Licensor Covenants Clause Samples

Licensor Covenants. Licensor shall: (a) Continue to conduct research and development efforts in connection with the Pharmaceutical Business within Israel and assist Licensee (at its request) with such research and development worldwide; (b) provide to Licensee and its Affiliates training and assistance with research and development in connection with Licensee’s Pharmaceutical Business (the “Training Services”). In this connection, Licensor shall use a reasonable degree of care ordinarily provided consistent with good industry practices, at no lower standard than Licensor provides for itself, relating to training of the Licensee’s the staff and employees of Licensee, to the extent required or requested by Licensee; (c) assist Licensee with design and establishment of operations in connection with the cultivation and production of Cannabis extracts for Pharmaceutical Products (collectively, “Design and Operations Services”). In this connection, Licensor shall use a reasonable degree of care ordinarily provided consistent with good industry practices, at no lower standard than Licensor provides for itself in connection with the design, establishment and operation of Licensor’s Cannabis Business, and in any event in a manner and to the extent sufficient to comply with Applicable Law; (d) assist Licensee in connection with conducting Clinical Trials and provide all related Clinical Trials Services. In this connection, Licensor shall use a reasonable degree of care, ordinarily provided consistent with good industry practices, at no lower standard than Licensor provides for itself in connection with its own clinical trials in Israel related to Cannabis Products, including extracts, and in any event in a manner and to the extent sufficient to comply with Applicable Law; and (e) devote and pay not less than an aggregate of Three Hundred Seventy-Five Thousand U.S. Dollars ($375,000) to further develop and enhance the Licensor IP, including in connection with (i) patent prosecution, (ii) purchasing of equipment, and (iii) by funding up to Two Hundred Fifty Thousand U.S. Dollars ($250,000) in connection with the Clinical Trials, in amounts equal to funding therefor provided by Licensee and its Affiliates. In addition, Licensee, together with its Affiliates, the Pharmaceutical Affiliate and TO LLC, or such other Affiliates of Licensee as Licensee may determine, shall pay the aggregate remaining costs in connection with such Clinical Trials, if any. The obligations of Licensee and its Affi...

Licensor Covenants. Licensor covenants to Company that: (i) Licensor shall fulfill all of its obligations, including but not limited to its payment obligations, under any Third Party License Agreement; and (ii) Licensor shall not amend or waive, or take any action or omit to taking any action that would alter, any of Licensor’s rights under any Third Party License Agreement in any manner that adversely affects, or would reasonably be expected to adversely affect, Company’s rights and benefits under this Agreement. Licensor shall promptly notify Company of any default under, termination or amendment of, Third Party License Agreement.

Licensor Covenants. Licensor represents that: (a) it owns or leases the Property and has the power and authority to enter into this License; (b) it has obtained any required consents to enter into this License; (c) the Property is not subject to any conditions, restrictions or covenants incompatible with the Permitted Use; (d) this License does not violate any agreement, lease or other commitment by which Licensor is bound; (e) it will not lease, license or commit the parking spaces within the Licensed Area to any third party during the Term; and (f) it will not perform or allow excavation in the Licensed Area during the Term without Licensee’s advance written consent, other than superficial repaving.

Licensor Covenants. 8.3.1 The Licensor shall not execute or otherwise permit any amendment or modification of, or waiver of any provision of, the ▇▇▇▇▇▇ License Agreement without the prior written consent of Alzheon. The Licensor shall take all actions reasonably necessary to enforce and maintain its rights under the ▇▇▇▇▇▇ License Agreement. The Licensor shall not make any election or exercise any right or option (or omit to take any action) which would terminate or relinquish in whole or in part any right under the ▇▇▇▇▇▇ License Agreement. The Licensor shall comply with all of its obligations under the ▇▇▇▇▇▇ License Agreement, including by paying all amounts due to ▇▇▇▇▇▇ thereunder. The Licensor shall take such actions as shall be necessary to keep in full force and effect the ▇▇▇▇▇▇ License [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Licensor Covenants. (a) Licensor covenants and represents that it has good and marketable title to the said premise, free and clear of all liens, claims, mortgages or deeds of trust affecting the Licensee’s possession of the licensed Mart cum Office Space, Licensee’s use of the premises, or the rights granted to the Licensee hereunder. (b) Licensor covenants and represents that it has full and complete authority to enter into a license agreement under all terms, conditions and provisions set forth in the agreement, and so long as the Licensee keeps and substantially performs each and every term, provision and condition contained in the agreement, the Licensee shall peacefully and quietly enjoy the premises without hindrance or disturbance by Licensor or by any other person(s) claiming by, through or under or in trust for Licensor. (c) On paying the License Fee, Licensee hereby reserved and observing & performing the several covenants and stipulations on its part and the conditions herein contained, shall peacefully hold and enjoy the Licensed Space throughout the said term without any interruptions by the Licensor or by any person claiming by, through, under or in trust for Licensor. (d) Licensor shall provide, if required for seeking any permission pertaining to commercial activities from any Government Agency, necessary documents pertaining to Licensor properties.

