Reversion Licence Sample Clauses

Reversion Licence. If XXXXXXX terminates this Agreement pursuant to Clause 10.2, and such termination takes effect on or after the Onboarding Date, LAVA shall have an exclusive first right to negotiate (“ROFN”), exercisable in its sole discretion within [***] of the effective date of such termination, to enter into an agreement with XXXXXXX (and/or its applicable Affiliate) on fair and reasonable terms pursuant to which LAVA would receive from XXXXXXX and/or its applicable Affiliate an exclusive, worldwide licence with the right to sublicense through multiple tiers under the XXXXXXX Technology solely for the purpose of Exploiting the Lead Product(s) in the Field (“Reversion Licence”). If LAVA notifies XXXXXXX within [***] of the effective date of such termination that LAVA wishes to exercise this ROFN, the Parties shall have [***] from the date of the written notice of exercise of the ROFN by LAVA within which to exclusively negotiate, in good faith, a written licence agreement under which XXXXXXX would xxxxx to LAVA the Reversion Licence. In addition, in exchange for a commercially reasonable royalty and reimbursement by LAVA of XXXXXXX’x and its Affiliates’ reasonable Out-of-Pocket Costs associated with the transfer to LAVA of any Regulatory Filings and/or Regulatory Approvals that solely relate to the Reversion Licence, XXXXXXX shall as part of the written licence agreement agree to transfer to LAVA Regulatory Filings and/or Regulatory Approvals that solely relate to the Reversion Licence and that XXXXXXX is legally permitted to transfer. Upon LAVA’s reasonable request, XXXXXXX shall, to the extent XXXXXXX is legally permitted, assign any agreements or arrangements XXXXXXX or its Affiliate may have with any Third Party for the Exploitation of Lead Products; and
Sample 1
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Related to Reversion Licence

  • Evaluation License If You are licensing the Software for evaluation purposes, Your use of the Software is only permitted in a non-production environment and for the period limited by the License Key. Notwithstanding any other provision in this XXXX, an Evaluation License of the Software is provided “AS-IS” without indemnification, support or warranty of any kind, expressed or implied.

  • Licence You must ensure that you hold all necessary licences, permits and approvals that are required by Law (including a Dairy Industry Licence) in order to comply with your obligations under this Contract. Failure to comply with the obligations under this clause may result in DFMC suspending the collection of your milk until such time as the failure is rectified.

  • Development License Subject to the terms and conditions of this XXXX, You are licensed to perform an installation of the SOFTWARE for an unlimited use in designing, testing and creating Developed Software by unlimited Developers on one or more computers.

  • Sub-licensing CytRx shall be entitled to grant sub-licences of its rights under the terms and conditions of Clause 2.1 of this Agreement to any person, provided that: (a) the sub-licence shall include performance and financial obligations on the sub-licensee which are at least equivalent to the obligations on CytRx under this Agreement; (b) the sub-licence shall continue following the termination of this Agreement for any reason as a licence between ICIL and the sub-licensee pursuant to clause 14.5.2, provided that if the royalties and other consideration provided for in the sub-licence are less that that provided for in this Agreement such royalties or other consideration shall be increased to be the same as provided for in this Agreement and further provided that the sub-licensee agrees in writing to such new financial terms and to the substitution of CytRx by ICIL; (c) within thirty (30) days of the grant of any sub-licence CytRx shall provide to ICIL a summary of the material terms of the sub-licence and a written agreement from the sub-licensee to be bound by the provisions of this Agreement to the extent applicable; (d) except in the case of the continuation of the licence pursuant to Clause 2.5(b) CytRx shall be responsible for any breach of the sub-licence by the sub-licensee, as if the breach had been that of CytRx under this Agreement, and CytRx shall indemnify ICIL against any loss, damages, costs, claims or expenses which are awarded against or suffered by ICIL as a result of any such breach by the sub-licensee; and (e) no sub-licence shall carry any right to sub-sub-licence all of the rights granted to CytRx under this Agreement without the consent of ICIL (such consent not to be unreasonably withheld) save that a sub-licence can be sub-licensed for the purposes of manufacture or co-marketing without the consent of ICIL.

  • Commercialization License Subject to the terms of this Agreement, including without limitation Section 2.2 and Theravance's Co-Promotion rights in Section 5.3.2, Theravance hereby grants to GSK, and GSK accepts, an exclusive license under the Theravance Patents and Theravance Know-How to make, have made, use, sell, offer for sale and import Alliance Products in the Territory.

  • CONTRIBUTION LICENSE You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings). By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you. We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

  • Site License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license to internally use and install the Software on any number of Development Workstations, Machines, Servers or users at a single Site as listed in the Order Form for Commercial purposes.

  • Licence Grant If you use our software as part of using our Services then we and our licensors grant you a licence that is personal to you only, which is limited, non- exclusive, revocable, non-transferable and without the right to sub-licence. A “licence” is legal way in which we are able to grant you the right to use something for a specific and limited – in this context we use to describe how we grant you the right to use the Service (including its software). You are permitted to use the software provided by us for use solely for the purposes of availing of our Services pursuant to this Agreement and for no other purpose whatsoever. Unless expressly granted by us in this Agreement, nothing in this Agreement shall be interpreted as granting you a licence to use any of our software or other intellectual property rights for any other purposes.

  • Software Licence The following licence terms apply whether HP provides software to Customer as part of a managed service or as a separate software transaction.

  • Documentation License Subject to the terms of this Agreement, Flock hereby grants to Agency a non- exclusive, non-transferable right and license to use the Documentation during the Term in connection with its use of the Services as contemplated herein, and under Section 2.5 below.

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