Rights and Obligations of Licensee. 12.1 The Licensee paying Licensor the License Fee and such other payments as mentioned in these presents regularly and on observing and performing all the terms and conditions hereof, the Licensee shall be entitled to peacefully conduct its permitted activities on/from the said Tissue Culture Facility during the Period of the License. 12.2 The Licensee shall have right to use the Tissue Culture Facility and other facilities for carrying out its permitted activities. 12.3 The Licensee shall not be entitled to sub-lease, sub-license or share part or full area of one or more said Tissue Culture Facility. 12.4 The Licensee understand and acknowledge that under or in pursuance of this Agreement, no tenancy/sub-tenancy (i.e. lease) is being created by Licensor in favour of Licensee and further Licensee state/confirm/agree/undertake that: - (i) It shall not have or claim any interest in the Tissue Culture Facility as a tenant/sub- tenant except other than being a Licensee. (ii) Rights in relation to the said Tissue Culture Facility are limited to only those set out in this Agreement. 12.5 Licensee shall not represent the Licensor and/or make any commitment or promise, to any third party on behalf of the Licensor or in relation to Tissue Culture Facility and/or permitted activities. 12.6 Licensee shall not be permitted to carry out any addition & alteration to the licensed Tissue Culture Facility without the written permission of the Licensor. 12.7 Licensee shall ensure that no structural damage is caused or any change is effected to the Tissue Culture Facility and/or building and other permanent structure as a result of its activities. 12.8 The Licensee’s Responsibilities and Duties shall include the following, in addition to and without prejudice to other obligations under this Agreement: - (i) To obtain due permits, necessary approvals, clearances and sanctions from the competent authorities for its permitted activities; (ii) To operate and maintain the Licensed spaces at all times in conformity with this Agreement;
Appears in 1 contract
Samples: License Agreement
Rights and Obligations of Licensee. 12.1 The Licensee paying Licensor (a) LICENSEE shall have the License Fee right to make modifications, improvements or enhancements (including ASIC development) (a "CHANGE") to the DEVICES licensed hereunder either by submitting to LICENSOR a request for a CHANGE or by implementing the CHANGE itself. Any CHANGE implemented by LICENSEE at its option may be provided to LICENSOR solely for the purposes of enabling LICENSOR to perform support services as provided herein, and no such other payments as mentioned delivery will constitute a license by LICENSEE to LICENSOR to make use of such CHANGE. If LICENSEE implements a CHANGE, any warranties made by LICENSOR in these presents regularly and on observing and performing all favor of LICENSEE will not apply to such change to the terms and conditions hereofextent they relate to such CHANGE.
(b) If LICENSEE submits a request for a CHANGE to LICENSOR, the Licensee such request shall be entitled in writing. Within twenty (20) business days of receipt of such request, LICENSOR will provide LICENSEE with an estimate to peacefully conduct its permitted activities on/implement the CHANGE based on the hourly rates and costs set forth in Section 6(c) below. Upon receipt of a Purchase Order or written authorization from LICENSEE, LICENSOR shall implement the said Tissue Culture Facility during requested CHANGE in accordance with a schedule to be mutually agreed upon.
(c) If LICENSEE requests a CHANGE, LICENSEE shall pay all engineering costs incurred for such customization to LICENSEE'S specifications or manufacturing requirements which shall be billed and accounted for bi-weekly and due net 10-days, on the Period following basis, namely: Senior Engineer [ * ] Engineer [ * ] Programmer [ * ] Technician [ * ] Research Associate [ * ] Project Engineer [ * ] and Support [ * ] The above rates may be changed upon thirty (30) days notice to and agreement between the parties. Any miscellaneous buy-out time or materials will be billed at [ * ]. All travel necessitated by and/or requested by LICENSEE shall be billed at [ * ] of the Licenseabove rates and no more than [ * ] hours being charged on any one day.
