Product License Agreement Sample Clauses

Product License Agreement. Amgen has publicly disclosed that it is a party to a product license agreement with Ortho Pharmaceutical Corporation. Amgen hereby represents to Dialysis Center that, under such product license agreement: (a) Amgen has the exclusive right to promote and sell Epoetin alfa, in the United States, under the trade name EPOGEN® for use with dialysis patients, (b) Amgen has licensed Ortho, as Amgen’s distributor, the exclusive right to promote and sell Epoetin alfa in the United States under the trade name PROCRIT® for non-dialysis uses only and (c) Ortho is not authorized to promote or sell PROCRIT® in the United States for dialysis use. Consistent with the terms of such product license agreement and so long as such agreement remains in effect, Dialysis Center, its Designated Affiliates and its Managed Centers shall not use PROCRIT® for use with dialysis patients.
Sample 1Sample 2Sample 3See All (5)
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Product License Agreement. The Purchaser shall have received the Product License Agreement duly executed and delivered by the Seller.
Sample 1Sample 2See All (4)
Product License Agreement. Dialysis Center, its Designated Affiliates and its Managed Centers agree to respect that certain Product License Agreement between Amgen and Ortho Pharmaceutical Corporation as described in this Section 2.5. In accordance with the terms of the Product License Agreement, Amgen has the exclusive right to promote and sell Epoetin alfa in the United States under the trade name EPOGEN(R) for use with dialysis patients. Amgen has licensed Ortho, as Amgen's distributor, the exclusive right to promote and sell Epoetin alfa in the United States, under the trade name PROCRIT11, for non-dialysis uses only. Ortho sells and promxxxx Xxxxtin alfa in the United States under the trade name PROCRIr. PROCRIr is a registered trademark of Ortho Biotech Products, L.P. Ortho is not authorized to promote or sell PROCRIr in the United States for dialysis use. Dialysis Center, its Designated Affiliates and its Managed Centers agree to respect the unique marketing rights of Amgen and Ortho as set forth in the Product License Agreement, as described above. Consistent with the terms of the License Agreement, Dialysis Center, its Designated Affiliates and its Managed Centers shall use only EPOGEN(R) or Aranespo (and not PROCRIr) for patients undergoing dialysis.
Sample 1
Product License Agreement. 4.1 As of the Effective Date, the Parties hereby enter into the Combination Product License Agreement attached as Exhibit 3 (the “Combination Product License Agreement”). The Combination Product License Agreement is effective as of the Effective Date. 4.2 Each Party will execute and deliver, or will have executed and delivered, the signature page to the Combination Product License Agreement on or before the Effective Date to further document the effectiveness of the Combination Product License Agreement made hereby.
Sample 1
Product License Agreement. Within thirty (30) business days after ABX receives the Exercise Notice for an Option, ABX and JTI shall enter into a Product License Agreement with respect to the applicable Product Antigen. ABX shall invoice JTI for the License Fee due therefor on or following the date that such Product License is so executed, and JTI shall pay such invoice within thirty (30) days of receipt. If JTI fails to timely pay to ABX the License Fee for such Product License Agreement (subject to any applicable cure provision), then the applicable Product License Agreement shall terminate and ABX shall have no further obligation to JTI regarding such Product License Agreement or such Product Antigen.
Sample 1
Product License Agreement. If MBio timely acquires the Option, MBio would have the right to exercise the Option on or before February 28, 2000. MBio would have the right to exercise the Option by executing the Product License Agreement and paying to Abgenix [*]. MBio would not have the right to file an IND with the FDA in the United States (or its equivalent with the governing health authority of any country) for a licensed product, or to otherwise commence human clinical trials of a licensed product, unless and until MBio has exercised such option.
Sample 1
Product License Agreement. If a Nominated Target is cleared through the procedure set out above and the Requesting Party wishes to enter into a Product License Agreement, then: (a) if Micromet or Enzon submitted such Nominated Target, then the relevant Parties will enter into a Product License Agreement in the form attached as Schedule IX; (b) if CAT submitted such Nominated Target for the purpose of obtaining a license for both Diagnostic SCA Products and Therapeutic SCA Products in respect of such Target, then Micromet and CAT will enter into a Product License Agreement in the form attached as Schedule X; or (c) if CAT submitted such Nominated Target for the purpose of obtaining a license solely for Diagnostic SCA Products in respect of such Nominated Target pursuant to clause (b) of Section 3.1.1, then Micromet and CAT will enter into a Product License Agreement in the form attached as Schedule X with all rights and obligations in respect of Therapeutic SCA Products deleted by the Parties prior to execution (it being understood that Micromet will not grant any rights to develop and commercialize such Therapeutic SCA Products under the agreement). (d) In the cases described in clause (a) through (c) above, the Parties thereto will revise the applicable form of Product License Agreement prior to the execution thereof to reflect the then-existing Patents to be licensed and any modifications to any field *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. limitations imposed by Third Party agreements as described herein as of the effective date of such Product License Agreement.
Sample 1
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Product License Agreement. 5.5.1 Avidia acknowledges that it may not [****] with respect to any Licensed Product that is the subject of a Product License Agreement, [****]. 5.5.2 Within [****] days, or such longer period as the Parties may agree in writing (the “Interim Period”), after [****] a Product License Agreement, Avidia shall cease all work directly related to the Licensed Product to which such Product License Agreement pertains. During such Interim Period, Avidia may [****]. 5.5.3 Avidia shall have the right to (a) disclose to potential investors (or their agents), under terms of confidentiality at least as restrictive as those in Article 6, the results of work done by it with respect to the applicable Avidia Target or Licensed Product to which such Product License Agreement pertains, [****], and/or (b) subject to the procedures set forth in Section 6.4, publish in scientific journals or present at scientific meetings, the applicable results of work done by it with respect to the applicable Avidia Target or Licensed Product, [****]; provided in each case that Avidia has filed, pursuant to Section 7.1, patent application(s) with respect to any patentable inventions related thereto prior to any such disclosure or publication. 5.5.4 Avidia shall have the right to disclose to potential corporate partners under terms of confidentiality at least as restrictive as those in Article 6, general results of work done by it with respect to the applicable Avidia Target or Licensed Product (e.g., [****]) to which such Product License Agreement pertains, but shall not disclose (a) [****] of any Licensed Product subject to the applicable Product License Agreement or (b) that Maxygen has entered into a Product License Agreement with Avidia with respect to such Avidia Target. 5.5.5 In event of that one or more terms of this Agreement relating to licenses and related intellectual property rights set forth in this Agreement conflict with or are not entirely consistent with one or more terms of a particular Product License Agreement, the terms set forth in such Product License Agreement shall prevail with regard to the Products subject to such Product License Agreement. By way of example, but without limitation, [****].By way of further example, [****].
Sample 1

