Unblocking Licenses Sample Clauses

Unblocking Licenses. (a) Effective as of the Closing, the Seller, on behalf of itself, Seller Parent and each of its controlled Affiliates, hereby grants to the Buyer a worldwide, non-exclusive, royalty-free, fully-paid up, perpetual, irrevocable, non-transferable (except in accordance with Section 6.4) license, sublicensable through multiple tiers (but subject to Section 1.13(c)), under the Seller Licensed IP to research, develop, manufacture, commercialize (e.g., sell and offer for sale), use and import any MRT Compound used in the MRT Program as of the Closing Date (“Buyer License”). (b) Effective as of the Closing, the Buyer hereby grants to Seller Parent, the Seller and their respective Affiliates a worldwide, non-exclusive, royalty-free, fully-paid up, perpetual, irrevocable, non-transferable (except in accordance with Section 6.4) license, sublicensable through multiple tiers (but subject to Section 1.13(d)), under the Transferred Patents and Transferred Know-How to conduct research on, develop, manufacture, commercialize (e.g., sell and offer for sale), use and import any product (that is not a messenger RNA therapeutic product) for any purpose other than in connection with the MRT Program (“Seller License”). (c) The license granted to the Buyer under the Buyer License shall include the right of the Buyer to grant sublicenses thereunder to any Person. The Buyer shall remain liable to the Seller for all acts or omissions of its sublicensees as if they were acts or omissions of the Buyer under this Agreement. (d) The license granted to the Seller under the Seller License shall include the right of the Seller to grant sublicenses thereunder to any Person. The Seller shall remain liable to the Buyer for all acts or omissions of its sublicensees as if they were acts or omissions of the Seller under this Agreement. (e) Without limiting the express representations and warranties of the parties set forth in Article II and Article III, the Buyer License and Seller License are granted “as is” and the Seller and the Buyer each hereby disclaim any express or implied representations or warranties of any kind with respect to the Buyer License and Seller License, including those regarding merchantability, fitness for a particular purpose or of non-infringement. Except for the Buyer License and Seller License, no other licenses of Intellectual Property are granted to the Buyer or the Seller under this Agreement. (f) The terms and conditions of Section 4.1 shall apply to the Buyer, its...
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Unblocking Licenses. In the event that the Development activities of a Party, or authorized Third Party, under this Agreement and/or the manufacture and/or Commercialization of Licensed Products in the Territory would, during the term of this Agreement, misappropriate any know-how and/or infringe any patent rights Controlled by the other Party that are not covered by the licenses and sublicenses granted to in Sections 8.1 and/or 8.2, each Party hereby grants to the other Party, to the extent such Party is legally able to do so, a worldwide, non-exclusive, non-royalty bearing license, under such know-how and patent rights, to enable the licensed Party perform its obligations under this Agreement and to manufacture and/or Commercialize Licensed Products in the Territory in accordance with the licenses and sublicenses granted in Sections 8.1 and 8.2 of this Agreement.
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Unblocking Licenses. (a) In the event that the Development, manufacture or Commercialization of JCV Assays in the Territory by Biogen Idec or any of its Affiliates would, at any time during the Term, misappropriate and/or infringe any Patent, Know-how or other Intellectual Property Controlled by Elan or any of its Affiliates that is not transferred to Biogen Idec hereunder (including Patents, Know-how or other Intellectual Property Controlled by Elan or any of its Affiliates after the Closing Date), Elan hereby grants to Biogen Idec and its Affiliates (and shall cause its Affiliates to grant to Biogen Idec and its Affiliates), a worldwide, non-exclusive, non-royalty-bearing license, with the right to sublicense, under such Patent, Know-how and other Intellectual Property to Develop, make, have made, use, market, sell, distribute, export, import, offer for sale, have sold, or distributed or imported JCV Assays in the Territory. For the sake of clarity, the license granted under this Section 8.1(a) shall not extend to assays or other methods, processes or procedures other than JCV Assays in the Territory. (b) Biogen Idec hereby grants to Elan and its Affiliates (and shall cause its Affiliates to grant to Elan and its Affiliates) a worldwide, co-exclusive with Biogen Idec, non-royalty-bearing license, with the right to sublicense, under any Licensed Transferred Intellectual Property to develop, make, have made, use, market, sell, distribute, export, import, offer for sale, have sold, or distributed or imported products that are not Alpha-4 Integrin Products and/or JCV Assays in the Territory. For purposes of this Section 8.1(b), “Licensed Transferred Intellectual Property” means the Elan Patents and Elan Know-how included in the Transferred Intellectual Property that (i) relate to any Alpha-4 Integrin Product (including any Licensed Product) or JCV Assay, or to PML or JCV, or are useful to Develop, make, have made, use, market, sell, distribute, export, import, offer for sale, have sold, or distributed or imported Alpha-4 Integrin Products and/or JCV Assays and (ii) are useful to develop, make, have made, use, market, sell, distribute, export, import, offer for sale, have sold, or distributed or imported one or more products other than Alpha-4 Integrin Products or JCV Assays.
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Unblocking Licenses. 45 8.4 Right to Grant Licenses/Sublicenses............................. 45 8.5 ICOS In-License................................................. 46 8.6
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Unblocking Licenses. In the event that the activities related to Development and/or the manufacture and/or Commercialization of Licensed Products in the Field and Territory by a Party, an Affiliate of a Party or Third Party as authorized by this Agreement would, during the term of this Agreement, misappropriate any know-how and/or infringe any patent rights Controlled by the other Party or its Affiliates that are not covered by the licenses and sublicenses granted to it under Sections 8.1 and/or 8.2, each Party hereby grants to the other Party, to the extent such Party is legally able to do so, [ * ] license, [ * ], to enable the licensed Party to perform its obligations under this Agreement and to Develop, manufacture and/or Commercialize Licensed Products in the Field and Territory in accordance with the licenses and sublicenses granted in Sections 8.1 and 8.2 of this Agreement.
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Unblocking Licenses. Isis and its Affiliates shall secure the right to sublicense to Elan any Isis Blocking Invention made by Isis, Orasense or any of their respective Affiliates and/or sublicensees or any Independent Third Party under contract with Isis, Orasense or any of their respective Affiliates and/or sublicensees. Isis hereby grants to Elan a royalty free, world-wide, irrevocable, [***] license, including the right to grant sublicenses, to research, develop, make and have made, offer for sale, sell, import and export products incorporating the Isis Blocking [***] to practice the Elan Intellectual Property and/or Orasense Intellectual Property to the extent same could not otherwise be practiced without first obtaining a license to such Isis Blocking Invention.
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Unblocking Licenses. (a) Seller, on behalf of itself and its Affiliates, hereby grants to Purchaser and its Affiliates a perpetual, irrevocable, exclusive, royalty-free, fully paid-up, worldwide license (with the right to grant sublicenses through multiple tiers) under all Background IP to Exploit Products in the Field (the “Seller Unblocking License”). The Seller Unblocking License shall attach to and run with such Background IP as covenants and shall be obligations of and binding upon any successors, heirs, purchasers, and assigns of Seller whether by law, equity, contract, or bankruptcy. (b) Purchaser, on behalf of itself and its Affiliates, hereby grants to Seller and its Affiliates a perpetual, irrevocable, exclusive, royalty-free, fully paid-up, worldwide license (with the right to grant sublicenses through multiple tiers) under all Assigned Patents to Exploit products outside the Field (the “Purchaser Unblocking License”). The Purchaser Unblocking License shall attach to and run with such Patents as covenants and shall be obligations of and binding upon any successors, heirs, purchasers, and assigns of Seller whether by law, equity, contract, or bankruptcy.
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Unblocking Licenses. Upon grant of a license pursuant to Sections 8.00, -------------------- 8.01 or 8.02 above, CURAGEN shall grant to GW a non-exclusive, fully paid, irrevocable license throughout the Territory, to the extent CURAGEN has the right to grant such license, under CURAGEN's rights in and to CURAGEN Background Inventions, solely to the extent necessary to allow GW to practice the licenses granted herein and for no other purpose. The term of this Unblocking License shall be co-extensive with the term of the corresponding licenses granted above.
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Unblocking Licenses. In addition to any licenses provided by the Ancillary Agreements, in the event that the development, manufacture or commercialization of any Acquired Asset by any Tech Group Entity would misappropriate and/ or infringe any Patent, Trade Secret or other Intellectual Property Rights controlled by Cosmo or any of its Continuing Affiliates after the Closing Date, Cosmo hereby grants to the Tech Group Entities (and shall cause its Continuing Affiliates to grant to the Tech Group Entities), a non-exclusive, non-royalty-bearing license, with the right to sublicense, under such Patent, Trade Secret and other Intellectual Property Right to conduct the Business.
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Related to Unblocking Licenses

