Option for Perpetual License Sample Clauses

Option for Perpetual License. In the event that Licensee opts not to enter into the perpetual license based on the results of their due diligence, Licensee shall turn over to Inventor its list of customers who purchased Licensed Products from the Licensee and agrees that Inventor can solicit future sales of the Licensed Product(s) from the customers on that list. Until the termination of this Agreement and thereafter, Inventor shall hold all financial terms of this Agreement, technology, inventions, designs, drawings, processes, recipes, formulae, data, technical information and the like, which are disclosed by Licensee to Inventor or received by Inventor under this Agreement (collectively, "Licensee Confidential Information") in confidence, and shall not disclose the Licensee Confidential Information, unless permitted hereunder, to any third party without Licensees' prior written consent. Inventor shall not make any use of the Licensee Confidential Information during or after the termination of this Agreement except as expressly permitted herein. Until the termination of this Agreement and thereafter, Licensee shall hold all financial terms of this Agreement, the Know-How and all other technology, inventions, designs, drawings, processes, recipes, formulae, data, technical information and the like, which are disclosed by Inventor to Licensee or received by Licensees' personnel under this Agreement (collectively, "Inventor Confidential Information") in confidence, and shall not disclose the Inventor Confidential Information, unless permitted hereunder, to any third party without Inventor's prior written consent. Without limiting the foregoing, the Licensee may disclose the Inventor Confidential Information on an as needed basis to its manufacturer and to the extent it is included in a Licensed Product sold by Licensee. Licensee shall not make any use of the Inventor Confidential Information during or after the termination of this Agreement except as expressly permitted herein. The confidentiality obligations set forth in this Agreement shall not apply to any information that: (i) is or becomes generally available to the public other than as a result of disclosure by one of the parties or the parties' agents, employees, representatives, or advisors; (ii) is rightfully disclosed to either of the parties by a third party without any breach of the confidentiality obligations hereunder; (iii) is independently developed by a party without having had access to the other party's Confidential I...
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Related to Option for Perpetual License

  • Commercial License Subject to the terms and conditions of this Agreement, CytomX hereby grants to ImmunoGen and its Affiliates an exclusive (even as to CytomX), non-transferable (except as expressly permitted in this Agreement), royalty-bearing license, including the right to grant sublicenses as described in Section 3.1.2 hereof, under the Licensed Intellectual Property, to Develop, make, have made, use, sell, offer for sale, import and otherwise Commercialize Licensed Products in the Field in the Territory. ImmunoGen and its Affiliates shall have the right to engage one or more Affiliates or Third Parties (the latter being referred to herein as “Permitted Third Party Service Providers”) as subcontractors to perform designated functions in connection with its activities under this Agreement (including transferring Licensed Know-How and CytomX Proprietary Materials as may be necessary for such Permitted Third Party Service Providers to perform such designated functions); provided that (a) ImmunoGen shall [***] and (b) ImmunoGen shall [***].

  • 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.

  • Additional Licenses For a period of five (5) years following the Distribution Date, in the event any member of the Honeywell Group, in Honeywell’s reasonable judgment, requires a license under any SpinCo IP in order to initiate and pursue any technical projects not covered by the licenses granted in Section 4.01(a), the Parties shall negotiate in good faith to license such SpinCo IP to the applicable member of the Honeywell Group on commercially reasonable terms. Notwithstanding anything to the contrary, if the Parties cannot reach agreement with respect to the terms of a license to SpinCo IP pursuant to the immediately preceding sentence, the applicable member of the Honeywell Group shall be permitted to challenge the validity or enforceability of such SpinCo IP (it being understood that such challenge is the sole remedy available to Honeywell in the event SpinCo does not grant such license, without regard to whether SpinCo has negotiated in good faith).

  • Material Licenses All Material Licenses have been obtained or exist for each Covered Person.

  • 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.

  • Expiration of Options Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Options may not be exercised to any extent by the Optionee after the first to occur of the following events:

  • Date of Grant; Term of Option This Option is granted as of , 2005 (the “Date of Grant”), and it may not be exercised than later than the date that is ten (10) years after date of grant, subject to earlier termination, as provided in the Plan.

  • Expiration of Option The Option may not be exercised to any extent by anyone after the first to occur of the following events:

  • Nontransferability of Option This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

  • Nontransferability of Options The Option and this Agreement shall not be assignable or transferable by Optionee other than by will or by the laws of descent and distribution. During Optionee's lifetime, the Option and all rights of Optionee under this Agreement may be exercised only by Optionee (or by his guardian or legal representative). If the Option is exercised after Optionee's death, the Committee may require evidence reasonably satisfactory to it of the appointment and qualification of Optionee's personal representatives and their authority and of the right of any heir or distributee to exercise the Option.

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