FURTHER LICENSES Clause Samples
The 'Further Licenses' clause defines the parties' obligations regarding the granting or obtaining of additional licenses beyond those initially specified in the agreement. This clause typically outlines circumstances under which one party may be required to secure further permissions, such as when new intellectual property is developed or when the scope of use expands to new territories or technologies. Its core practical function is to ensure that all necessary legal rights are obtained for the parties to fully perform under the contract, thereby preventing future disputes or interruptions due to missing authorizations.
FURTHER LICENSES. Except as expressly provided herein, neither party grants the other party any rights or licenses under this Agreement.
FURTHER LICENSES. Subject to all provisions of this Agreement, including without limitation the timely payment of Fees, Adesto shall have the right to grant further licenses of no greater scope than the licenses granted to Adesto hereunder with respect to the Licensed Technology (and in no event to include any right to grant further licenses or sublicenses), but strictly subject to the terms of this SECTION 4 (“FURTHER LICENSES”). All such licenses shall be in a commercially reasonable, written format, shall be no less protective of Axon than of Adesto, and in any event shall be no less protective of Axon than this Agreement, and shall include an immunity for the benefit of Axon and its direct and indirect customers and remarketers under all intellectual property (including without limitation all patents, including any and all divisionals, continuations, re-examinations, renewals, provisionals, continuations-in-part, or re-issues) directly or indirectly owned or licensable by the licensee.
FURTHER LICENSES. AdStar may grant directly to Affiliates of Tribune or members of the CareerBuilder Network or to third parties the non-exclusive right to use the CareerBuilder Service solely as approved by Tribune and solely in connection with products or platforms developed by CareerBuilder or any other product or platform approved by Tribune.
FURTHER LICENSES. Avanir shall provide written notice to DRC USA in the event that Avanir shall enter into any additional license agreements with respect to the Patents in the Field in the Territory. The written notice to DRC USA shall provide full particulars, subject to any applicable confidentiality obligations of Avanir and shall confirm that the licensee has notice of and consented to the rights of DRC USA to the Patents.
FURTHER LICENSES. It is the intention of the Parties to ensure that the DQ Valuation Business and the Excluded Businesses each retain the ability to operate in their customary manner prior to the Closing, subject to and on the terms set forth in the Buyer Transition Services Agreement, Seller Transition Services Agreement, Master Services and License Agreement, and Patent License Agreement (the “Transition Agreements”).
FURTHER LICENSES. 4.6.1 If, during the Research Term, JPI identifies any Third Party-owned or -controlled intellectual property rights not Controlled by Arcturus on the Effective Date that JPI believes may be necessary or useful for the Research Program or the Exploitation of Selected NA Therapeutics, Licensed Compounds or Licensed Products, then upon JPI’s written request, the Parties will confer regarding whether it is necessary or useful for Arcturus to obtain rights to such Third Party-owned or –controlled intellectual property rights. If the Parties agree that it is necessary or useful for Arcturus to obtain such rights, Arcturus will use Commercially Reasonable Efforts to obtain such rights, provided that (i) […***…] and (ii) the Parties agree in writing to […***…]) and to the extent to which Section 5.6.3 will apply to royalties that become due by Arcturus to the Third Party as a result of JPI’s use of such intellectual property. Notwithstanding clause (i) above, if any milestone payment becomes due by Arcturus as a result of both (A) JPI’s and its Affiliates’ and sublicensees’ Exploitation of Selected NA Therapeutics, Licensed Compounds or Licensed Products and (B) Arcturus’ and its Affiliates’ and licensees’ Exploitation of products other than Selected NA Therapeutics, Licensed Compounds or Licensed Products (e.g., a commercial milestone payment that becomes due as a result of combined sales of Licensed Products by JPI and sales by Arcturus of products other than Selected NA Therapeutics, Licensed Compounds or Licensed Products exceeding a specified amount), then responsibility for payment of such milestone payment shall […***…]. JPI may obtain rights to independently pursue or obtain a license to any Third-Party rights, and JPI shall have no obligation to consult with Arcturus regarding the same.
4.6.2 No After-Acquired Third-Party IP will be deemed to be within the Control of Arcturus unless, prior to using any such intellectual property in a Research Program activity: (a) Arcturus provides to JPI a true, complete and correct written description of Arcturus’ royalty or milestone payment obligations to the applicable intellectual property; (b) Arcturus obtains JPI’s written consent to use such intellectual property in the Research Program or that such intellectual property be used by JPI; and (c) […***…] […***…]*. Should Arcturus obtain rights to After-Acquired Third-Party IP during the Research Term that Arcturus determines to be relevant to, and useful for the p...