Irrevocable License. Effective automatically upon Ocera’s receipt of the Upfront Payment, the License becomes irrevocable. Accordingly, Ocera acknowledges and agrees that the License shall then continue in effect, notwithstanding any event, including a material breach, or the termination or expiration, of this Agreement. Notwithstanding anything to the contrary in this Agreement, Ocera shall have no obligation to disclose to Licensee the existence or scope of any Ocera Non-Exclusive Patents or Ocera Exclusive Know-How, other than what is disclosed in the Exhibits to this Agreement or is disclosed as part of the Technology transfer under Section 2.2.
Irrevocable License. The Parties hereby agree to amend the ------------------- Technology Agreement by (i) deleting the phrase "grants to AMRC a license" in the first line of Section 2(a) thereof, and inserts in its stead the phrase "grants to AMRC an irrevocable license" and (ii) deleting the phrase "grants to AMRC a license" in the first line of Section 2(b) thereof, and inserts in its stead the phrase "grants to AMRC an irrevocable license".
Irrevocable License. In addition, in the event of an LSC Event of Default, the Sublicense granted in Section 2 shall become irrevocable, fully paid-up and non-royalty bearing.
Irrevocable License. In addition, in the event of an LSC Event of Default, the License granted in Section 2 shall become irrevocable, fully paid-up and non-royalty bearing.
Irrevocable License. Notwithstanding any other provision to the contrary in the Agreement, the First Amendment or this Second Amendment, Licensee shall have the irrevocable right to continue to use the Intellectual Property to develop, manufacture, market and sell Product both during the term of the Agreement and after termination or expiration of the Agreement or the First Amendment, including the right to permit BI Pharma to use the Intellectual Property to produce Product for Licensee; provided, however, that LB shall have the right to terminate the rights and licenses granted to Licensee in the event that Licensee breaches the Agreement by unauthorized release of Materials, Cell Lines or Material Know-How. Such termination shall take effect sixty (60) days after written notice by LB to Licensee specifying such breach, unless such breach is cured prior to the expiration of such sixty (60) day period.
Irrevocable License. All Intellectual Property Rights in or relating to the Work, including any incorporated into any of the Deliverables, shall remain the sole property of Contractor or its respective Subcontractors and Suppliers, subject to the license herein granted. With respect to the Deliverables and other Intellectual Property Rights used or delivered in the performance of the Work, Contractor hereby grants to Owner (for use by Owner and its employees, contractors and agents) an irrevocable, perpetual, nonexclusive, royalty-free, fully paid-up, transferable (subject to the limitations in Section 12.5), world-wide license to use such Intellectual Property Rights included or contained in or incorporated into the Deliverables in connection with the construction, operation, maintenance, repair, modification, completion of the Work in the event of termination, installation, erection, startup, commissioning, training of personnel, addition, improvement, alteration and decommissioning of the Facility, and any component thereof (collectively, the “Permitted Purposes”). Owner may, further, at no cost to Owner, use such Deliverables for the maintenance and repair of (and for additions, improvements, changes or alterations to) the Facility. The foregoing rights include the rights to retain, copy, execute, modify, create derivative works of, and otherwise use copies of the Deliverables and the Intellectual Property Rights and the information contained therein or related thereto for the Permitted Purposes with respect to the Facility and as otherwise provided in this Agreement. Notwithstanding the foregoing, Owner acknowledges that the Deliverables are prepared and furnished by Contractor pursuant to this Agreement and are not intended or represented to be suitable for use or reuse by Owner or others on any project other than the Project or on any future projects. Any use or reuse on any project other than the Project or on any future project without prior written verification or adaption by Contractor for the specific purpose intended will be at Owner’s sole risk and without liability or legal exposure to Contractor.
Irrevocable License. The Service Provider hereby grants to MFA and persons authorized by MFA a royalty-free, non-exclusive and irrevocable license to publish, translate, reproduce, deliver, perform and dispose of all data or inventions now or hereafter covered by copyright or patent, provided. With respect to data not originated in the performance of this Agreement, such license shall be granted only to the extent that the Service Provider has the right to grant such license without becoming liable to pay compensation to others because of such grant.
Irrevocable License. Contractor hereby grants to Owners (and their Affiliates) an irrevocable, permanent, transferable, sublicensable, nonexclusive, fully assignable, royalty-free, paid-up license to copy, perform, display, and otherwise use the Information and Intellectual Property to allow Owners (whether by them or their Affiliates’ employees, independent contractors or agents) to operate, maintain, repair, train personnel, modify, improve, and alter the Work, any Component or replacement thereof. Owners have the right to retain, copy, execute, modify, create derivative works of, and use copies of the Information and the Intellectual Property and the information contained therein or related thereto for the foregoing purposes.
Irrevocable License. In consideration of LMAT’s agreement to pay the Purchase Price under Section 3(a), HJL hereby grants to LMAT an exclusive, fully paid up, royalty-free, worldwide, transferable, sublicenseable, perpetual and irrevocable right and license to use (and have used), make (and have made), reproduce, and make (and have made) derivative works of the Licensed Intellectual Property (“IP License”) in all fields other than with respect to (i) surgically implantable (non-percutaneous delivery) bioprosthetic heart valves derived from porcine tissue, (ii) surgically implantable (non-percutaneous delivery) bioprosthetic venous valves derived from porcine tissue and (iii) surgically implantable internal diameter 3mm Coreograft® coronary artery bypass prosthetic graft ((i), (ii) and (iii) constituting the “Specified Products”). For the avoidance of doubt, the exclusive nature of the IP License granted to LMAT means HJL may not use or transfer the Licensed Intellectual Property for any purpose other than the manufacture of the Specified Products by HJL or any acquirer of HJL or any acquirer of a Specified Product, as the right to use (and have used), make (and have made), reproduce, and make (and have made) derivative works of the Licensed Intellectual Property for any purpose other than the manufacture of the Specified Products vests solely in LMAT and its transferee(s).
Irrevocable License. For the avoidance of doubt, and subject to the termination rights of Cytori provided in Section 8.3(c) of the Shareholders Agreement, the license granted to NewCo under Section 2.1.1 shall not be subject to revocation by a Party or be otherwise affected by any matter whatsoever, including, without limitation, termination of this Agreement, breach of this Agreement by NewCo, impossibility, impracticality, frustration of purpose, force majeure, acts of governments or the insolvency of either Party. In view of the fact that such license granted to NewCo by Cytori is irrevocable, any breach by NewCo of any restriction or obligation connected with this license grant shall entitle Cytori to recovery of reasonable attorneys fees associated with enforcing this Agreement..