12.2 (d) All right, title and interest in and to INTELLECTUAL PROPERTY created prior to the effective date of this Agreement shall belong to and/or remain the property of the party who developed, created or presently owns such INTELLECTUAL PROPERTY and, except for grant of a license to LICENSEE under Section 2 or as otherwise explicitly provided herein, no license is implied or granted herein to any such existing INTELLECTUAL PROPERTY. All work done by LICENSOR in connection with a CHANGE at LICENSEE'S written request will be at LICENSEE'S expense as set forth in (c) of this Section 6. Any resulting INTELLECTUAL * 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. PROPERTY created by the parties jointly or individually in connection with such CHANGE and paid for by LICENSEE shall belong to LICENSEE. LICENSOR agrees to assign (or cause to be assigned) and does hereby assign and deliver fully to LICENSEE any INTELLECTUAL PROPERTY which LICENSOR may obtain as part of developing such CHANGE. The Licensee INTELLECTUAL PROPERTY described in the immediately preceding paragraph that is to belong to LICENSEE, shall have right be limited to use circuit board artworks, resulting optimized biasing resistor and capacitor coupling values or specific, unique LICENSEE application interfaces. Any other areas will be mutually agreed to and, specifically listed in a separate writing signed by the Tissue Culture Facility and parties. This Section 6 does not, however, preclude LICENSOR from providing similar engineering services to other facilities for carrying out its permitted activitiescustomers, without using any of the INTELLECTUAL PROPERTY of LICENSEE.
12.3 The Licensee (e) LICENSEE shall not be entitled precluded from using LICENSOR'S standard radio communications protocols, however, LICENSOR agrees to sub-leasemodify LICENSOR'S standard radio communications protocols to LICENSEE'S specification upon request by LICENSEE. Such protocols shall be designed with the assistance of LICENSOR to prevent interference with, sub-license or share part or full area acceptability to, other licensees and sublicensees of one or more said Tissue Culture Facility.
12.4 The Licensee understand and acknowledge that under or in pursuance of this Agreement, no tenancy/sub-tenancy (i.e. lease) is being created by Licensor in favour of Licensee and further Licensee state/confirm/agree/undertake that: -
(i) It shall not have or claim any interest in the Tissue Culture Facility as a tenant/sub- tenant except other than being a LicenseeLICENSOR.
(iif) Rights It is acknowledged and agreed by LICENSEE that should a PRODUCT based on LICENSOR'S INTELLECTUAL PROPERTY not be competitive and should LICENSEE desire to commence the development of an alternative spread spectrum device (hereinafter: "NEW DEVICE") not covered by LICENSOR'S INTELLECTUAL PROPERTY, such development shall only be conducted by employees, subcontractors, agents or assigns of LICENSEE who have not had access to LICENSOR'S INTELLECTUAL PROPERTY licensed herein (including source code to LICENSOR'S software included in relation a DEVICE) and such NEW DEVICE cannot use/infringe on LICENSOR'S INTELLECTUAL PROPERTY, save that LICENSOR acknowledges and agrees that any such NEW DEVICE would and may transmit and receive on the same frequencies, have the same spread spectrum parameters and the same packet data format as employed in other DEVICES manufactured for or by LICENSEE. It is further acknowledged by LICENSEE that to the said Tissue Culture Facility extent that any NEW DEVICE employs the same spread spectrum parameters or data format, and such spread spectrum parameters are limited covered by valid claims of any of LICENSOR'S patents, LICENSEE shall be obligated to only those set out continue Section 3(b) ROYALTY payments to LICENSOR. LICENSOR in this Agreement.
12.5 Licensee shall not represent the Licensor and/or make any commitment or promise, to any third party on behalf of the Licensor or in relation to Tissue Culture Facility and/or permitted activities.
12.6 Licensee turn acknowledges that LICENSEE shall not be permitted to carry out restricted in any addition & alteration to the licensed Tissue Culture Facility without the written permission of the Licensorother non-spread spectrum radio development which does not violate LICENSOR'S valid patents or use LICENSOR'S software source code in any such NEW DEVICE.
