LICENSE AND OPTION AGREEMENT. Landlord is the holder of the tenant’s, lessee’s or licensee’s interest under each Site Lease and is in possession of the property demised under each Site Lease (subject only to Tenant’s rights under this Lease) and, to the Actual Knowledge of Landlord, no other Person has any interest as tenant or lessee or licensee in or to said Site Lease or any rights to possession or occupancy of any portion of the property demised under any Site Lease except as described on Exhibit C hereto. There are no security deposits under any of the Site Leases. Landlord’s interest in each Site Lease is not subject to any Lien except as set forth in Exhibit C and the Licensee and Option Agreement. Each of the Site Leases is in full force and effect. Landlord (or a predecessor), as tenant under the Site Leases, has substantially performed all of its material covenants and material obligations thereunder. Neither Landlord nor any Affiliate has received or delivered any written notice under any of the Site Leases of any default or breach, and Landlord has no Actual Knowledge of any material breach or default of any of the Site Leases, which in either case remains uncured.
LICENSE AND OPTION AGREEMENT. On the Closing Date, Buyer and Seller shall execute a License and Option Agreement in substantially the form shown in Schedule 9.1.
LICENSE AND OPTION AGREEMENT generic versions of the PRODUCTS pursuant to the Product Agreement, dated as of October 8, 1993, by and between an AFFILIATE of HMRI and COPLXX (xxe "COPLXX XXXDUCT AGREEMENT"). Except as set forth in Schedule 2.3, HMR represent and warrant to MEDICIS as of the LICENSE EFFECTIVE DATE as follows: (i) pursuant to the COPLXX XXXDUCT AGREEMENT, COPLXX xxx the exclusive right to market and sell a generic version of certain products, including the PRODUCTS, that the AFFILIATE of HMR determines to allow to be marketed in a generic version or that become, or are about to become, subject to multi-source competition; (ii) the existing products distributed and marketed by COPLXX xxxer the COPLXX XXXDUCT AGREEMENT do not include a generic version of any of the PRODUCTS or any product containing any of the ACTIVE INGREDIENTS; (iii) in accordance with the terms of the COPLXX XXXDUCT AGREEMENT, an AFFILIATE of HMR has notified COPLXX xxxt the COPLXX XXXDUCT AGREEMENT will be terminated, effective June 1, 1999, and COPLXX xxx provided to an AFFILIATE of HMR its written acknowledgment of such termination of the COPLXX XXXDUCT AGREEMENT; (iv) neither HMR nor any of their AFFILIATES have granted to COPLXX xxx right to market, sell and/or manufacture a generic version of any PRODUCT or any product containing any or all of the ACTIVE INGREDIENTS; (v) neither HMR nor their AFFILIATES have sold to COPLXX xxx ACTIVE INGREDIENTS pursuant to the COPLXX XXXDUCT AGREEMENT; and (vi) to the actual knowledge of HMR, none of the PRODUCTS listed on Exhibit A under the caption "Loprox" are, or are about to become, subject to multi-source competition within the meaning of the COPLXX XXXDUCT AGREEMENT. HMR further represents, warrants and covenants that its interpretation of the COPLXX XXXDUCT AGREEMENT is that a product "is, or is about to become, subject to multi-source competition" in the TERRITORY if, when and only when the FDA has given final approval of an ANDA for a generic version of that product.
LICENSE AND OPTION AGREEMENT supply and delivery in CANADA of the products to MEDICIS, transition services, regulatory matters, intellectual property rights, promotion, marketing and other matters the parties may reasonably agree, and as may be necessary or appropriate to reflect the Canadian context, Canadian law and regulations and other matters mutually deemed relevant by the parties.
LICENSE AND OPTION AGREEMENT including reimbursement of MEDICIS for any out-of-pocket costs incurred by MEDICIS as a result of such action. To the extent that any such actions during the TERM do not primarily relate to or arise out of any of the foregoing, MEDICIS shall be solely responsible for all costs and expenses of or associated with any such actions, including reimbursement of HMR therefor.
LICENSE AND OPTION AGREEMENT and other health care professionals, as such programs may from time to time exist. MEDICIS shall keep such records and make such reports as shall be reasonably necessary to document such communications in compliance with all applicable regulatory requirements. Except in the case of medical emergency, HMR shall refer all questions relating to the PRODUCTS sold in the TERRITORY raised by health care professionals and customers to MEDICIS for its response. In the case of medical emergency questions handled by HMR, HMR shall provide MEDICIS with a report identifying the individual making the inquiry and containing the question(s) asked and the information provided in response promptly after handling the question.
LICENSE AND OPTION AGREEMENT. (f) The manufacture, marketing, distribution, sale and promotion of the PRODUCTS in the TERRITORY: (i) does not in any material respect violate or conflict with any NDA, law, governmental specification, authorization or requirement, or any decree, judgment, order or similar restriction, and (ii) to the knowledge of HMR, has not been the subject of any investigation or inquiry by any governmental agency or authority regarding violations or alleged violations of law or been found by any such agency or authority to be in violation of any law.
LICENSE AND OPTION AGREEMENT the PRODUCTS are not in any manner subject either to any renewal of such agreement or to any new agreement entered into between HMRI and the other party to such agreement.
LICENSE AND OPTION AGREEMENT. IMPROVEMENTS to any PRODUCTS for human dermatological use developed by HMR or its AFFILIATES during the TERM solely with the PRODUCTS and with other IMPROVEMENTS, LINE EXTENSIONS, MEDICIS NEWLY DEVELOPED PRODUCTS and HMR NEWLY DEVELOPED PRODUCTS sold and/or licensed to MEDICIS in accordance with Section 5.1 hereof; and (ii) MEDICIS hereby grants to HMRI an exclusive royalty-free license during the TERM to use and exploit, outside the TERRITORY, and within the TERRITORY to make and have made PRODUCTS for use and resale outside the TERRITORY, any IMPROVEMENTS to any PRODUCTS for human dermatological use developed by MEDICIS or its AFFILIATES during the TERM solely with the PRODUCTS and with other IMPROVEMENTS, LINE EXTENSIONS, HMR NEWLY DEVELOPED PRODUCTS and MEDICIS NEWLY DEVELOPED PRODUCTS sold and/or licensed to HMR in accordance with Section 5.2 hereof.
LICENSE AND OPTION AGREEMENT. (b) Subject to Section 16.2(c) hereof, in the event that the PURCHASE AGREEMENT for whatever reason does not become effective in accordance with its terms, the provisions of Sections 2.5, 4.1(c) (if the OPTION has been exercised and the PURCHASE AGREEMENT does not become effective solely because MEDICIS has failed to pay the amounts payable under Sections 3.1 and 4.1(c) hereof and Sections 13.4 and 13.6 of Schedule 13 hereof), 9.2 (except for MEDICIS' right to initiate the prosecution of any action, claim, proceeding, infringement or the like under paragraph (b) of Section 9.2 hereof), 10.6, 15.1, 17.2, 19.2, 19.4, 19.5, 19.6, 19.7, 19.8, 19.10, 19.11 and 19.12 and of Articles XI and XVIII hereof and this Article XVI and Section 13.7 of Schedule 13 shall survive the termination or expiration of this AGREEMENT.