  • State Business Licenses The Servicer or the Certificateholder shall prepare and instruct the Trust to file each state business license (and any renewal thereof) required to be filed under applicable state law without further consent or instruction from the Instructing Party (as defined in the Trust Agreement), including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation.

  • Manufacturing License Subject to the terms of this Agreement, including without limitation Section 2.2, Theravance grants to GSK an exclusive license under the Theravance Patents and Theravance Know-How to make and have made API Compound or formulated Alliance Product in the Territory.

  • Permits/Licenses Contractor and all Contractor’s employees or agents shall secure and maintain in force such permits and licenses as are required by law in connection with the furnishing of services pursuant to this Contract.

  • Permits, Licenses, Etc Each of the Borrower and its Subsidiaries possesses all permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business. Each of the Borrower and its Subsidiaries manages and operates its business in accordance with all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to Environmental Permits.

  • 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.

  • Business License Prior to commencement of work, Consultant shall obtain a business license from City.

  • Licenses, etc The Borrower has obtained and does hold in full force and effect, all franchises, licenses, permits, certificates, authorizations, qualifications, accreditation, easements, rights of way and other consents and approvals which are necessary for the operation of its businesses as presently conducted, the absence of which is likely to have a Material Adverse Effect.

  • FCC Licenses (a) Each Mission Entity, and each Restricted Subsidiary of each such entity, holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.22, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC). The Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22. (b) No Mission Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station in question. Except as otherwise set forth on Schedules 5.22 and 5.22(c), each Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws. (c) Except as otherwise set forth on Schedule 5.22(c), no proceedings are pending or, to the knowledge of any Mission Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non-renewal or suspension of any applicable Broadcast License of such Mission Entity, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station, or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general. (d) All reports, applications and other documents required to be filed by the Mission Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein could not reasonably be expected to have a Material Adverse Effect, and except as otherwise set forth on Schedule 5.22(c), no Mission Entity nor any Restricted Subsidiary of a Mission Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Mission Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast License. (e) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

  • Licenses Awarded Vendor shall maintain, in current status, all federal, state and local licenses, bonds and permits required for the operation of the business conducted by awarded Vendor. Awarded Vendor shall remain reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the Agreement. TIPS and TIPS Members reserves the right to stop work and/or cancel an order or terminate this or any other sales Agreement of any awarded Vendor whose license(s) required for performance under this Agreement have expired, lapsed, are suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation.

  • 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.

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