Related to Product License Agreement

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

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • 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 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer’s compliance with the Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions.

  • 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. (b) Each Borrower and Guarantor will either exercise any option to renew or extend the term of each material License Agreement to which it is a party in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower or Guarantor does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of such Borrower or Guarantor to extend or renew any material License Agreement to which it is a party, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the Obligations. (c) No Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to any Intellectual Property, or otherwise dispose of any Intellectual Property, in each case without the prior written consent of Agent, except that any Borrower or Guarantor may, after written notice to Agent, grant a non-exclusive license relating to any Intellectual Property to another Borrower or Guarantor in the ordinary course of business.

  • SOFTWARE PRODUCT LICENSE The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • Patent License For patent claims including, without limitation, method, process, and apparatus claims which You or Your Affiliates own, control or have the right to grant, now or in the future, You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sublicensees, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combination). This license is granted only to the extent that the exercise of the licensed rights infringes such patent claims; and provided that this license is conditioned upon compliance with Section 2.3.

  • 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).

  • Trademark License System Agency grants to Grantee, for the term of the Grant Agreement, a limited non- exclusive, royalty-free, non-assignable, non-transferable license to reproduce System Agency’s trademarks on published materials in the United States related to the performance of the Grant Agreement, provided that such license is expressly conditional upon, and subject to, the following: i. Grantee is in compliance with all provisions of the Grant Agreement; ii. Grantee’s use of the trademarks is strictly in accordance with the quality standards and in conformance with the reproduction requirements set forth in this Grant Agreement or as otherwise communicated by System Agency; iii. Grantee takes no action to damage the goodwill associated with the trademarks, and refrains from any attempt to contest, attack, dispute, challenge, cancel and/or oppose System Agency’s right, title and interest in the trademarks or their validity; iv. Grantee makes no attempt to sublicense any rights under this trademark license; and v. Grantee complies with any marking requests System Agency may make in relation to the trademarks, including without limitation to use the phrase “Registered Trademark”, the registered trademark symbol “®” for registered trademarks, and the symbol “™” for unregistered trademarks.

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