Distribution and License Agreement Sample Clauses

Distribution and License Agreement. (1) To implement EBI's cooperation contemplated in Section 4.02, EBI shall and all parties hereto shall cause NEWCO to enter into a Distribution and License Agreement (the "Distribution and License Agreement") as soon as practical after the incorporation of NEWCO.
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Distribution and License Agreement. The Company and Buyer shall enter into a reciprocal Distribution and License Agreement in the form attached hereto as Exhibit "D".
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Distribution and License Agreement. WFHC and Fourxxxx xxxee to negotiate in good faith the final terms of and enter into a Distribution and License Agreement (the "Definitive Agreement") under which Fourxxxx xxxl grant to WFHC an exclusive right (subject to certain exceptions) to market, use, distribute and sell Product (as defined below) in the United States (including its territories and possessions and Puerto Rico) (the "Territory") for a period of seven years. "Product" means the Esclim(TM) estrogen transdermal system consisting of a twice weekly patch in various strengths as currently approved by the United States Food and Drug Administration ("FDA"), together with any new dosages and a seven-day Esclim(TM) patch (if approved by the FDA), but excluding any combination transdermal system. Under the Definitive Agreement, Fourxxxx xxxl granx xx exclusive license to WFHC to use the trademark Esclim(TM) in connection with the Product in the Territory. The Definitive Agreement will contain representations, warranties, covenants and indemnities of WFHC and Fourxxxx xxxtomary in a transaction of this type. The Definitive Agreement may be terminated (among other reasons) upon a "change of control" of the other party; by Fourxxxx xx WFHC does not raise $15 million by December 31, 1999; or by WFHC if Product meeting its initial purchase order is not delivered as provided therein.
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Distribution and License Agreement. The Therapeutics Group or one of its affiliates (as licensor) shall enter into a distribution and license agreement with Barbco granting Barbco exclusive commercialization rights for the Product for the world, other than the United States, for a ten (10) year term (the “Therapeutics Distribution and License Agreement”). Under the Therapeutics Distribution and License Agreement: (a) the Therapeutics Group (or its affiliates) will provide no representations or warranties in respect of the I-IP; and (b) the Company Group shall have no minimum sales or other commercialization requirements. Barbco shall pay to Therapeutics Group or one of its affiliates a fee of 22.5% of gross sales in consideration thereof. Under that agreement (or in a separate agreement) the Therapeutics Group shall be entitled to source Product from the Company Group in respect of its own commercialization of the Product in the United States and to tag onto its own orders of Product (so as to meet minimum batch sizes etc.) at cost.
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Distribution and License Agreement. 21 6. CONDITIONS TO OBLIGATION TO CLOSE.................................. 21 6.1 Conditions to Obligation of the Buyer...................... 21 6.2 Conditions to Obligation of the Company and Shareholder.... 22
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Distribution and License Agreement. If the License Agreement is terminated in accordance with Section 2.11 thereof such that the Distribution Agreement is in effect, then: (a) all references in this Agreement to the License Agreement (other than the definition of License Agreement in Section 1.1) shall thereafter be deemed to be references to the Distribution Agreement, (b) the defined terms specified in Part 1 of Schedule 1.4 shall thereafter replace the corresponding terms in Section 1.1, and (c) references to specific provisions of the License Agreement in this Agreement shall be deemed to be references to the corresponding provisions in the Distribution Agreement, including as more particularly set out in Part 2 of Schedule 1.4.
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Related to Distribution and License Agreement

  • 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.

  • Distribution Agreement This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company. The transactions contemplated by this Agreement have been duly authorized by the Company.

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Termination of License Agreement This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Distribution of Agreement The Employer agrees to make available to each employee a copy of this Agreement and to provide a copy of the same Agreement to all new employees entering the employment of the Employer.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • 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.

  • Vendor’s Specific Warranties, Terms, and License Agreements Because TIPS serves public entities and non-profits throughout the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not typically accept a Vendor’s specific “Sale Terms” (warranties, license agreements, master agreements, terms and conditions, etc.) on behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a separate agreement between Vendor and the Member in order to be effective.

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