Xxxxxxx License. Genzyme acknowledges and agrees that, in accepting the grant of certain of the licenses hereunder, it shall be subject to and shall assume certain terms and conditions of the Xxxxxxx License (as such agreement may be amended from time to time) as if those terms and conditions were imposed on Genzyme itself. These terms and conditions include, without limitation, the payment of royalties, the furnishing of reports, the retention of records, and audit rights. In the event of any conflict or inconsistency between any applicable provision of this Agreement and the provisions of the Xxxxxxx License, the provisions of the Xxxxxxx License shall prevail.
Xxxxxxx License. If Aptein or any of its Affiliates is required to pay cash or other consideration to reduce the royalty rates payable under the Xxxxxxx License following the Effective Date, Genzyme shall pay Aptein, within thirty (30) days following receipt of a written invoice therefor, in an amount equal to [***] of the amounts paid by Aptein or its Affiliate to reduce such royalty rates; provided, however, in no event shall Genzyme be required to pay more than [***] in the aggregate pursuant to the provisions of this paragraph. In the event that Aptein or any of its Affiliates pays non-monetary consideration (e.g., stock) to reduce the royalty rates payable under the Xxxxxxx License, Genzyme’s obligations under this Section 4.7 shall be calculated based on the fair market value of such consideration. No amounts paid by Aptein, its Affiliates or Genzyme pursuant to this Section 4.7 shall be considered Program Costs.
Xxxxxxx License. 4.1 When you use the services provided by us, you must not:
Xxxxxxx License. Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Products on, and directing end users to, xxxxxxxxxxxxx.xxx in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sub licensable, non-exclusive, royalty- free license to (a) copy and display the Content solely on your site; (b) copy and display only that content which has been approved to be posted and (c) use only those of our trademarks and logos that we may make available to you as part of Content solely on your site and in accordance with the Affiliate Program Trademark Guidelines. The license set forth in this Section will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Operating Agreement or any Operational Documentation, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the license set forth in this Section in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and xxxxxxxxxxxxx.xxx proprietary content and trademarks with respect to which the license set forth in this Section is terminated or as we may otherwise request from time to time.
Xxxxxxx License. Subject to Section 6.1.2 and 6.1.4, DexCom, effective as of the Effective Date, hereby grants to Xxxxxxx and its Affiliates an irrevocable, perpetual, exclusive license (exclusive even as to DexCom, except to the extent necessary for DexCom to perform its activities and exercise its rights under this Agreement and subject to Sections 6.1.3 and 11.7), with the right to grant sublicenses in accordance with the provisions of Section 6.3 hereof, under the DexCom Technology, to develop, make, have made, use, import, export, distribute, market, offer for sale and sell, Licensed Product, and to otherwise practice in any and all respects the DexCom Technology, in the Xxxxxxx Field, in the Territory (the license granted under this Section 6.1.1 is sometimes referred to herein as the “Xxxxxxx License”). Except for Xxxxxxx’ obligations (subject to the terms and conditions of this Agreement) to pay Revenue Sharing, a share of sublicense revenues as provided under Section 6.3.3, or Royalties arising from Net Sales of Sensor Disposables, the Xxxxxxx License shall be deemed fully paid-up and royalty-free.
Xxxxxxx License. As of the Initial Closing Date, Buyer shall grant Seller a royalty-free, non-exclusive, non-transferable, perpetual license("Xxxxxxx License") for the Xxxxxxx-Bermuda student loan servicing software and source code (the "Xxxxxxx Software"), for the sole and limited purpose to enable Seller to provide student loan servicing services, consistent with the services being provided by Seller as of the Initial Closing Date and in accordance with the terms of the Contracts relating thereto as of the Initial Closing Date, to the following licensees: (i) Delta Junior College and Louisiana Art Institute, (ii) St. Xxxxxxxx University, (iii) Golden Gate University and (iv) the School of Visual Arts (each a "University Licensee"). Both the Xxxxxxx License and the Xxxxxxx Software are provided to Seller on an "as is" basis. BUYER EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT WILL BUYER BE LIABLE TO SELLER AND/OR TO ANY UNIVERSITY LICENSEE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA OR LOST PROFITS ARISING FROM OR RELATING TO THE XXXXXXX SOFTWARE AND/OR THE XXXXXXX LICENSE, IN WHOLE OR IN PART. FURTHER, THE PARTIES AGREE THAT, EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THIS SECTION 13.8 AND THE XXXXXXX LICENSE GRANTED HEREUNDER SHALL NOT BE GOVERNED BY THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT ("UCITA"). IN THIS REGARD, THE PARTIES EXPRESSLY WAIVE THE APPLICATION OF ALL PROVISIONS OF UCITA TO THIS SECTION 13.8 OF THIS AGREEMENT.
