Licensees. If a Party grants a third party a license (other than a license solely to make a product for a Party and other than any license rights granted to Ono for the Ono Territory) to develop and commercialize its Single Agent Compound on a worldwide basis or in any geographic region and/or for all purposes or a limited field, (a “Licensee”), such Party will obtain the Licensee’s agreement to abide by the terms of this Agreement as and to the extent necessary in order for its obligations hereunder to be fulfilled in the same manner as the licensing Party; and in such event the licensing Party may exercise its rights granted hereunder (including rights to use Study Data and practice Inventions) through the Licensee.
Licensees. The Software may be used by all employees of Licensee at facilities governed by Licensee as identified by the Tax ID# or other identification acknowledged by FMI, provided that such employees are included in the License Count. Temporary employees, contractors, and consultants of Licensee who work on-site at Licensee’s facilities may also use the Software in connection with the operation of the business of Licensee so long as such temporary employees, contractors and consultants or their computers were included in the License Count. Any copies of the Software used by temporary employees, contractors and consultants must be removed from such individual’s computers once they cease working at Licensee’s facilities or upon expiry or termination of this Agreement.
Licensees. Any license or sublicense granted by the Company will, to the extent related to Products, be consistent with the terms and conditions of this Agreement, and Company shall include in any licenses or sublicenses sufficient provisions to enable it to comply with the royalty provisions contained in this Agreement, including without limitation, audit provisions substantially similar to those set forth in Section 2.5. As requested by the Founders, the Company shall enforce the provisions of its licenses and sublicenses applicable to the payment of royalties hereunder, including conducting audits of Licensee records pertaining to the sale of Products. Company shall remain primarily responsible for any failures by its Licensees to comply with the applicable terms of this Agreement, and of the terms of license and sublicense agreements that enable compliance with the terms of this Agreement. The Company will furnish a copy of all such licenses and sublicenses executed by the Company to the Founders promptly following the execution thereof; provided, however, that such copies may be redacted by the Company except as necessary to ensure compliance with the terms of this Agreement.
Licensees. Each natural person or legal entity can only acquire one licence. The licensed website must be operated by a private individual or a legal entity that employs no more than 10 full-time employees or consultants and whose annual gross revenue does not exceed €500,000. Where such a legal entity is part of a group of associations or businesses, then the aggregate staffing level and the ag- gregate gross revenue of all members of such group shall be taken into account for the purposes of this Agreement. Operators of websites and/or entities offering digital music services are not eligible for acquiring a licence. The licensee shall be responsible for clearing all necessary usage rights subject to copyright for the use of the underlying musical works.
Licensees. Any license of any Optioned Antibody and any sublicense of the rights granted under Section 3.2(b)(ii) (License) shall be made solely pursuant to agreements that are consistent with all relevant terms and conditions of this Agreement and to Licensees who explicitly agree in writing to comply with all applicable terms, including Section 9.3 (
Licensees. Each Licensee shall deliver or cause to be delivered to Clearwire each of the following, duly executed by an authorized representative of such Licensee: (i) the Escrow Agreement dated on or before the Effective Date in the case of Licensees in the ITF Cluster and NACEPF; (ii) one EBS Spectrum Capacity IUA completed in accordance with this Agreement and the instructions in the form of IUA with respect to the Unencumbered Spectrum authorized under each FCC License held by such Licensee and identified on Schedule A; (iii) the certificate(s) of such Licensee described in Section 4.01(c); and (iv) evidence of the delivery to the Escrow Agent of the stock powers executed in blank by such Licensee as required under this Agreement and the joinders attached to this Agreement as Exhibits IV and V. Each Licensee shall have specified on Schedule 4.01 attached hereto its respective wire accounts (each a "Wire Account"), which Wire Account shall be included in the applicable IUA. Absent notice of different instructions, all cash payments to be made as provided on Schedule A, and as otherwise reflected in the applicable IUA or this Agreement to be paid to a Licensee, shall be to such Wire Account in immediately available funds.
Licensees. (a) In so far as is necessary to prevent a Material Adverse Effect, each Obligor shall take, and procure that each Licensee takes, all appropriate steps efficiently to perform and discharge its duties and functions in accordance with the provisions of the Electricity Act, the terms and conditions of the relevant Licence, the provisions of any final order or confirmed provisional order made under the Electricity Act and all undertakings (if any) given by a Licensee to the Director General and/or the Secretary of State in respect of the matters referred to in Section 25(5) of the Electricity Act.
Licensees. Until such time as Sanofi has exercised the Option to Continue and paid the Continuation Milestone, Sanofi shall not have the right to grant to any other Person (other than an Affiliate of Sanofi) licenses under [***] without having first secured Ardelyx’s written consent, such consent not to be unreasonably withheld, delayed or conditioned; provided, however, that it shall be deemed reasonable for Ardelyx to withhold consent to a request by Sanofi to grant a license under [***] if such license would give the Third Party rights to Exploit a Program Compound or a Program Product. Following the exercise of the Option to Continue and the payment of the Continuation Milestone, Sanofi shall have the right to grant to its Affiliates or to any other Person (i) licenses under [***] to Exploit Program Compounds for the sole purpose of Developing, Manufacturing or Commercializing Program Products, and (ii) licenses under [***] for purposes other than Developing, Manufacturing or Commercializing Program Products so long as such license under [***] does not grant such Third Party any rights to Exploit Program Compounds or Program Products. Where Sanofi or its Affiliate grants such a license to a Person that is not an Affiliate of Sanofi, and such Person is not a Sublicensee or a Distributor such Person shall be a “Sanofi Licensee” for the purposes of this Agreement, and any Person to which a Sanofi Licensee grants a sublicense shall also be a Sanofi Licensee; provided, however, that any Person that (i) is granted a license under [***] solely to enable such Person to provide contract research or development services or [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. contract manufacturing services for Sanofi, its Affiliates, Sanofi Licensees or Sublicensees, and (ii) does not have the right to distribute, market or sell the Program Products shall not be a “Sanofi Licensee” for purposes of this Agreement. For further clarity, nothing in this Section 2.4 will be interpreted as restricting the right of Sanofi to subcontract any part of its Exploitation activities at any time during the Term or to grant licenses to its subcontractors as needed, in compliance with the terms hereof; provided, however, that such subcontractor is not a Sanofi Licensee. Sanofi shall obtain rights and licenses from its Affiliates and Sanofi...
Licensees. Licensee represents that the “License Count” provided by Licensee is its current total headcount for Licensee’s entire entity as identified by Tax ID#, site address or other identification acknowledged in writing by FMI.
Licensees. Any Licensee that manufactures or performs any Licensed Product/Process, shall indemnify, defend, and hold harmless Licensor (and, in the case of Sublicensees, Biophan also) and their respective Affiliates, officers, employees, agents, successors, and assigns (the "Indemnitees"), against any claim, demand, liability, damage, loss, or expense (including reasonable attorneys' fees and expenses, whether incurred as the result of a third party claim or a claim to enforce this provision) incurred by or imposed upon any of the Indemnitees in connection with any third party claims, suits, or judgments arising out of any theory of liability (including tort, warranty, or strict liability suits or claims and whether or not such suit or claim has a factual basis) concerning any Licensed Product/Process (collectively, "Claims"), except to the extent that the damages claimed were caused by Licensor (or, if applicable, Biophan) or anyone under its direction or control.