Licensing Transactions Sample Clauses
The Licensing Transactions clause defines the terms under which one party grants another the right to use certain intellectual property, such as patents, trademarks, or copyrighted materials. It typically outlines the scope of the license, any restrictions or limitations, payment terms, and the duration of the agreement. For example, it may specify whether the license is exclusive or non-exclusive, and what territories or products it covers. The core function of this clause is to clearly establish the rights and obligations of both parties regarding the use of intellectual property, thereby preventing disputes and ensuring both parties understand the permitted uses and limitations.
Licensing Transactions. PB shall have the right, without SFJ’s consent, to enter into any Excluded Licensing Transaction. PB shall not, without SFJ’s prior written consent, enter into a Licensing Transaction unless such Licensing Transaction is an Excluded Licensing Transaction (in which case such prohibition shall not apply and no such consent of SFJ shall be required); provided that SFJ shall only be entitled to withhold such consent as to a Licensing Transaction other than an Excluded Licensing Transaction in the event SFJ reasonably determines, and provides PB with written notice of its determination within [***] of PB providing to SFJ a non-binding term sheet or comparable document summarizing the material terms of the proposed Licensing Transaction [***], that PB entering into such Licensing Transaction would [***] (“Material Impact”). If PB disagrees with SFJ’s determination, the matter shall be submitted to arbitration before a single neutral arbitrator under the American Arbitration Association’s (AAA’s) expedited arbitration rules, which arbitrator shall be mutually agreeable to both Parties and have significant expertise on the subject matter to be decided (provided that if the Parties have not mutually agreed on such arbitrator within [***] after the applicable demand for arbitration, the AAA shall designate such arbitrator), such arbitration to be concluded and the arbitrator’s award to be rendered within [***] of the applicable demand for arbitration. The sole issue to be decided in the arbitration shall be whether the entry into such Licensing Transaction by PB would have a substantial likelihood of having a Material Impact. In the event the arbitrator agrees with SFJ, PB shall not be entitled to enter into such Licensing Transaction. In the event the arbitrator agrees with PB, PB shall be entitled to enter into the Licensing Transaction; [***], and, [***].
Licensing Transactions. During the BXLS Security Period, Reata shall not, without BXLS’s prior written consent (such consent not to be unreasonably withheld or delayed), enter into a Licensing Transaction unless such Licensing Transaction is a Permitted Licensing Transaction, in which case such prohibition shall not apply and no such consent of BXLS shall be required. For the avoidance of doubt, nothing in this Agreement shall prohibit Reata from entering into commercialization, development, collaboration or other partnering or licensing arrangements outside of the Territory with respect to products and intellectual property of Reata.