Use and Transfer Restrictions. Recipient acknowledges and agrees that the Materials are proprietary to and owned by ArQule and are or may be covered by claims of U.S. and international patents or patent applications of ArQule. Recipient agrees to use the Materials solely to screen them for potential pharmacological activity for Abbott using the assay procedure [previously disclosed to Abbott/set forth on EXHIBIT B]. Recipient agrees (i) not to transfer such Materials to any third party without the prior written consent of ArQule and Abbott, (ii) to permit access to the Materials only to its employees and consultants requiring such access, (iii) to inform such employees and consultants of the proprietary nature of the Materials, (iv) to take reasonable precautions, at least as stringent as those observed by Recipient to protect its own proprietary materials, to ensure that such employees and consultants observe the obligations of Recipient pursuant to this Section and (v) to execute and deliver any documents of assignment or conveyance that may be necessary to effectuate the ownership rights of ArQule in the Materials. Upon the expiration of this Agreement, Recipient shall, at the instruction of ArQule or Abbott, either destroy or return any unused Materials.
Use and Transfer Restrictions. Each party shall use the Technology and Information owned by the other party solely for purposes of conducting its obligations or exercising its rights under this Agreement, at its facilities, under commercially and scientifically reasonable containment conditions, and not for any other commercial, business or other use or purpose, without the prior express written consent of the other party. Except as otherwise provided in this Agreement, (a) a party shall not transfer or provide access to the Technology and Information owned by the other party to any Affiliate or Third Party; (b) a party shall not transfer or transport the Technology and Information owned by the other party from its facilities to any other location; (c) a party shall limit access to the Technology and Information owned by the other party to those of its employees working on its premises, to the extent such access is reasonably necessary to conduct its obligations or exercise its rights under this Agreement; and (d) a party shall not (and shall not attempt or purport to) assign, sell, have sold, lease, offer to sell or lease, otherwise transfer title to, or otherwise distribute or license, sublicense or otherwise commercialize or exploit, any Technology and Information owned by the other party or any interest therein.
Use and Transfer Restrictions. The Lessee shall use, and shall cause all occupants of the Leased Premises to use the Leased Premises only for residential use as permitted by the Declaration. Subject to the terms, covenants, conditions, restrictions, reservations and provisions of the Ground Lease, and so long as the Lessee is not in default of the Ground Lease, the Lessor covenants that the Lessee has the right not to be disturbed in its possession of the Leased Land by the Lessor or CLT, or their agents or successors. The Lessee may sell, transfer, or otherwise dispose of its interest in the Leased Premises only to Qualified Buyers, as defined in the Ground Lease. However, such transfers shall be subject to the Article X of the Ground Lease. Any purported sale, transfer or other disposition to any other person or entity done without following the procedures set forth in the Ground Lease, except in the case of a sale, transfer or other disposition to a Permitted Mortgagee in lieu of foreclosure or at a foreclosure sale or proceeding, or a disposition to heirs as described in accordance with the terms of the Ground Lease, shall be null and void. If CLT receives an Intent to Sell Notice or there is an occurrence of a Transfer Event, or b) a Default (as defined in Article XI) occurs, the Lessor shall have the First Option Right to either exercise its option to purchase the Residential Unit or to identify a purchaser to purchase the Residential Unit. The term “exercise” for purposes of the preceding sentence shall mean that the Lessor has provided notice to CLT (the “Exercise Notice”) on or before the expiration of the 3045-day period, that Lessor is going to purchase the Residential Unit or that Lessor has identified a purchaser to purchase the Residential Unit. If the Lessor does not exercise the First Option Right within such foregoing applicable period, or otherwise fails to respond within such period, then Lessor shall
Use and Transfer Restrictions. Recipient acknowledges and agrees that the Materials may be proprietary to and owned by Monsanto and/or Scriptgen and are or may be covered by claims of U.S. and international patents or patent applications of Monsanto and/or Scriptgen Recipient agrees to use the Materials solely to screen them for _______________________ use. Recipient agrees (i) not to transfer such Materials to any third party without the prior written consent of [Monsanto/Scriptgen], (ii) to permit access to the Materials only to its employees and consultants requiring such access, (iii) to inform such employees and consultants of the proprietary nature of the Materials, (iv) to take reasonable precautions, at least as stringent as those observed by Recipient to protect its own proprietary materials, to ensure that such employees and consultants observe the obligations of Recipient pursuant to this Section and (v) to execute and deliver any documents of assignment or conveyance that may be necessary to effectuate the ownership rights of Monsanto and/or Scriptgen in the Materials. Upon the expiration of this Agreement, Recipient shall, at the instruction of the party providing the Materials, either destroy or return any unused Materials.