12.7 Licensee shall ensure that no structural damage is caused or any change is effected to the Tissue Culture Facility and/or building and other permanent structure as a result of its activities.
12.8 The Licensee’s Responsibilities and Duties shall include the following, in addition to and without prejudice to other obligations under this Agreement: -
(i) To obtain due permits, necessary approvals, clearances and sanctions from the competent authorities for its permitted activities;
(ii) To operate and maintain the Licensed spaces at all times in conformity with this Agreement;
Appears in 1 contract
Rights and Obligations of Licensee. 12.1 The Licensee paying Licensor the License Fee and such other payments as mentioned in these presents regularly and on observing and performing all the terms and conditions hereof, the Licensee shall be entitled to peacefully conduct its permitted activities on/from the said Tissue Culture Facility during the Period of the License.
12.2 The Licensee (a) LICENSEE shall have the right to use make modifications, improvements or enhancements, including ASIC developments (a "CHANGE") to the Tissue Culture Facility and other facilities DEVICE either by submitting to LICENSOR a request for carrying out its permitted activities.
12.3 a CHANGE or by implementing the CHANGE itself. The Licensee implementation of any such CHANGE shall not be entitled deemed to sub-leasebe the development of an ADDITIONAL DEVICE or any IMPROVEMENT. Any CHANGE implemented by LICENSEE at its option may be provided to LICENSOR solely for the purposes of enabling LICENSOR to perform support services as provided herein. If LICENSEE independently implements a CHANGE, sub-license or share part or full area any warranties made by LICENSOR in favor of one or more said Tissue Culture Facility.
12.4 The Licensee understand and acknowledge that under or in pursuance of this Agreement, no tenancy/sub-tenancy (i.e. lease) is being created by Licensor in favour of Licensee and further Licensee state/confirm/agree/undertake that: -
(i) It shall LICENSEE will not have or claim any interest in the Tissue Culture Facility as a tenant/sub- tenant except other than being a Licenseeapply to such CHANGE.
(iib) Rights If LICENSEE submits a request for a CHANGE to LICENSOR, such request shall be in relation writing. LICENSEE shall pay all engineering costs incurred for such customization to LICENSEE'S specifications or manufacturing requirements which shall be billed and accounted for bi-weekly and due net 10 days, on the following basis, namely: Senior Engineer [*] Engineer [*] Programmer [*] Technician [*] Research Associate [*] Project Engineer [*] and Support [*] Any miscellaneous buy-out time or materials will be billed at [*]. All travel necessitated by and/or requested by LICENSEE shall be billed at [*] of the above rates and no more than [*] being charged on any one day. Within twenty (20) business days of receipt of such request, LICENSOR will provide LICENSEE with an estimate to implement the CHANGE based on the hourly rates and costs set forth above. Upon * Certain information on this page has been omitted and filed separately with the Commission. Confidential Treatment has been requested with respect to the said Tissue Culture Facility are omitted portions. receipt of a Purchase Order or written authorization from LICENSEE, LICENSOR shall implement the requested CHANGE in accordance with a schedule to be mutually agreed upon.
(c) All right, title and interest in and to INTELLECTUAL PROPERTY created prior to the effective date of this Agreement shall belong to and/or remain the property of the party who developed, created or otherwise then owns such INTELLECTUAL PROPERTY and, except for grant of a license to LICENSEE under Section 2, no license is implied or granted herein to any such existing INTELLECTUAL PROPERTY except as provided explicitly herein. All work done by LICENSOR in connection with a CHANGE at LICENSEE'S written request will be at LICENSEE'S expense as set forth in Section 6(b). Any resulting INTELLECTUAL PROPERTY created by the parties jointly or individually in connection with such CHANGE and paid for by LICENSEE shall belong to LICENSEE. LICENSOR agrees to assign (or cause to be assigned) and does hereby assign and deliver fully to LICENSEE any INTELLECTUAL PROPERTY RIGHTS which LICENSOR may obtain as part of developing such CHANGE. The INTELLECTUAL PROPERTY described above as belonging to LICENSEE shall be limited to only those set out circuit board artworks, resulting optimized biasing resistor and capacitor coupling values or specific, unique LICENSEE application interfaces. Any other areas will be mutually agreed to and, specifically listed in this Agreementa separate writing signed by the parties. This Section 6 does not, however, preclude LICENSOR from providing similar engineering services to other customers, without using any of the INTELLECTUAL PROPERTY of LICENSEE.