Licensor Covenants. (a) the use and access by the Licensee of the POP Space shall be unencumbered; (b) to observe and perform all of its obligations set forth herein; (c) to operate, repair and maintain the Building and Building systems and the Lands in a safe and proper operating condition and in accordance with accepted building industry standards; (d) to not enter the POP Space unaccompanied by a representative of the Licensee except in the case of an emergency; (e) that any consent or approval of the Licensor pursuant to the terms of this License shall not be unreasonably withheld, conditioned or delayed; (f) to cooperate with the Licensee in obtaining all necessary consents, permits and authorizations as may be required by any federal, provincial and municipal or other governmental authority having jurisdiction over the Licensee's construction, installation, connection, testing, operation, maintenance, repair, modification, disconnection, replacement and removal of the Licensee Equipment, and the provision of the Licensee Services. To this end, the Licensor will, without restricting the generality of the foregoing, execute, in a timely fashion, all necessary authorizations to enable the Licensee to obtain building permits, plans, drawings, site plan approvals and zoning and bylaw amendments and variances, and other similar matters and to obtain the release of any information with respect to the POP Space, Building or Lands from any person; and (g) to abide by all Applicable Laws.

Licensor Covenants. Licensor covenants and agrees that (i) it shall pay all sums due under the Lease as and when due, and shall not do or fail to do anything which would result in a default under the Lease or cause the Lease to be terminated (excluding, however, if arising out of any action, inaction or default of this License by Licensee), (ii) it will not amend, modify, terminate, surrender or cancel the Lease or Licensor’s rights and estates thereunder, in each case, without Licensee’s prior written consent, unless pursuant to a termination or cancellation right stated in the Lease, and (iii) within five (5) business days following receipt thereof (or prior to sending any response to Landlord, if sooner), it shall deliver to Licensee a true, correct and complete copy of any written notice or demand received from Landlord relating to the Licensed Premises. Further, and notwithstanding anything contained herein to the contrary, on the request of Licensee, Licensor shall make a written demand on Landlord to perform its obligations under the Lease with respect to the Licensed Premises if Landlord fails to perform same within the time frame and in the manner required under the Lease; it being agreed that Licensee and Licensor shall cooperate with each other in seeking to obtain the performance of Landlord under the Lease. If Landlord shall default in any of its obligations with respect to the Licensed Premises, or there shall exist a bona fide dispute with Landlord under the terms, covenants, conditions, provisions and agreements of this License and/or the Lease and Licensee notifies Licensor in writing that Licensee has previously notified Landlord of such dispute and that such default or notice has been disregarded or not reasonably satisfactorily acted upon, then upon Licensee’s written request Licensor shall use reasonable efforts to enforce its rights under the Lease for Licensee’s benefit, including, but not limited to, giving notices, claims and demands to and on Landlord, except that Licensor shall not be required to commence any legal proceedings or arbitration or to terminate the Lease.

Licensor Covenants. Licensor covenants to Company that: (a) Licensor shall fulfill all of its obligations, including but not limited to its payment obligations, under each Existing Third Party Agreement that related to periods prior to the assignment of such Existing Third Party Agreement to Company; (b) Licensor shall fulfill all of its obligations, including but not limited to its payment obligations, under any Third Party License Agreement; (c) Licensor shall not amend or waive, or take any action or omit to taking any action that would alter, any of Licensor’s rights under any Third Party License Agreement in any manner that adversely affects, or would reasonably be expected to adversely affect, Company’s rights and benefits under this Agreement. Licensor shall promptly notify Company of any default under, termination or amendment of, any Third Party License Agreement; and (d) without limiting Section 2.4, with respect to each Existing Third Party Agreement, until such time as such Existing Third Party Agreement has been assigned to, and assumed by, Company, (i) Licensor shall not amend or terminate such Existing Third Party Agreement, or waive, or take any action or omit to take any action that would alter, any of Licensor’s rights under any Existing Third Party Agreement, and (ii) Licensor shall promptly notify Company of any default under, or termination or amendment of, any Existing Third Party Agreement. In the case of any default by Licensor under an Existing Third Party Agreement, Licensor shall provide Company a reasonable opportunity to cure such default.

Licensor Covenants. Throughout the Term (and any Renewal Term), Licensor shall provide the following at no additional cost to Licensee: (A) All utilities and amenities including heat, water, air conditioning, security, telephone service, wireless internet and electricity necessary for the use and occupancy of the Premises for the purposes for which this License is made. Licensor shall provide a guest password for internet access and install three (3) whiteboards for use by Licensee. (B) Maintenance, replacement and repairs of the Premises and Building, including but not limited to, the Building structure, roof, exterior and bearing walls, gutters and foundation, the mechanical, electrical and plumbing systems that provide services and painting of the Premises. Licensor agrees to maintain the Premises and Building in good and tenantable condition and repair during the Term. (C) Maintenance, replacement and repairs of the facilities, fixtures and equipment providing hot and cold running water, drinking water and toilet services. All of the foregoing shall be maintained in good operating order and in a safe, healthful and clean condition. (D) Prompt removal of snow and ice from the sidewalks, steps, walkways, parking lot, driveways and entrance ways serving the Premises. (E) Janitorial services for the Premises, which shall include, but not be limited to, cleaning, emptying wastebaskets, sweeping and vacuuming, replacing light bulbs and washing the inside and outside of windows at the Premises. If Licensor fails to complete any repair, replacement, or maintenance for which Licensor is obligated herein within ten (10) days of written notice from Licensee of a condition requiring repair, replacement, or maintenance (or, if such repair, replacement, or maintenance cannot by its nature reasonably be completed within ten (10) days, Licensor has not commenced within ten (10) days of said notice the repair, replacement, or maintenance and continuously and diligently prosecuted its completion), Licensee may, but shall not be obligated to, commence or complete such repair, replacement, or maintenance. All sums expended and all costs and expenses incurred by Licensee in connection with any such repair, replacement, or maintenance shall be paid by Licensor to Licensee and shall bear interest from the respective dales when expended or incurred by Licensee at the rate of the lesser of twelve percent (12%) per annum or the maximum rate then permitted to be charged by law until repaid by Licen...