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. Only one license can be granted to a single individual, association or business. The licensed website pertains to a private individual or to an association or business that neither employs more than 10 full-time employees or consultants nor has a yearly gross revenue of no more than € 500,000. Where such association or business is part of a group of associations or businesses, or is part of or operates under a group of companies, then the aggregate staffing level and the aggregate gross revenue of all members of such group shall be taken into account for assessing the criteria for the purposes of this Agreement. Website and/or entities offering digital music services are not eligible for the licence. The licensee shall be responsible for clearing the rights required 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) (Development and Commercialization License and Assignment) shall be made solely pursuant to agreements (collectively, “Licensee 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 of this Agreement, including Section 9.4 (Commitments Regarding Program-Benefited Antibodies) hereof. Subject to the terms and conditions of this Agreement, iTeos shall remain responsible for all payments and other performance obligations due under this Agreement, notwithstanding any license or sublicense that it may grant.
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. 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. (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. Adagio will not license or sublicense (or grant an option to a license or sublicense to) any Non-Optioned Antibody, and any license of any Optioned Antibody and any direct or indirect license or sublicense of the rights granted under Section 3.2(b) (Development and Commercialization License and Assignment) (and any option to acquire such a license or sublicense) will be made solely pursuant to a written agreement (a “Licensee Agreement”) that is consistent with all relevant terms and conditions of this Agreement and to Licensees who explicitly agree in writing to comply with all applicable terms of this Agreement, including Section 9.4 (Commitments Regarding Program-Benefited Antibodies), and which require such Licensees to indemnify Adimab Indemnitees to the same extent that such Adimab Indemnitees are indemnified pursuant to Section 8.2 (Indemnification by Adagio). Adagio will remain responsible for all payments and other performance obligations due under this Agreement, notwithstanding any license or sublicense that it may grant. Within [***] of entering into a Licensee Agreement, Adagio will provide Adimab with a copy of such Licensee Agreement, which copy may be redacted to remove the economic terms of such Licensee Agreement.