12.5 Licensee shall not represent the Licensor and/or make any commitment or promise, to any third party on behalf of the Licensor or in relation to Tissue Culture Facility and/or permitted activities.
12.6 Licensee (d) LICENSEE shall not be permitted precluded from using LICENSOR'S standard radio communications protocols, however, LICENSOR agrees to carry out modify LICENSOR'S standard radio communications protocols to LICENSEE'S specification upon request by LICENSEE. Such protocols shall be designed with the assistance of LICENSOR to prevent interference with, or acceptability to, other licensees and sublicensees of LICENSOR.
(e) It is acknowledged and agreed by LICENSEE that should a PRODUCT based on LICENSOR'S INTELLECTUAL PROPERTY not be competitive and should LICENSEE desire to commence the development of an alternative spread spectrum device (hereinafter: "NEW DEVICE") not covered by LICENSOR'S INTELLECTUAL PROPERTY RIGHTS, such development shall only be conducted by employees, subcontractors, agents or assigns of LICENSEE who have not had access to LICENSOR'S INTELLECTUAL PROPERTY licensed herein (including source code to LICENSOR'S software included in a DEVICE) and such NEW DEVICE cannot use/infringe on LICENSOR'S INTELLECTUAL PROPERTY, save that LICENSOR acknowledges and agrees that any addition & alteration such NEW DEVICE would and may transmit and receive on the same frequencies, have the same spread spectrum parameters and the same packet data format as employed in other DEVICES manufactured for or by LICENSEE. It is further acknowledged by LICENSEE that to the licensed Tissue Culture Facility without extent that any NEW DEVICE employs the written permission same spread spectrum parameters or data format, and such spread spectrum parameters are covered by valid claims of the Licensorany of LICENSOR'S patents, LICENSEE shall be obligated to continue Section 3(b) ROYALTY payments to LICENSOR. LICENSOR in turn acknowledges that LICENSEE shall not be restricted in any other non-spread spectrum radio development which does not violate LICENSOR'S valid patents or use LICENSOR'S SOURCE CODE.
12.7 Licensee shall ensure that no structural damage is caused or any change is effected to the Tissue Culture Facility and/or building and other permanent structure as a result of its activities.
12.8 The Licensee’s Responsibilities and Duties shall include the following, in addition to and without prejudice to other obligations under this Agreement: -
(i) To obtain due permits, necessary approvals, clearances and sanctions from the competent authorities for its permitted activities;
(ii) To operate and maintain the Licensed spaces at all times in conformity with this Agreement;
Appears in 1 contract
Rights and Obligations of Licensee. 12.1 The Licensee paying Licensor the License Fee and such other payments as mentioned in these presents regularly and on observing and performing all the terms and conditions hereof, the Licensee shall be entitled to peacefully conduct its permitted activities on/from the said Tissue Culture Facility during the Period of the License.
