Virage Logic and Licensee Sample Clauses

Virage Logic and Licensee anticipate that the electronic delivery of the Electronic Deliverables shall not be subject to a sales tax. In the event a sales tax is assessed, the tax provisions in the Master License shall apply.
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Virage Logic and Licensee anticipate that the electronic delivery of the Electronic Deliverables shall not be subject to a sales tax. In the event a sales tax is assessed, Licensee shall pay, indemnify, and hold Virage Logic harmless from such tax, including but not limited to any sales, use, excise, import, export, value added, or other tax resulting from the license or use of the Electronic Deliverables not based on Virage Logic’s net income. The taxes Licensee may pay pursuant to this section are in addition to any other payment due under the pertinent Program Schedule or the Agreement. Licensee’s obligation to pay taxes shall survive the termination or expiration of pertinent Program Schedule or the Agreement PROGRAM SCHEDULE Program Schedule No. DCW1011-2, effective as of the last signature hereto, (the “Program Schedule Effective Date”) to the Master License Agreement (“Master License”) dated as of the last signature hereto between Virage Logic Corporation (“Virage Logic”) and Wintegra, Inc. and its wholly owned subsidiary Wintegra Ltd. (“Licensee”). LICENSEE: Virage Logic Corp. Address for Notices: Address for Notices: Wintegra, Inc Virage Logic Corporation 7000 X. XxXxx Xxxxxxxxxx, Xxx 000 40000 Xxxxxxx Xxxxxxx Xxxxxx, XX 00000 Fxxxxxx, XX 00000 Attn: Kxxx Xxx-Xxx (000)000-0000 Attn: Vxx Xxxxxxx (000) 000-0000 Process Silicon Manufacturer Micron LM Voltage Taiwan Semiconductor 0.18u 3,4,5,6 1.8 Designated Hardware System Licensed Materials Lic. Type Mfg. Model Noce ID # Custom-Touch Memory Instance per SOW# 120400CRAIG1.0, Attachment A, Spec # WIN- [†], TSMC .18u standard process N/A Sun Solaris N/A Custom-Touch Memory Instance per SOW# 120400CRAIG1.0, Attachment B, Spec # [†] TSMC .18u standard process N/A Sun Solaris N/A Single Project, Custom-Touch Memory Instances, 28 configurations or less of ASAP High Density family including 1P-SRAM, DP-SRAM, 2p RF, via-ROM, Sync, 0.18u TSMC standard process (Delivery: 1 week ARO), includes re-spins of same chip, no derivatives. N/A Sun Solaris N/A Custom-Touch Memory Compiler, front-ends only (no GDS) [†] 0.18u TSMC standard process (Delivery: 2 weeks ARO) floating site license Sun Solaris N/A Custom-Touch Memory Compiler, front-ends only (no GDS) [†] 0.18u TSMC standard process (Delivery: 2 weeks ARO) floating site license Sun Solaris N/A Custom-Touch Memory Compiler, front-ends only (no GDS) [†] 0.18u TSMC standard process (Delivery: 2 weeks ARO) floating site license Sun Solaris N/A [†] Information redacted pursuant to a confiden...
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Virage Logic and Licensee anticipate that the electronic delivery of the Electronic Deliverables shall not be subject to a sales tax. In the event a sales tax is assessed, Licensee shall pay, indemnify, and hold Virage Logic harmless from such tax, including but not limited to any sales, use, excise, import, export, value added, or other tax resulting from the license or use of the Electronic Deliverables not based on Virage Logic’s net income. *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
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Related to Virage Logic and Licensee

  • Sublicensee The term “

  • Licensee Licensee represents and warrants that:

  • Sublicensees Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times.

  • Sales to Third Parties Material purchased from the Joint Property by third parties shall be credited by Operator to the Joint Account at the net amount collected by Operator from the buyer. If the sales price is less than that determined in accordance with the procedure set forth in Section 5.2, then approval by the Operating Committee shall be required prior to the sale. Any claims by the buyer for defective materials or otherwise shall be charged back to the Joint Account if and when paid by Operator.

  • Distributor The Distributor represents and warrants that: (i) the Distributor is a limited partnership duly organized and in good standing under New York law; (ii) the Distributor is registered as a broker-dealer under federal and applicable state securities laws and is a member of the NASD; and (iii) the Distributor is registered as an investment adviser under federal securities laws.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

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

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