Performance under Chiron License Agreement Sample Clauses

Performance under Chiron License Agreement. (a) Bayer will notify Chiron of the execution and delivery of this Sublicense Agreement and, in connection with the audit rights granted to Chiron under Section 4.2 above, Bayer will provide Chiron with copies of Gen-Probe’s quarterly reports provided under Section 4.1. Bayer covenants and agrees (i) to use its reasonable best efforts to maintain the Chiron License Agreement in full force and effect and (ii) not to take (or permit to be taken) any actions (including, without limitation, permitting any amendment, modification or waiver of the Chiron License Agreement) that could reasonably be expected to result in the termination, material restriction or material impairment of, or otherwise have a material adverse effect on Bayer’s rights under the Chiron License Agreement as the same relate to the Licensed Patent Rights or on the sublicense rights granted to Gen-Probe and its Affiliates hereunder. Bayer will promptly provide written notice to Gen-Probe of any written notices that Bayer receives under the Chiron License Agreement from Chiron that relate to or affect, whether positively or adversely, the Licensed Patent Rights, including, but not limited to, notice of issuance of patents on pending patent applications, reexaminations, reissues, and interferences and oppositions and similar developments affecting the Licensed Patent Rights. If and to the extent that Bayer has the right to exercise any options or rights under the Chiron License Agreement that relate to or affect the Licensed Patent Rights, Bayer will give timely written notice to Gen-Probe and will reasonably consult with Gen-Probe as to the exercise of such options or rights for the benefit of Gen-Probe. Bayer shall ensure that Gen-Probe receives the full benefit of any amendments or modifications to the terms of the Chiron License Agreement which are permitted hereunder and which are relate to or affect the sublicense rights granted to Gen-Probe under Article 2 above. Notwithstanding anything to the contrary contained herein or in the Chiron License Agreement, the sublicenses granted hereunder shall survive any termination of the Chiron License Agreement.
Sample 1
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Related to Performance under Chiron License Agreement

  • 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.

  • Software License Agreement McDATA agrees that all Licensed Software will be distributed to Customers subject to a Software License Agreement (including warranty statement), along with a McDATA Manual, in a manner which is (a) no less protective of BROCADE's Intellectual Property Rights in the Licensed Software than the form attached hereto as Exhibit D, and (b) legally enforceable in the jurisdictions in which the Licensed Software, as incorporated into the McDATA Products, is distributed.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • Development Agreement That certain Development Agreement dated of even date herewith by and between the Company and Developer providing for the development of the Project on the Property, a copy of which is attached hereto as Exhibit C and incorporated herein by reference. Development Fee. As described in Section 6.8.

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

  • Valid Agreement This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

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

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