Of Licensee. During the Term, Licensee will use [***] to Commercialize each Licensed Product in each Indication and in each country in the Licensee Territory for which Regulatory Approval has been obtained.
Of Licensee. (a) Licensee shall not xxxxx x xxxx on the Licensee Technology to any Third Party or knowingly permit a lien to be imposed on the Licensee Technology (excluding liens that do not conflict with the rights granted Mersana hereunder). Licensee will not misappropriate any intellectual property of a Third Party in connection with developing the Licensee Technology or the performance of the Development of Licensed Products or its other obligations under this Agreement.
(b) Licensee will not enter into any agreement with respect to or otherwise assign, transfer, license, convey or otherwise encumbered its right, title or interest in or to (i) the Licensee Technology or Licensee Regulatory Documentation (including by granting any covenant not to xxx with respect thereto) or (ii) any Patent Right or other intellectual property or proprietary right that would be Licensee Technology or Licensee Regulatory Documentation, but for such assignment, transfer, license, conveyance or encumbrance, in each case of (i) and (ii), that is inconsistent with or otherwise diminishes the rights and licenses granted to Licensee under this Agreement.
Of Licensee. If the Conversion Date occurs after the initial public offering of Licensee’s securities, then on the Conversion Date, subject to TSRI’s execution of a reasonable stock issuance agreement, Licensee shall issue to TSRI that number of shares of Common Stock determined by […***…] […***…]; provided, however, that immediately after such issuance, TSRI’s and its Assignee’s(s’) collective equity ownership interest in Licensee (including the shares issued to TSRI on the Conversion Date, all shares previously issued to TSRI pursuant to Section 3.2, and all Equity Securities purchased by TSRI and/or its Assignee pursuant to Section 3.4.2) shall not exceed […***…]% of the Outstanding Shares (as defined in Section 3.2) of Licensee.
Of Licensee. Licensee warrants that it has the right and authority to enter into this Agreement.
Of Licensee. For purposes of this Section 6(a), an assignment shall include a Change of Control, merger, reorganization (in bankruptcy or otherwise), assumption in bankruptcy or equity and asset sale, regardless of whether such transaction is considered an “assignment” under governing law.
Of Licensee. Licensee represents and warrants to Licensor as follows:
9.2.1 Licensee has all necessary corporate power and authority to enter into and perform its obligations under this Agreement and has taken all necessary corporate action under its organizational documents and has received any consents or approvals which are necessary to authorize the execution and consummation of this Agreement;
9.2.2 Neither the execution nor the delivery of this Agreement, nor the consummation of the transactions herein contemplated nor the fulfillment of or compliance with the terms and provisions hereof will (i) violate any Law, or (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the organizational documents of Licensee, or any agreement or instrument to which Licensee is a party or by which it is bound;
9.2.3 All necessary government approvals have been obtained, and all government filings have been made, as necessary for the Licensee to enter into this Agreement and to perform in accordance with its terms;
9.2.4 Licensee shall mxxx all Licensed Products with applicable patent numbers, as instructed by Licensor;
9.2.5 Licensee shall not be majority-owned or controlled by an existing manufacturing company or its Affiliate for a period of three (3) years from the Effective Date; and
9.2.6 Licensee is, as of the Effective Date, funded by one or more angel investors and/or venture capital groups and/or Caltech and/or USC themselves, and is capitalized in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00), and is owned by such investors, and/or jointly with Caltech and/or USC and/or key employees of DMFCC.
9.2.7 Licensee shall use it best efforts to develop the Licensed Products and practice the Licensed Technology in connection with the Licensed Products, promote the sale of Licensed Products and enhance the reputation and goodwill associated with the Licensed Products.
Of Licensee. Except to the extent that Licensee is obligated to indemnify Read-Rite under Section 9.2(b) above or as otherwise agreed in writing by Licensee, Read-Rite assumes responsibility and shall indemnify and defend Licensee from and against all liability to third parties and expenses (including reasonable attorney's fees) resulting from claims for personal injuries or property damage, or any other claim, resulting from or arising out of the manufacture, sale or use of Magnetic Recording Heads or other products by Read-Rite; provided that Licensee notifies Read-Rite immediately of any such actual or threatened action, gives Read-Rite sole control of the defense and settlement of such action, and provides Read-Rite with reasonable assistance in defending or settling such action.
Of Licensee. Licensee hereby represents, warrants and covenants to Licensor as follows:
Of Licensee. During the term and any renewal or extension period herein provided for, Licensee agrees that it will, (i) not harm, misuse or bring into disrepute the name, likeness or picture of Licensor; (ii) manufacture, sell and distribute the Licensed Products in an ethical manner and in accordance with the terms and intent of this Agreement; (iii) not incur or create any expenses chargeable to Licensor without the prior written approval of Licensor; (iv) comply with all laws and regulations pertaining to the manufacture, sale, advertising or use of the Licensed Products and shall maintain the highest quality and standards, and shall comply with any regulatory agencies which shall have jurisdiction over the Licensed Products; and, (v) use its reasonable best efforts to manufacture, distribute and sell the Licensed Products throughout the Territory.
Of Licensee. Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits arising solely out of the use by Licensee of the Proprietary Rights as authorized in this Agreement, provided that prompt notice is given to Licensor of any such claim or suit, and provided further, that Licensor shall have the option to undertake and control the defense or settlement of any suit so brought.
