Licensor will Sample Clauses
The "Licensor will" clause sets out specific obligations or actions that the licensor is required to perform under the agreement. Typically, this may include granting the licensee certain rights to use intellectual property, providing necessary documentation, or ensuring that the licensed material meets agreed standards. By clearly defining what the licensor must do, this clause ensures that the licensee receives the expected benefits and reduces the risk of misunderstandings or disputes regarding the licensor's responsibilities.
Licensor will. 5.2.1 Diligently progress the Initial NDA through to NDA Approval, including effecting all such Clinical Trials as may reasonably be required on the terms of Clause 7.2, promptly dealing with all matters and issues raised by the FDA in connection therewith and paying all fees (including the PDUFA fee) payable on or in connection with such NDA Approval. Licensee will give reasonable assistance to Licensor in such matters provided that in the event that in connection with the Initial NDA the FDA requests any Clinical Trials, the Parties shall act in connection with such Clinical Trials in accordance with Clause 7.2;
5.2.2 Keep the Licensee fully informed of the progress of the Initial NDA, by reports to the JSC and otherwise as reasonably required;
5.2.3 Provide the Licensee with reasonable advance notice of all material meetings or calls with the FDA relating to the Initial NDA. Two representatives of Licensee may attend such meetings or calls at Licensee’s own cost and expense; and
5.2.4 On NDA Approval promptly transfer the Initial NDA into the sole name of the Licensee.
Licensor will. 5.1.1 transfer the Licensor Know How to Licensee in the manner and in accordance with the timetable established by the JSC under Clause 2.2.1;
5.1.2 promptly during the term of this Agreement disclose to the Licensee all Licensor IP Controlled by Licensor or its Affiliates, not previously disclosed or transferred under this Clause 5; and
5.1.3 in accordance with Clause 11, provide such assistance as Licensee may reasonably require in connection with the manufacture of Product, after the termination of the Manufacturing Period.
Licensor will during the Term, create and maintain current and updated copies or, if not amenable to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all intellectual property licensed to AbbVie under this Agreement. Each Party acknowledges and agrees that “embodiments” of intellectual property within the meaning of Section 365(n) include [****]. In the event of the commencement of a bankruptcy proceeding by or against Licensor under the U.S. Bankruptcy Code or any analogous provisions in any other country or jurisdiction, AbbVie shall be entitled to a complete duplicate of (or complete access to, as appropriate) all such intellectual property (including all embodiments of such intellectual property), which, if not already in AbbVie’s possession, shall be [****] delivered to it upon AbbVie’s written request (x) upon commencement of a bankruptcy proceeding, unless Licensor continues to perform all of its obligations under this Agreement, or (y) if not delivered pursuant to clause (x) above because Licensor continues to perform, upon the rejection of this Agreement by or on behalf of Licensor. Unless and until Licensor rejects this Agreement, Licensor shall perform this Agreement or provide the intellectual property (including all embodiments of such intellectual property) to AbbVie, and shall not interfere with the rights of AbbVie to such intellectual property, including the right to obtain the intellectual property from another entity.
Licensor will maintain a list of systems where Confidential Information is processed and stored and maintain a list of Personnel who have access to those systems.
Licensor will promptly upon request by Licensee transfer all knowhow and technical information necessary for the manufacturing of Licensed Products to Licensee in order to allow Licensee to manufacture such Licensed Products for commercial sale.
Licensor will perform installation of the Game Server Software in Server computers via Internet or at Licensee's sites on the date when mutually agreed by the parties, subject to Licensee satisfying the system requirements set forth in Exhibit (E).
Licensor will furnish to Licensee glossy prints of still photos, synopses, cast lists and all other promotional material for the promotion and exploitation of the Programs, if available. Licensor grants (and will cause its Affiliates to grant) to Licensee and its Affiliates the right to use and license others to use Licensor's name and, unless Licensee is advised by Licensor that the rights of Licensor are limited (in which case, to the extent not limited), to use and license others to use the name and likeness of, and biographical material concerning, each star, featured performer, writer, director and producer in the Programs and the titles of each Program and fictitious persons and locales therein, for advertising and publicity, of the Programs, and any broadcaster or sponsor thereof, but not for direct endorsement of any product or service, provided that any such use will protect the copyrights of Licensor. To the extent available to Licensor or its Affiliates after reasonable efforts, Licensor will furnish Licensee with music cue sheets for the Programs and the information necessary for administration of rights payments and compliance with Section 507 of the Federal Communications Act of 1934, as amended concerning broadcast matter and disclosures required thereunder, insofar as that Section applies to Persons furnishing program material for television broadcasting ("Section 507"). Subject to the foregoing and subject to Licensor's reasonable prior approval, Licensee shall have the right to produce its own promotional material for or from the Programs. Televisa shall permit Televisa's proprietary artists to appear on or for Licensee or its Affiliates for promotional or programming purposes at mutually agreeable times (which agreement shall not be unreasonably withheld), at Licensee's expense, it being agreed that Televisa may not be able to require an artist to appear, all requests to and contacts with artists shall be made through a Televisa representative designated by Televisa, and Televisa shall not be required to approve any appearance which would interfere in any material respect with Televisa's operations or productions.
Licensor will get advance consent From LICENSEE for any field visits by anyone outside of this contract (example; Investors, Auditors, Potential Clients), which LICENSEE shall not unreasonably deny or delay...
Licensor will inform ▇▇▇▇▇ promptly upon discovery of any compromise, unauthorized access to, alteration, loss, use or disclosure of any Confidential Information or any other breach of the confidentiality, security or integrity of Confidential Information (each, a “Security Incident”), provided that such notification is not prohibited by legal authorities. Licensor will investigate and conduct a root cause analysis on the Security Incident and take all reasonable steps to prevent further compromise, access, alteration, loss, use or disclosure of such Confidential Information. Licensor will provide Buyer written details and regular updates regarding Licensor’s internal investigation of each Security Incident, and Licensor will cooperate and work together with Buyer to formulate and execute a plan to rectify all Security Incidents.