Use and Transfer Restrictions. Cubist acknowledges and agrees that the Compounds (including without limitation all Active Compounds) are proprietary to and owned by Genzyme and or may be covered by claims of U.S. and international patents or parent applications of Genzyme. Cubist agrees to use the Compounds only for the purposes set forth in this Agreement. Cubist agrees (i) not transfer such Compounds to any third party without the prior written consent of Genzyme, (ii) to permit access to the Compounds only to its employees and consultants requiring such access, (iii) to inform such employees and consultants of the proprietary nature of the Compounds, and (iv) to take reasonable precautions, at least as stringent as those observed by Cubist to protect its own proprietary material, to ensure that such employees and consultants observe the obligations of Cubist pursuant to this Paragraph. Upon the expiration or termination of this Agreement, Cubist shall, at the instruction of Genzyme, either destroy or return any unused Compounds.
Use and Transfer Restrictions. As the licensee, you may physically transfer the Product from one computer to another provided that the Product is used on only one computer at a time. You may not distribute copies of the Product or Product manuals to others. You may not copy, modify, adapt, translate, transfer, reverse engineer, decompile, disassemble, or create derivative works based on the Product or any copy in whole or part except as expressly provided for in this license.
Use and Transfer Restrictions. Recipient acknowledges and agrees that the Compounds (including without limitation all Active Compounds) and the Compound Array are proprietarty to and owned by ArQule and are or may be covered by claims of U.S. and international patents or patent applications of ArQule. Recipient agrees to use the Compounds only for the purposes set forth in this Agreement. Recipient agrees (i) not to transfer such Compounds to any third party without the prior written consent of ArQule, (ii) to permit access to the Compounds only to its employees and consultants requiring such access, (iii) to inform such employees and consultants of the proprietary nature of the Compounds, and (iv) to take reasonable precautions, at least as stringent as those observed by Recipient to protect its own proprietary materials, to ensure that such employees and consultants observe the obligations of Recipient pursuant to this Section. Upon the expiration or termination of this Agreement, Recipient shall, at the instruction of ArQule, either destroy or return any unused Compounds.
Use and Transfer Restrictions. LICENSEE may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the SOFTWARE. LICENSEE may not modify, adapt, translate or create derivative works based on the written materials without the prior written consent of SCAPOS. The SOFTWARE shall not be filed on an unprotected server. Any use of the SOFTWARE for other business purposes of Licensee such as but not limited to consultancy -purposes and the royalty bearing or free of charge use of the SOFTWARE for providing services to third parties – e.g. as web-service -is excluded. LICENSEE must not distribute copies of the SOFTWARE or accompanying written materials to any third parties or allow any third parties to gain access to the SOFTWARE or accompanying written materials. LICENSEE must not sublicense or transfer the SOFTWARE to anyone without the prior written consent of SCAPOS. In cases where consent to transfer or sublicensing is granted LICENSEE shall secure that an authorized transferee of the SOFTWARE shall be bound by the terms and conditions of this License agreement and, in particular, its Limited Warranty. In no event LICENSEE may transfer, assign, rent, lease, sell or otherwise dispose of the SOFTWARE on a temporary or permanent basis except as expressly provided herein. Consent to transfer or sublicensing will not be granted – and is accordingly NOT permitted - where SOFTWARE is combined with software, documentation, or other materials that, in whole or in part, are governed by or are subject to a license which requires, as a condition of use, modification and/or distribution of the software subject to the license, that the software or other software combined and/or distributed with it be (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge. “Combined” in this respect shall also relate to static or dynamic linking.
Use and Transfer Restrictions. The Conveyance Instruments will contain City’s standard provisions restricting the use and transfer of the Sign Parcel and the City Parcel, respectively. The Conveyance Instruments will restrict the use of the Sign Parcel and the City Parcel for Project purposes only, unless the City approves of a different use in writing.
Use and Transfer Restrictions. As the licensee, you may request a one-time transfer of the Product from one PC to another. This must be done within one year of initial license registration. You may not distribute copies of the Product or Product manuals to others. You may not copy, modify, adapt, translate, transfer, reverse engineer, decompile, disassemble, or create derivative works based on the Product or any copy in whole or part except as expressly provided for in this license.
