Licensor Party Clause Samples

Licensor Party. NEUROMetrix and Cyberkinetics each covenant and agree that, if the other Party exercises an option to take a license under Section 13.03 or Section 13.04 above, then NEUROMetrix or Cyberkinetics, as applicable (for purposes of this Section 13.05 only, under such circumstances such Party is a "Licensor Party" and the other Party is the "Licensee Party"), as the Licensor Party, will: (i) provide the Licensee Party with notice and a copy of any agreements between the Licensor Party and any Third Parties pursuant to which Licensor Party has in-licensed or otherwise obtained access to intellectual property rights that are subject to the relevant license granted under Section 13.03 or Section 13.04 (each such Third Party agreement is a "Third Party License"), (ii) not terminate or otherwise allow to lapse the rights of any such Third Party License without the consent of the Licensee Party, which consent shall not be unreasonably withheld, (iii) not breach or fail to cure any breach of any such Third Party License which breach or failure to cure would result in termination of the Third Party License, (iv) take such other measures not prohibited by the Third Party License which measures are reasonably requested by the Licensee Party to enable it to exercise its rights under the relevant license granted under Section 13.03 or Section 13.04 and (v) not take any action without the consent of the Licensee Party, which consent shall not be unreasonably withheld, that would limit or impair or that would reasonably be anticipated to limit or impair, in any material respects, with the Licensee Party's rights under any Third Party License.