
5.5. Licensee agrees to immediately notify GWAEA when it becomes aware of any loss or theft or unauthorized use of any of its usernames, passwords, and/or accounts.
5.6. Licensee agrees to abide by acceptable computer and network usage policies published by GWAEA from time to time. Licensee agrees to require its Users to agree to abide by acceptable computer and network usage policies published by GWAEA from time to time. Failure of Licensee to abide by such policies, or to require its Users to abide by such policies, may result in immediate termination of this Agreement or immediate termination of Users access to the PowerSchool Software.
5.7. Licensee agrees that it is solely responsible for ensuring the accuracy of User Data. Licensee acknowledges that the PowerSchool Software may provide incorrect information to License...
Obligations of Licensee. 7.1 Licensee hereby undertakes and agrees with Licensor that it will at all times during the Term observe and perform the terms and conditions set out in this Agreement and in particular shall:
(a) use diligent efforts to effect introduction of the Licensed Products into the commercial market as soon as practicable, consistent with reasonable and sound business practice and judgment in order the achieve the Performance Objectives by the respective Dates of Achievement specified in Section 7.2;
(b) deliver to NUS, such part of the Licensee’s annual audited financial statements which pertain to the Gross Sales of the Licensed Products and Licensed Processes and Sub-licensing Revenue, at the end of the first quarter following the end of each financial year of Licensee during the Term. For clarity, NUS is only entitled to view and review (if necessary) Licensee’s financial statements which pertain to the Gross Sales of the Licensed Products and Sub-licensing Revenue and no other financial statements of Licensee whatsoever.
(c) deliver to NUS, Licensee’s annual budget for the subsequent financial year as well as a technical/development update, no later than the end of Licensee’s financial year commencing the first year from the introduction of the Licensed Products into the commercial market in the Territory or 31 December 2014 whichever is the later and thereafter based on the Licensee’s financial year.
7.2 Licensee also undertakes to meet the following Performance Objectives by the respective Dates of Achievement whether by the Licensee, the Sub-Licensees or the Licensee’s assignees: Commencement of a Phase II Clinical Trial involving Licensed Product or Process 3 years from Effective Date Commencement of a Phase III Clinical Trial involving Licensed Product or Process 5 years from Effective Date Submission for Regulatory Approval involving Licensed Product or Licensed Process 2 years from Completion of Phase III Clinical Program Market Launch of Licensed Product or Licensed Process 9 months from the date of Regulatory Approval involving Licensed Product or Licensed Process.
7.3 Within twelve (12) months the date of Market Launch of Licensed Product or Licensed Process, Licensee and Licensor shall have good faith discussions on projected sales of the Licensed Products for the next three (3) years and mutually agree on the performance objectives of Licensee.
7.4 If Licensee fails to fulfill the performance objectives mutually agreed between Licensee and Licens...
Obligations of Licensee i) LICENSEE shall be solely responsible for all costs of producing the End Products, including raw materials and labor. LICENSEE acknowledges and agrees that it is solely responsible as applicable for (i) procurement of hemp extraction machinery, hemp, hemp oils, and other raw materials as required; (ii) compliance with all applicable laws relating to production and sale of hemp products; and (iii) procurement and maintenance of all required licensing and permits and/or operating authorities, including proper zoning of production and distribution facilities.
Obligations of Licensee. 2.1 Licensee is responsible for the quality and safety of its products.
2.2 Licensee shall use all reasonable efforts and diligence to exploit the Invention and to proceed with the development, manufacture and sale of Licensed Product and to use commercially reasonable efforts to develop markets for the Licensed Product.
2.3 Licensee will represent the Licensed Product fairly in comparison with competitive products from other suppliers.
2.4 Licensee shall not, on behalf of University, make any representations or give any warranties or guarantees in respect of the Proprietary IPR not expressly authorised in writing by University, provided that such authorization shall not be unreasonably delayed or withheld by University.
2.5 Licensee shall not market the Licensed Product under the name of University, and not in any way create any impression that University is the seller of the Licensed Product.
Obligations of Licensee. Licensee shall have full responsibility, at its sole cost and expense, for the Development, Manufacture and Commercialization of the Product, including, without limitation, obtaining all Regulatory Approvals as may be necessary for the commercial sale of the Product in the Territory for use in the Field; except to the extent that the responsibility for doing so, as specifically set forth in Sections 4.2 and 4.3 of this Agreement and in the CMC Development, Manufacture and Supply Agreement, belongs to Bayer.
Obligations of Licensee sections (a) and (b) shall be deleted in their entirety and the following new Article 7.3, sections (a) and (b) shall be substituted in lieu THEREOF:
Obligations of Licensee. With respect to the right to Sublicense granted pursuant to this Section, Licensee shall:
4.4.1 assume responsibility for its Sublicensees and not grant any rights that are inconsistent with the rights and obligations of this Agreement. Any act or omission of a Sublicensee that would be a breach of this Agreement if performed by Licensee will be deemed a breach by Licensee of this Agreement;
4.4.2 not receive, or agree to receive, anything of value in lieu of cash as consideration from a third party under a Sublicense granted pursuant to Section 4.1;
4.4.3 obtain University approval prior to granting any and all Sublicenses; such approval will not be unreasonably withheld or delayed; and
4.4.4 promptly provide University the name and address of each Sublicensee with whom it concludes a Sublicense, and forward to University a copy of each executed Sublicense within thirty (30) days of the date of execution of such Sublicense.
