Licensor Rights. Licensee shall promptly notify Licensor upon becoming aware of any infringement or dilution of the Licensed Marks. Licensor may take such steps to stop such infringement or dilution as Licensor may deem necessary in its sole determination to protect the Licensed Marks. In the event Licensor elects to take such steps, Licensee shall cooperate fully with Licensor to stop such infringement or dilution. Licensor shall have full control over any such action, including the right to select counsel, to settle on any terms it deems advisable in its discretion, to appeal any adverse decision rendered in any court, to discontinue any action taken by it, and/or otherwise to make any decision in respect thereto as it deems advisable in its discretion. Licensor shall bear all expenses connected with the foregoing. Any recovery as a result of such action shall belong solely to Licensor, and Licensee shall have no claim to any part of such recovery. Licensee may, upon receiving the prior written consent of Licensor, participate in any action taken by or proceeding instituted by Licensor through separate counsel of Licensee’s own choosing, provided that Licensor at all times shall retain full control over such action in accordance with this Section 6.1.
Licensor Rights. Subject only to the limited rights and licences expressly granted to Licensee in this Agreement, Licensor and its licensors shall retain all of their intellectual property rights in the Component
Licensor Rights. Any licensor of Waystream whose software is embedded in the Software shall be a third party beneficiary with respect to this Agreement, and that licensor shall have the right to enforce this Agreement in its own name as if it were Waystream. In addition, certain third party software may be provided with the Software and is subject to the accompanying license(s), if any, of its respective owner(s). To the extent portions of the Software are distributed under and subject to open source licenses obligating Waystream to make the source code for those portions publicly available (such as the GNU General Public License ("GPL") or the GNU Lesser General Public License ("LGPL")), Waystream will make those source code portions (including Waystream modifications, as appropriate) available upon request for a period of up to three years from the date of distribution. Administrative costs for handling such requests will apply. You may obtain a copy of the GPL at xxxx://xxx.xxx.xxx/licenses/gpl.html, and a copy of the LGPL at xxxx://xxx.xxx.xxx/licenses/lgpl.html.
Licensor Rights. Licensor represents and warrants to Licensee that (i) Licensor owns all right, title and interest in and to the Licensed Technology, free and clear of all liens, claims and encumbrances, (ii) Licensor has full legal right, power and authority to execute and deliver this Agreement, and perform all of the transactions contemplated hereby, without conflict with, or infringement on, the rights of any third party, and (iii) there are no actions pending or, to the best of its knowledge, threatened with respect to the use of the Licensed Technology in the manner contemplated hereunder.
Licensor Rights. In the event of infringement by a Third Party of any Licensed Patents which Licensor wishes to prosecute, Licensor shall first make a written request or demand that Licensee proceed with such prosecution. In the event that Licensee fails or declines to proceed within thirty days after receipt of a written request or demand by Licensor to do so, then Licensor in their own discretion, may prosecute the infringer in the name of Licensor and Licensee. Any actions by Licensor pursuant to this clause shall be at their own expense. Licensor may collect and retain for their use any and all recoveries in any proceeding pursuant to their rights under this clause. Recoveries collected and retained by Licensor under this Section 6.4.4 shall not be considered Net Sales or give rise to royalty obligations under Article 3. Licensee will execute any documents necessary for Licensor to exercise their rights under this clause.
Licensor Rights. The rights, licenses and sublicenses granted by Infinity to Purdue in this Agreement are subject to the terms and conditions of Infinity’s agreements with its licensors. The rights, licenses and sublicenses granted by Purdue to Infinity in this Agreement are subject to the terms and conditions of Purdue’s agreements with its licensors.
Licensor Rights. The rights, licenses and sublicenses granted by Infinity to MICL in this Agreement are subject to the terms and conditions of Infinity’s agreements with its licensors, including those set forth in Sections 1.4, 2.2 (including the terms set forth in Sections 2.2(d) and (e), which are hereby incorporated by reference), 2.3, 4, 5.1, 5.3 and 8 of the License Agreement between Infinity and Xxxxx Xxxxxxx University, effective May 30, 2008 (the “JHU Agreement”). The rights, licenses and sublicenses granted by MICL to Infinity in this Agreement are subject to the terms and conditions of MICL’s agreements with its licensors.
Licensor Rights. During this five year period commencing on the Closing Date, and notwithstanding any other clause of this License Agreement, Licensor will have the right to purchase all or substantially all of the Licensee Assets. The purchase price will be a price mutually agreed to by both parties, or if the parties are unable to so agree, it will be equal to the average amount determined by three independent appraisers to be the fair market value of these assets. One appraiser will be selected by Licensor, one by the Licensee, and the third by the first two appraisers. The parties shall cooperate with each other in connection with and shall furnish to each other all such information as may be reasonably requested by a party during the determination of the purchase price of the Licensee Assets. After this five year period, Licensor will have a right of first refusal on economically equivalent terms for any offer with respect to : (i) the sublicensing or grant to any person of any right obtained from Licensor as described in this paragraph; or (ii) the sale of any such 500v+ rectifier product under the brand name of any person other than the Licensee; or (iii) permission of any competitor of Licensor to acquire more than 25% of any class of securities of the Licensee, without Licensor’s prior written consent; or (iv) any sale (other than in the ordinary course of business) of any assets or securities of the Licensee.
Licensor Rights. User acknowledges that Licensor and its licensors, to the extent applicable, are the sole owners of the Software and, except as expressly permitted herein, have the sole right to grant licenses to the Software. User acknowledges that the Software constitutes valuable confidential information and trade secrets, proprietary to Licensor and its licensors. User acknowledges that all copies, whether partial or complete, of the Software as well as proprietary rights in and appurtenant to the Software, including without limitation to copyright, patent and trade secret rights, are and shall remain the sole property of Licensor or its licensors. User shall have only the limited use rights specifically granted by this Agreement and the License granted hereunder. Any rights not expressly granted in this Agreement are expressly reserved.
Licensor Rights. Notwithstanding any other provision of this Agreement, neither Licensor nor any of its affiliates shall be treated as in breach of any obligation to Licensee in relation to:
