Prior Licenses Sample Clauses

Prior Licenses. Target has not granted any license of or covenant not to assert/sxx or other immunity from suit to any that provides such Person the right to make, have made, use, offer for sale, sell, distribute, import or otherwise practice or exploit the Target Products.
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Prior Licenses. The rights and limitations on GE set forth in this Section 3 are subject to the written licenses granted by GE to third parties prior to the Purchase Agreement Date. The licenses set out in Exhibit E hereto are such prior licenses but the parties acknowledge that this list is not necessarily an exhaustive list.
Sample 1
Prior Licenses. The 1996 Agreement as Amended shall terminate as of the Effective Date, and the rights and licenses of each party under, or with respect to the patents or other intellectual property of the other party and its Subsidiaries, shall be governed by this Agreement. Any other agreement between the parties (including without limitation, the parties' SerDes Semiconductor Technology Agreement, executed May 24, 2001 ("SerDes Agreement")) shall not be affected by this Agreement. Notwithstanding the foregoing and notwithstanding Section 9.3 or any other provision of the 1996 Agreement as Amended, (i) only the following sections of the 1996 Agreement as Amended shall survive, and only as to acts or events occurring during the term of the 1996 Agreement as Amended: Sections 1, 4.7, 4.8, 6, 7, 8, and 11 (except 11.1 (f)(i)-(f)(iv)); and (ii) Section 3.1(a) of the 1996 Agreement as Amended shall survive (provided that it is understood and agreed that, with respect to the definition of "Applicable Intel Intellectual Property Rights" in Section 1.27 of the 1996 Agreement as Amended, "the term of this Agreement" shall mean and be limited to the term of the 1996 Agreement as Amended). In addition, the trade secret, copyright, and mask work right licenses granted in the 1996 Agreement as Amended shall continue in full force and effect (but only as to trade secrets, copyrights, and mask work rights licensed prior to the Effective Date of this Agreement), but shall not survive termination of this Agreement prior to the Expiration Date. For the avoidance of doubt, Sections 4.6 and 9 of the 1996 Agreement as Amended are void, and neither party shall have any rights arising out of Section 4.6 or 9 of the 1996 Agreement as Amended.
Sample 1
Prior Licenses. ISIS acknowledges that prior to this First Amendment, Hybridon Inc., and Epigenesis Pharmaceuticals, Inc., have each obtained an Antisense Drug Development Sublicense from IDT, the scope and validity of which is not affected by the exclusive rights granted ISIS in paragraph 3.3 herein. IDT agrees that it shall not amend or expand either of such licenses without ISIS's prior written approval.
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Prior Licenses. 7 b. Name/Likeness/Editing.......................................... 7 c.
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Prior Licenses. Promptly upon execution of this Agreement, LIVE shall provide Summit with details of (i) all prior sales still in effect and LIVE Agreements, including rights and territories licensed and expiration dates of all agreements therefor; and (ii) any limitations of the Licensed Rights to the Pictures.
Sample 1
Prior Licenses. This Agreement supersedes all prior licenses between Licensee and Licensor, including, without limitation, that certain Cutlery License Agreement dated March 6, 2006 and that certain License Agreement, dated September 12, 2002, which agreements are hereby cancelled; provided that all amounts due and owing as of the Effective Date under all such agreements remain owing and payable in accordance with their respective terms. Payments thereunder do not apply to the Minimum Annual Royalty or Minimum Annual Other Product Royalty.
Sample 1
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Prior Licenses. CytRx has not granted any license of or covenant not to assert/xxx or other immunity from suit to any Person (other than Target) that provides such Person the right to make, have made, use, offer for sale, sell, distribute, import or otherwise practice or exploit purified poloxamer 188 for the treatment of sickle cell crisis.
Sample 1

Related to Prior Licenses

  • Other Licenses Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either Party any license or other right except the licenses and rights expressly granted under this Agreement.

  • Liquor Licenses To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.

  • Permits, Licenses Copies of any permits, licenses, or other similar documents in Seller’s possession relating to the use, occupancy or operation of the Property; and

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • Licenses Except as would not have a Material Adverse Effect, each Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for such Acquiror Company to engage in its business as currently conducted and to permit such Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Acquiror Permits"). No Acquiror Company has received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for such Acquiror Company to engage in its business as currently conducted and to permit such Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Acquiror Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Permit. No Acquiror Company has received notice from any Governmental Authority or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Acquiror Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Permit. All applications required to have been filed for the renewal of such Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Permits have been duly made on a timely basis with the appropriate Persons. All Acquiror Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

  • Research Licenses The Parties shall, and do hereby grant to each other all required licenses (on a non-exclusive, non-sublicenseable, royalty-free, for research and development purposes only basis) in respect of an individual Party’s Intellectual Property necessary for the other Party to conduct the activities contemplated hereunder this Agreement.

  • Patent Licenses (a) Upon payment of the applicable fees as set forth in Appendix B3 and subject to the provisions of this Agreement, Lucent hereby grants to Company during the License Term, a personal, non-transferable (except as permitted in Section 5.08) and non-exclusive license (without any right to sublicense) under (a) patents and/or patent applications listed in Appendix C, (b) patents on sole inventions (as defined in Section 2.03(a) owned by Lucent, to (i) perform the Development Project during the Development Period, and (ii) to make, have made, use, lease, sell, offer to sell and import Licensed Product.

  • Trademark Licenses The parties hereby grant to each other non-exclusive, fully-paid, royalty-free licenses to utilize the other party’s trademarks, as follows:

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