Other License Provisions Sample Clauses

Other License Provisions. At the same time and under the same procedure as for the determination of a royalty under Subsection 2.5(g) above, the parties shall in good faith negotiate to determine the remaining provisions of the licenses under Sections 2.5[*], including but not limited to provisions relating to payment procedure, reporting procedure, record keeping requirements, audit procedure, default and cure, termination and dispute resolution.
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Other License Provisions. (a) The licenses granted to Chiesi pursuant to Section 2.1 shall be co-exclusive with Protalix to the extent it is necessary or useful for Protalix to perform its obligations under this Agreement. (b) The Parties expressly acknowledge and agree that, the exclusivity grant in favor of Chiesi in Section 2.1 shall not be construed as limiting (i) Protalix’s right to Develop or Manufacture the Licensed Product (or the Compound, Drug Substance or Drug Product for use in the Licensed Product), (ii) Protalix’s right to Commercialize the Licensed Product outside of the Field or, subject to the Ex-US Agreement, outside of the Territory, or (iii) subject to the Ex-US Agreement, any of Protalix’s rights in respect of the Licensed Product (including its rights under the Protalix Patent Rights) outside of the Territory. (c) For purposes of clarity, Chiesi acknowledges that in the event Protalix does not have exclusive rights to Protalix Patent Rights or Protalix Technology licensed or obtained by Protalix from Third Parties vis à vis the Third Party licensor, Chiesi’s rights to such Protalix Patent Rights or Protalix Technology under the sublicenses granted under Section 2.1 would not be exclusive vis à vis the Third Party licensor or its licensees (but would have the same scope of rights licensed or obtained by Protalix thereunder to the extent such rights are granted to Chiesi by Protalix hereunder and permitted to be granted by Protalix to Chiesi under such Third Party License). (d) Protalix shall use Commercially Reasonable Efforts to obtain an agreement between Chiesi and such Third Party licensor pursuant to which, in the event that the applicable Third Party License is terminated for any reason, such Third Party licensor would gxxxx Xxxxxx a license to the Protalix Patent Rights or Protalix Technology (as applicable) that Protalix has licensed from that Third Party licensor to the extent included in, and solely for the purpose of, the license granted to Chiesi hereunder (each such agreement, a “Standby License”), including approaching such Third Party licensor with respect thereto within thirty (30) days after the Effective Date.
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Other License Provisions. The licenses granted to Pfizer pursuant to Section 3.1 shall be co-exclusive with Protalix only to the extent it is necessary for Protalix to perform its obligations under this Agreement. During the Term, and without limiting the scope of the licenses granted to Pfizer pursuant to Section 3.1, neither Protalix nor any of its Affiliates shall (i) directly or indirectly, alone or in collaboration with any Third Party, Commercialize the Compound (other than the Oral Formulation), a drug product containing the [***]. The parties expressly acknowledge and agree that the exclusivity grant in favor of Pfizer in Section 3.1 shall not be construed as limiting Protalix’s right to Develop, Manufacture or Commercialize [***]. Notwithstanding anything to the contrary herein, Protalix may conduct or have conducted Manufacturing activities and engage in or have engaged in Development activities in Israel at any time in connection with its sale, offer for sale, supply or importation of the Licensed Product outside the Territory; provided however, that Protalix shall not be permitted to conduct clinical studies of the [***] within Israel without the prior written consent of Pfizer.
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Other License Provisions. Nothing in this section shall be construed to limit the right of LTX to use, transfer, or license the LTX Licensed Technology to any other Person with respect to any product which is not a Fusion Test System. Nothing in this section shall be construed to limit the right of Ando to use, transfer, or license the Ando Technology to any other Person with respect to any product which is not a Fusion Test System.
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Other License Provisions. (a) All rights and licenses granted under or pursuant to this Agreement by Omthera to Licensor and its Affiliates are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the US Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the US Bankruptcy Code. The Parties agree that Licensor and its Affiliates, as licensee of such rights under this Agreement, shall retain and may fully exercise all of Licensor’s and its Affiliates’ rights and elections under the US Bankruptcy Code. (b) Omthera grants no licenses or rights to use other than as expressly set forth herein. (c) Notwithstanding anything to the contrary in this Article VI, neither Party shall have the right to make an election under the Cooperative Research and Technology Enhancement Act of 2004, 35 U.S.C. 102C when exercising its rights under this Section without the prior written consent of the other Party. With respect to any such permitted election, the Parties shall use reasonable efforts to cooperate and coordinate their activities with respect to any submissions, filings or other activities in support thereof. The Parties acknowledge and agree that this Agreement is a “joint research agreement” as defined in the Cooperative Research and Technology Enhancement Act of 2004.
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Other License Provisions. (a) Licenses granted herein are not to be construed as consent by the grantor to any act that may be performed by the grantee, except to the extent impacted by a Patent licensed herein to the grantee. (b) The licenses granted hereunder are extended to each Party’s SUBSIDIARIES but only during the period such entities are SUBSIDIARIES. Each Party shall cause its SUBSIDIARIES to extend licenses consistent in scope with section 1.01 to the other Party under all of its SUBSIDIARIES’ patents from the date such company became a SUBSIDIARY through the end of the Term. The Parties agree that if either Party forms a holding company for any Patents within the scope of this license, that Party shall cause such holding company to grant licenses under such Patents, of the scope and duration granted herein, to the other Party. (c) The licenses granted hereunder are not transferable, in that the sale or transfer by one Party of all or substantially all of its assets to any third party shall not include any of the licenses granted hereunder.
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Related to Other License Provisions

  • Termination of License Agreement This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).

  • Additional Indemnification Rights Nonexclusivity the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 10(a) hereof.

  • Additional Indemnification Rights Non Exclusivity a. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Articles, the By-Laws or by statute. b. The provisions for indemnification and advancement of expenses set forth in the Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Articles, the By-laws, the vote of the Company’s shareholders or disinterested directors, insurance policies, other agreements or otherwise; and nothing in this Agreement shall be used to interpret or otherwise affect such other rights. Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as a director, officer, employee or agent of the Company and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. However, no amendment or alteration after the Effective Date of the Articles or By-laws or any other agreement shall adversely affect the rights provided to Indemnitee under the Agreement.

  • License Grants The licenses granted in this Section 2 are subject to the terms and conditions set forth in this XXXX: a. Subject to Section 2(b), you may install and use the Software on a single computer; OR install and store the Software on a storage device, such as a network server, used only to install the Software on your other computers over an internal network, provided you have a license for each separate computer on which the Software is installed and run. Except as otherwise provided in Section 2(b), a license for the Software may not be shared, installed or used concurrently on different computers. b. In addition to the single copy of the Software permitted in Section 2(a), the primary user of the computer on which the Software is installed may make a second copy of the Software and install it on either a portable computer or a computer located at his or her home for his or her exclusive use, provided that: A. the second copy of the Software on the portable or home computer (i) is not used at the same time as the copy of the Software on the primary computer and (ii) is used by the primary user solely as allowed for such version or edition (such as for educational use only), B. the second copy of the Software is not installed or used after the time such user is no longer the primary user of the primary computer on which the Software is installed. c. In the event the Software is distributed along with other PremiumSoft software products as part of a suite of products (collectively, the "Studio"), the license of the Studio is licensed as a single product and none of the products in the Studio, including the Software, may be separated for installation or use on more than one computer. d. You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell or transfer any copy of the Software made for backup purposes. e. You agree that PremiumSoft may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse PremiumSoft for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance. f. Your license rights under this XXXX are non-exclusive.

  • License Restrictions Licensor reserves all rights not expressly granted to You. The Software is licensed for Your internal use only. Except as this Agreement expressly allows, You may not (1) copy (except for back-up purposes), modify, alter, create derivative works, reverse engineer, decompile, or disassemble the Software except and only to the extent expressly permitted by applicable law; (2) transfer, assign, pledge, rent, timeshare, host or lease the Software, or sublicense any of Your license grants or rights under this Agreement; in whole or in part, without prior written permission of Licensor; (3) remove any patent, trademark, copyright, trade secret or other proprietary notices or labels on the Software or its documentation; or (4) disclose the results of any performance, functional or other evaluation or benchmarking of the Software to any third party without the prior written permission of Licensor. Hosting Restrictions. In the event that You desire to have a third party manage, host (either remotely or virtually) or use the Software on Your behalf, You shall (1) first enter into a valid and binding agreement with such third party that contains terms and conditions to protect Licensor’s rights in the Software that are no less prohibitive and/or restrictive than those contained in this Agreement, including, without limitation, the Verification section below; (2) prohibit use by such third party except for the sole benefit of You; and (3) be solely responsible to Licensor for any and all breaches of the above terms and conditions by such third party.

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless the INFI Indemnitees from and against any and all losses, damages, fees, expenses, settlement amounts or costs (including reasonable legal expense, attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim to the extent arising out of (a) the research, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2.

  • GRANT OF LICENSE AND LIMITATIONS License to Use the Licensed Software. In accordance with the terms and conditions hereof, the Licensor agrees to grant to Bianfeng Networking a license to install and operate the Licensed Software on the Designated Computers and to grant to its customers the right to use such software system.

  • Termination of Licenses Subject to Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR), all licences granted pursuant to Clause 33 (Intellectual Property Rights) (other than those granted pursuant to Clause 33.6 (Third Party IPR) and 33.7 (Licence granted by the Customer)) shall survive the Call Off Expiry Date. The Supplier shall, if requested by the Customer in accordance with Call Off Schedule 9 (Exit Management), grant (or procure the grant) to the Replacement Supplier of a licence to use any Supplier Background IPR and/or Third Party IPR on terms equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) subject to the Replacement Supplier entering into reasonable confidentiality undertakings with the Supplier. The licence granted pursuant to Clause 33.7 (Licence granted by the Customer ) and any sub-licence granted by the Supplier in accordance with Clause 33.7.1 (Licence granted by the Customer) shall terminate automatically on the Call Off Expiry Date and the Supplier shall: immediately cease all use of the Customer Background IPR and the Customer Data (as the case may be); at the discretion of the Customer, return or destroy documents and other tangible materials that contain any of the Customer Background IPR and the Customer Data, provided that if the Customer has not made an election within six months of the termination of the licence, the Supplier may destroy the documents and other tangible materials that contain any of the Customer Background IPR and the Customer Data (as the case may be); and ensure, so far as reasonably practicable, that any Customer Background IPR and Customer Data that are held in electronic, digital or other machine-readable form ceases to be readily accessible from any computer, word processor, voicemail system or any other device of the Supplier containing such Customer Background IPR and/or Customer Data. The Supplier shall, during and after the Call Off Contract Period, on written demand, indemnify the Customer against all Losses incurred by, awarded against, or agreed to be paid by the Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Customer the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; there is no additional cost to the Customer; and the terms and conditions of this Call Off Contract shall apply to the replaced or modified Goods and/or Services. If the Supplier elects to procure a licence in accordance with Clause 33.9.2(a) or to modify or replace an item pursuant to Clause 33.9.2(b), but this has not avoided or resolved the IPR Claim, then: the Customer may terminate this Call Off Contract by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 33.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute goods and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Intellectual Property Rights and Indemnification Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. No license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable to a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at its own cost that it has obtained any necessary licenses in relation to intellectual property of third Parties used by it to receive any service or to perform its respective obligations under this Agreement.

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