UW License Sample Clauses

UW License. RGX shall:
Sample 1
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UW License. RGX has provided QLT with a true and complete copy of the UW License and the UW License is in full force and effect, has not been assigned, transferred or sublicensed by RGX (except to QLT under this Agreement), has not been amended or modified and RGX has not waived any of its rights thereunder;
Sample 1
UW License. RGX shall: (a) perform all of its obligations under the UW License (or under any other agreement with UW or any other source of rights licensed or sublicensed to QLT herein) to assure that each such agreement remains in full force and effect so that QLT may fully enjoy its full rights and benefits herein. Without limiting the foregoing, RGX shall be responsible for and pay on a timely basis and be responsible for all costs associated with the UW License (including, without limitation, any up-front fees, milestones and royalties owed to UW under such license); (b) not amend, modify or waive (or agree to any amendment, modification or waiver of) any term of the UW License without QLT’s prior written consent which consent, shall not be unreasonably withheld or delayed, provided, however, QLT shall be entitled to exercise its sole unfettered discretion in deciding whether to consent to any amendment, modification or waiver of any substantive right sublicensed to QLT or which would increase any payment by QLT as a sublicensee or would impose any new obligation upon QLT. (c) without limiting the foregoing, promptly give written notice to QLT of any proposed amendment, modification, waiver, breach, default, disturbance or termination of such UW License or other applicable agreement; (d) promptly (but no later than [***] Business Days, unless the notice from UW requires a response from RGX or QLT within a shorter time period in which case RGX will provide such notice to QLT immediately upon receipt by RGX) provide to QLT a copy of any notice received by RGX from UW pursuant to the UW License unless QLT has notified RGX that QLT has already received a copy of such notice directly from UW; (e) to the extent that RGX is entitled to approve or make a decision with respect to any matters arising under Sections [***] or under Articles [***] of the UW License, then, unless such decision relates to matters outside of the Field, RGX shall seek the direction of QLT, acting reasonably, and shall exercise its rights (or permit QLT to exercise such rights on its behalf) under the UW License in accordance with such direction; and (f) not enter into any agreement, arrangement or commitment with any person or entity that is inconsistent with or in derogation of RGX’s obligations to QLT under this Agreement or that would prevent it from carrying out its obligations under this Agreement. [***] Certain information in this document has been omitted and filed separately with the Secur...
Sample 1
UW License. RGX has provided QLT with a true and complete copy of the UW License and the UW License is in full force and effect, has not been assigned, transferred or sublicensed by RGX (except to QLT under this Agreement), has not been amended or modified and RGX has not waived any of its rights thereunder; (d) No Breach of UW License. Neither RGX nor, to RGX’s knowledge, UW is in material breach of such UW License and RGX does not know or have any reason to know that any such breach or claim of breach is imminent or reasonably foreseeable and RGX has obtained the consent, if required, of UW to the grant to QLT of the licenses granted to QLT under this Agreement; RGX is not obligated to pay any Third Party Royalties for, and is not a party to Third Party Licenses in respect of, the exercise by QLT of the license granted under Section 4.1, except as set out in the UW License; (e)
Sample 1

Related to UW License

  • License IO, which owns certain intellectual property rights to the name “Masterworks” hereby grants the Company effective upon the commencement of the Offering, a non-exclusive, royalty free license to use the name “Masterworks”. Other than with respect to this license, the Company will have no legal right to use the “Masterworks” name. In the event that the Administrator ceases to administer the Company’s operations, the Company will be required to change its name to eliminate the use of “Masterworks”.

  • Exclusive License Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor, upon the terms and conditions herein specified, a sole and exclusive license under the Licensed Patent Rights in the Territory, and in the Field of Use to develop, make, have made, import, have imported, use, offer to sell, sell, and otherwise commercialize Licensed Product(s).

  • 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.

  • Research License Each Collaborator shall allow the other Collaborator to practice any of its Non- Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial application(s) of Non-Subject Inventions, a license must be obtained from the owner.

  • Third Party License Pursuant to 15 U.S.C. § 3710a(b)(1)(B), if PHS grants Collaborator an exclusive license to a CRADA Subject Invention made solely by an ICD employee or jointly with a Collaborator employee, the Government will retain the right to require Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the CRADA Subject Invention in Collaborator’s licensed field of use on terms that are reasonable under the circumstances; or, if Collaborator fails to grant a license, to grant a license itself. The exercise of these rights by the Government will only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Collaborator; or (iii) Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. § 3710a(c)(4)(B). The determination made by the Government under this Paragraph is subject to administrative appeal and judicial review under 35 U.S.C. § 203(2).

  • 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.

  • Sublicense (a) The license granted in Paragraph 2.1 includes the right of LICENSEE to grant Sublicenses to third parties during the Term but only for as long as the license to Patent Rights is exclusive.

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner.

  • Trademark License System Agency grants to Grantee/Contractor, for the term of the Grant Agreement/Contract, 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/Contract, provided that such license is expressly conditional upon, and subject to, the following:

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

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