12.2 4.1 The Licensee shall have right during the continuance of this MLA:
(a) comply with the provisions of all Acts of the Oireachtas and statutory instruments or regulations made thereunder (including but not limited to) the Environmental Protection Agency Act, 1992; the Safety, Health and Welfare at Work Acts, 2005; the Planning and Development Act 2000; the Building Control Act, 1990); the General Data Protection Regulation and the Data Protection Acts 1988 to 2018 and all amendments made thereto and all regulations made thereunder;
(b) obtain all and any licences, approvals, clearances or consents necessary to lawfully install, maintain or use the Tissue Culture Facility Licensee’s Cables and other facilities the Licensee’s Sub-Ducts (including without limiting the generality of the foregoing, any planning permissions, rights-of-way or wayleaves) including any responsibility to obtain any wayleaves, approvals licences and consents in respect of the construction and maintenance of a Route not on a Public Road;
(c) observe and perform any conditions attaching to any licence, approval, clearance or consent granted to it in respect of the installation, use or maintenance of the Licensee’s Cables and the Licensee’s Sub-Ducts;
(d) ensure that no nuisance is caused directly or indirectly from the granting of this MLA;
(e) ensure that this MLA is exercised in a quiet, peaceful and orderly manner, making good any damage caused;
(f) ensure that the Licensee’s Staff behave in a responsible manner and adhere to the Licensor’s General Health and Safety Requirements while at each Route;
(g) ensure that the Licensee’s Staff comply with all reasonable requests of any of the Licensor’s Staff while at each Route provided that in the view of the Licensor such requests relate to the safe and proper use of the Route;
(h) comply with all Regulatory Requirements and notify the Licensor of any such requirements immediately upon receipt of same in so far as such requirements relate to the Licensee’s obligations under this MLA;
(i) comply with all applicable provisions of the Sub-Duct Self-Install Technical and Operational Manual and the Sub-Duct Self-Install Industry Process Manual;
(j) maintain the Licensee’s Cables and Licensee’s Sub-Ducts located at each Route in good repair;
(k) comply with the provisions of the Sub-Duct Self-Install Industry Process Manual;
(l) be responsible for carrying out the safety of its permitted activitiesoperations at the Route and ensure that the Licensee’s Staff in addition to their obligations laid down in clause 4.1(a) of this MLA are aware of and comply with the Licensor’s General Health and Safety Requirements while on or working at the Route which must be observed.
12.3 (m) comply with the provisions of the Access Agreement;
(n) comply with the Accreditation Process;
(o) sign a Deed of Renunciation upon execution of this MLA.
4.2 The Licensee shall not be entitled to sub-lease, sub-license or share part or full area of one or more said Tissue Culture Facility.
12.4 The Licensee understand and acknowledge that under or in pursuance during the continuance of this Agreement, no tenancy/sub-tenancy (i.e. lease) is being created by Licensor in favour of Licensee and further Licensee state/confirm/agree/undertake that: -MLA:
(ia) It shall not have knowingly do or claim any interest in the Tissue Culture Facility as a tenant/sub- tenant except other than being a Licensee.
(ii) Rights in relation permit anything to the said Tissue Culture Facility are limited be done which might cause interference with, damage or cause injury to only those set out in this Agreement.
12.5 Licensee shall not represent the Licensor and/or make any commitment or promise, to any third party on behalf of the Licensor or in relation to Tissue Culture Facility and/or permitted activities.
12.6 Licensee shall not be permitted to carry out the Licensor’s Staff or any addition & alteration to the licensed Tissue Culture Facility without the written permission of the Licensor.
12.7 Licensee shall ensure that no structural damage is caused ’s installation or any change is effected to other existing installation or equipment at each Route or any equipment subsequently installed by any authorised user of the Tissue Culture Facility and/or building and other permanent structure as a result of its activities.
12.8 The Licensee’s Responsibilities and Duties shall include the following, in addition to and without prejudice to other obligations under this Agreement: -
(i) To obtain due permits, necessary approvals, clearances and sanctions from the competent authorities for its permitted activitiesRoute;
(iib) To operate and maintain display any signs, notices or manufacturers’ motifs or advertising material at each of the Licensed spaces Routes;
(c) store any Hazardous Material at all times each of the Routes;
(d) do or permit to be done anything which would compromise the integrity of the Licensor’s Network;
(e) install Licensee’s Cables Licensee’s Sub-Ducts or third party cables or third party duct in conformity with the Licensor’s Network except as licensed under clause 2.1 of this Agreement;MLA.
Appears in 1 contract
Samples: Master Licence Agreement
