Enjoinment of Use Sample Clauses

Enjoinment of Use. If a final judgment or administrative ruling is obtained enjoining or charging for the use of the Licensed Patent(s) or the Licensed Product as a result of a violation or infringement of intellectual property rights of another, AC shall at its expense procure the right to continue using the Licensed Patent(s) and Licensed Product. If the aforementioned obligation cannot be accomplished by AC on a commercially reasonable basis, in the event that an injunction prevents further sale or use of the Licensed Product, AC may terminate this Agreement and in such event AC shall refund to NV all fees and royalties paid by NV to AC hereunder with regard to Licensed Products sold by NV prior thereto as to which NV is required to refund payments.
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Enjoinment of Use. Provided Section 1.1 of this Agreement has not been terminated, if a final judgment or administrative ruling is obtained enjoining or charging for the use of the MabCure Hybridomas and/or the Licensed Products as a result of a violation or infringement of a patent, copyright, or other proprietary right, MabCure shall, at its option and at its expense, either: (a) procure the right to continue using the MabCure Hybridomas and/or the Licensed Products (as applicable); or (b) replace or modify them so they becomes non-infringing. If none of the aforementioned options has been effected by MabCure to the reasonable satisfaction of NewCo within six (6) months of such judgment or ruling, this Agreement will be deemed to be terminated and MabCure shall refund to NewCo the License Fee paid by NewCo, within three (3) months of the deemed termination date. If MabCure fails to refund the License Fee as provided above, such failure shall provide NewCo with the option (the “Option”) to purchase all the Technology (including all Confidential Information and intellectual property rights thereto) together with all license agreements and other contractual obligations of MabCure relating in any way to the Technology (the “Related Contracts” and together with the Technology, the “Purchased Assets”), free and clear of all encumbrances from MabCure (the “Option”) which may be exercised by NewCo within ten (10) days of the three (3) month anniversary of the termination date by giving written notice (“Notice of Exercise”) to MabCure. The Purchase Price for the Purchased Assets shall be USD one hundred thousand dollars ($100,000). Upon the exercise of the Option in accordance with the previous paragraph, a binding contract of purchase and sale between the parties will be deemed to come into existence on the terms set out below:
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Enjoinment of Use. Licensee's use of the Licensed Software under the terms of this Agreement is enjoined or Licensor determines that such use may be enjoined, then Licensor, at its sole option and expense, may either (i) procure for Licensee a license to continue using the Licensed Software in accordance with the terms of this Agreement; or (ii) replace or modify the allegedly infringing Licensed Software to avoid the infringement. If neither of the aforementioned options can be accomplished by Licensor on a commercially reasonable basis, in the event that an injunction prevents further use of the Licensed Software, either party may terminate the Agreement and Licensor will refund to Licensee (a) pre-paid unused Maintenance Fees, and (b) the License Fees paid by Licensor.
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Related to Enjoinment of Use

  • Musculoskeletal Injury Prevention and Control (a) The Hospital in consultation with the Joint Health and Safety Committee (JHSC) shall develop, establish and put into effect, musculoskeletal prevention and control measures, procedures, practices and training for the health and safety of employees.

  • PREVENTION OF BRIBERY 30.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:

  • SOFTWARE PIRACY PROHIBITION State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions.

  • Certification Regarding Prohibition of Boycotting Israel (Tex Gov. Code 2271) If (a) Vendor is not a sole proprietorship; (b) Vendor has ten (10) or more full-time employees; and (c) this Agreement or any agreement with a TIPS Member under this procurement has value of $100,000 or more, the following certification shall apply; otherwise, this certification is not required. Vendor certifies, where applicable, that neither the Vendor, nor any affiliate, subsidiary, or parent company of Vendor, if any, boycotts Israel, and Vendor agrees that Vendor and Vendor Companies will not boycott Israel during the term of this Agreement. For purposes of this Agreement, the term “boycott” shall mean and include refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory but does not include an action made for ordinary business purposes. When applicable, does Vendor certify? Yes

  • Non Competition and Non Interference During the period of his employment with the Company or its affiliates and for the one-year period after the termination of his employment with the Company and its affiliates, Employee will not, directly or indirectly:

  • PRIORITY OF USE Any schedule or milestone in this Agreement is estimated based upon the Parties' current understanding of the projected availability of NASA goods, services, facilities, or equipment. In the event that NASA's projected availability changes, Partner shall be given reasonable notice of that change, so that the schedule and milestones may be adjusted accordingly. The Parties agree that NASA's use of the goods, services, facilities, or equipment shall have priority over the use planned in this Agreement. Should a conflict arise, NASA in its sole discretion shall determine whether to exercise that priority. Likewise, should a conflict arise as between two or more non-NASA Partners, NASA, in its sole discretion, shall determine the priority as between those Partners. This Agreement does not obligate NASA to seek alternative government property or services under the jurisdiction of NASA at other locations.

  • Prevention of Corruption The Contractor shall not offer, give, or agree to give anything, to any person an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of the Contract or for showing or refraining from showing favour or disfavour to any person in relation to the Contract.

  • Non-Solicitation; Non-Interference During the Term and for a period of one year following the termination of the Executive’s employment for any reason, the Executive agrees that he/she will not, directly or indirectly, for the Executive’s benefit or for the benefit of any other person or entity, do any of the following:

  • Management of Special and Technical Environment Each certificated support person demonstrates an acceptable level of performance in managing and organizing the special materials, equipment and environment essential to the specialized programs.

  • Enforcement of Proprietary Rights I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

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