Permitted Licensing Agreement definition

Permitted Licensing Agreement means (i) licenses of off-the-shelf software that is commercially available to the public, (ii) intercompany licenses or grants of rights for development, manufacture, production, commercialization (including commercial sales to end users), marketing, promotion, co-promotion, sales or distribution, which may be exclusive if each party to such license or grant is an Obligor at the time such license or grant is entered into, (iii) each license agreement existing on the Closing Date and set forth on Schedule 2 and (iv) any out-bound license granted for the use of Intellectual Property of any Obligor for development, manufacture, production, commercialization (including commercial sales to end users), marketing, promotion, co-promotion, sales or distribution of any Product, in each case, entered into in the Ordinary Course, which license may be (A) non-exclusive or exclusive if the territorial scope of such license is outside the United States and (B) with respect to the United States as the licensed territory, may only be non-exclusive (and shall not be exclusive) and may only be granted to service providers, including contract research organizations, contract manufacturing organizations, clinical trial sites
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Permitted Licensing Agreement means any License Agreement not prohibited hereunder, including, for the avoidance of doubt, any Specified License Agreement.
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Permitted Licensing Agreement means (A) any outbound non-exclusive license for the use of the Intellectual Property of the Company or any of its Subsidiaries entered into in the Ordinary Course, (B) exclusive licenses limited (i) in territory solely with respect to a specific country or geographic region outside of the United States or (ii) to the promotion, manufacture or sale solely of products other than the Product, in each case (i) and (ii) for the use of the Intellectual Property of the Company or any of its Subsidiaries entered into in the Ordinary Course, (C) any promotion, manufacture or other collaborative arrangements with a third party in which the Company or any of its Subsidiaries grants a third party licenses under any of its Intellectual Property, but does not grant such third party the right to sell the Product; provided, that with respect to each such license described in clauses (A) through (C), the license (w) is negotiated at arm’s length for fair market value, (x) does not provide for a sale or assignment of any such Intellectual Property, (y) does not restrict the ability of the Company or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on any such Product Intellectual Property, and (z) is commercially reasonable (as determined by the Company in good faith) or (D) any license to which the Administrative Agent consents (such consent not to be unreasonably withheld).
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More Definitions of Permitted Licensing Agreement

Permitted Licensing Agreement means (a) licenses of off-the-shelf software that is commercially available to the public, (b) intercompany licenses or grants of rights for development, manufacture, commercialization, marketing, promotion, co-promotion, sales or distribution of any Purchased Product, (c) each license agreement existing as of the date hereof and (d) any in-bound or out-bound license granted for the use of Purchased Intellectual Property (as defined in the APA) or any other intellectual property included in the Collateral for the development, manufacture, commercialization, marketing, promotion, co-promotion, sales or distribution of any Purchased Product or otherwise, in each case, on behalf of Crystalys. ​ ​
Sample 1
Permitted Licensing Agreement means any non-exclusive or exclusive outbound license for the use of Product Intellectual Property entered into in the Ordinary Course; provided, that the license (i) is negotiated at arm’s length for fair market value, (ii) is approved by the Board, (iii) does not restrict the ability of Company or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise dispose of any such Product Intellectual Property, (iv) is commercially reasonable, (v) does not provide for a sale or assignment of any Intellectual Property and (vi) if exclusive, (A) is suitably limited in scope with respect to only geographical territory outside the United States and so as to be commensurante with the Development and Commercialization rights granted to the licensee or (B) is with respect to only any delivery device or mechanism that delivers a pharmaceutical product (including the precision olefactory delivery platform technology known as POD Technology) other than for use in connection with any individual indication or variation of Trudhesa or any combination ofTrudhesa, or any indication or variation thereof, with any other product.
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Related to Permitted Licensing Agreement

  • Licensing Agreement means a commercial agreement between a design approval holder and a production approval holder (or applicant) formalizing the rights and duties of both parties to use the design data for the purpose of manufacturing the product or article.

  • Permitted License means any non-exclusive license of patent rights of Borrower or its Subsidiaries so long as all such Permitted Licenses are granted to third parties in the Ordinary Course of Business, do not result in a legal transfer of title to the licensed property, and have been granted in exchange for fair consideration.

  • Software licensing agreement means any agreement, regardless of how designated, that defines the intellectual property rights for, or the rights to use, any software product. A software licensing agreement must address only terms directly associated with licensing the right to use the software and must not address any of the work governed by the contract or any services (other than warranty services regarding the software code or associated documentation).

  • Permitted Licenses are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.

  • Intercompany License Agreement means any cost sharing agreement, commission or royalty agreement, license or sublicense agreement, distribution agreement, services agreement, intellectual property rights transfer agreement, any related agreements or similar agreements, in each case where all parties to such agreement are one or more of the Company or a Restricted Subsidiary.

  • Restricted License is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Cross License Agreement means that certain Cross License Agreement between and among Medarex, Cell Genesys, Inc., Abgenix, Inc., Xenotech, L.P. and Japan Tobacco Inc., dated March 26, 1997.

  • Patent License Agreement means the Patent License Agreement substantially in the form of Exhibit C.

  • License Agreements shall have the meaning set forth in Section 8.11 hereof.

  • Sublicense Agreement means any agreement or arrangement pursuant to which Licensee (or an Affiliate or Sublicensee) grants to any third party any of the license rights granted to the Licensee under the Agreement.

  • Trademark License Agreement means that certain Trademark License Agreement in substantially the form attached hereto as Exhibit F.

  • Company License Agreements means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $25,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

  • Licence Agreement means an agreement (whether or not in writing) between the owner of student accommodation and a student giving a licence to the student;

  • Intellectual Property License Agreement means the intellectual property license agreement substantially in the form attached as Exhibit B to the Contribution and Distribution Agreement.

  • End User License Agreement means a license grant or end user license agreement governing software as further described in this Agreement or any applicable Appendix.

  • License Agreement means the agreement between SAP (or an SAP SE Affiliate, or an authorized reseller) under which Customer procured the rights to use SAP Software or a Cloud Service.

  • Software License Agreement means the Motorola Software License Agreement (Exhibit A).

  • Third Party Agreement has the meaning provided in Section 5(a) hereof.

  • Tri-Party Agreement shall have the meaning set forth in Section 6.4 hereof.

  • IP Agreement is that certain Intellectual Property Security Agreement executed and delivered by Borrower to Bank dated as of the Effective Date.

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

  • SCM Agreement means the Agreement on Subsidies and Countervailing Measures in Annex 1A to the WTO Agreement;

  • Inbound Licenses means, collectively, any Contract (including covenants not to xxx) or other permission pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s IP, or any Contract pursuant to which Seller obtains a right to access or exploit a Person’s IP in the form of commercially available object code software or services, such as a software as a services Contract or a cloud services Contract.

  • leasing agreement means an agreement by which one person (the lessor) grants a right to possession or control of an object (with or without an option to purchase) to another person (the lessee) in return for a rental or other payment;

  • IP License Agreement shall have the meaning set forth in Section 1.2.