Of Licensee Sample Clauses

Of Licensee. During the Term, Licensee will use [***] to Commercialize each Licensed Product in each Indication and in each country in the Licensee Territory for which Regulatory Approval has been obtained.
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Of Licensee. For purposes of this Section 6(a), an assignment shall include a Change of Control, merger, reorganization (in bankruptcy or otherwise), assumption in bankruptcy or equity and asset sale, regardless of whether such transaction is considered an “assignment” under governing law.
Of Licensee. If the Conversion Date occurs after the initial public offering of Licensee’s securities, then on the Conversion Date, subject to TSRI’s execution of a reasonable stock issuance agreement, Licensee shall issue to TSRI that number of shares of Common Stock determined by […***…] […***…]; provided, however, that immediately after such issuance, TSRI’s and its Assignee’s(s’) collective equity ownership interest in Licensee (including the shares issued to TSRI on the Conversion Date, all shares previously issued to TSRI pursuant to Section 3.2, and all Equity Securities purchased by TSRI and/or its Assignee pursuant to Section 3.4.2) shall not exceed […***…]% of the Outstanding Shares (as defined in Section 3.2) of Licensee.
Of Licensee. (a) Licensee shall not xxxxx x xxxx on the Licensee Technology to any Third Party or knowingly permit a lien to be imposed on the Licensee Technology (excluding liens that do not conflict with the rights granted Mersana hereunder). Licensee will not misappropriate any intellectual property of a Third Party in connection with developing the Licensee Technology or the performance of the Development of Licensed Products or its other obligations under this Agreement. (b) Licensee will not enter into any agreement with respect to or otherwise assign, transfer, license, convey or otherwise encumbered its right, title or interest in or to (i) the Licensee Technology or Licensee Regulatory Documentation (including by granting any covenant not to xxx with respect thereto) or (ii) any Patent Right or other intellectual property or proprietary right that would be Licensee Technology or Licensee Regulatory Documentation, but for such assignment, transfer, license, conveyance or encumbrance, in each case of (i) and (ii), that is inconsistent with or otherwise diminishes the rights and licenses granted to Licensee under this Agreement.
Of Licensee. Licensee warrants that it has the right and authority to enter into this Agreement.
Of Licensee. Licensee represents and warrants to Licensor as follows: 9.2.1 Licensee has all necessary corporate power and authority to enter into and perform its obligations under this Agreement and has taken all necessary corporate action under its organizational documents and has received any consents or approvals which are necessary to authorize the execution and consummation of this Agreement; 9.2.2 Neither the execution nor the delivery of this Agreement, nor the consummation of the transactions herein contemplated nor the fulfillment of or compliance with the terms and provisions hereof will (i) violate any Law, or (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the organizational documents of Licensee, or any agreement or instrument to which Licensee is a party or by which it is bound; 9.2.3 All necessary government approvals have been obtained, and all government filings have been made, as necessary for the Licensee to enter into this Agreement and to perform in accordance with its terms; 9.2.4 Licensee shall mxxx all Licensed Products with applicable patent numbers, as instructed by Licensor; 9.2.5 Licensee shall not be majority-owned or controlled by an existing manufacturing company or its Affiliate for a period of three (3) years from the Effective Date; and 9.2.6 Licensee is, as of the Effective Date, funded by one or more angel investors and/or venture capital groups and/or Caltech and/or USC themselves, and is capitalized in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00), and is owned by such investors, and/or jointly with Caltech and/or USC and/or key employees of DMFCC. 9.2.7 Licensee shall use it best efforts to develop the Licensed Products and practice the Licensed Technology in connection with the Licensed Products, promote the sale of Licensed Products and enhance the reputation and goodwill associated with the Licensed Products.
Of Licensee. Licensee is responsible for all costs of ----------- defending the license of the Station to the extent any court of competent jurisdiction or any federal, state or local governmental authority designates a hearing with respect to the continuation or renewal of any license or authorization held by Licensee for the operation of the Station, advises any party to this Agreement of its intention to investigate or to issue a challenge to or a complaint concerning the activities permitted by this Agreement, or orders the termination of this Agreement and/or the curtailment in any manner material to the relationship between the parties to this Agreement of the provision of programming by Programmer, as a result of the conduct or programming of Licensee.
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Of Licensee. During the term and any renewal or extension period herein provided for, Licensee agrees that it will, (i) not harm, misuse or bring into disrepute the name, likeness or picture of Licensor; (ii) manufacture, sell and distribute the Licensed Products in an ethical manner and in accordance with the terms and intent of this Agreement; (iii) not incur or create any expenses chargeable to Licensor without the prior written approval of Licensor; (iv) comply with all laws and regulations pertaining to the manufacture, sale, advertising or use of the Licensed Products and shall maintain the highest quality and standards, and shall comply with any regulatory agencies which shall have jurisdiction over the Licensed Products; and, (v) use its reasonable best efforts to manufacture, distribute and sell the Licensed Products throughout the Territory.
Of Licensee. Subject to Section 16, Licensee is responsible for all costs of defending the license of the Station to the extent any court of competent jurisdiction or any federal, state or local governmental authority designates a hearing with respect to the continuation or renewal of any license or authorization held by Licensee for the operation of the Station, advises any party to this Agreement of its intention to investigate or to issue a challenge to or a complaint concerning the activities permitted by this Agreement, or orders the termination of this Agreement and/or the curtailment in any manner material to the relationship between the parties to this Agreement of the provision of programming by Programmer, as a result of the conduct or programming of Licensee, or its employees or agents (excluding Programmer).
Of Licensee. Licensee represents and warrants to Licensor that, as of the date of this Agreement: 1. Licensee (or Mission Yogurt, Inc. and its Affiliates) has been in operation for at least five (5) years and has a net worth of at least Five Million Seven Hundred Fifty Dollars ($5,750,000.00); 2. Licensee, any of Licensee’s current directors or officers, or any current directors or officers of Licensee’s parent or Affiliate has more than two (2) years of experience in the same type of business as the Restaurant, and Licensee anticipates that the sales arising from the Restaurant to be operated pursuant to this Agreement will represent no more than twenty percent (20%) of total combined sales in dollar volume of Licensee and Mission Yogurt, Inc. and its Affiliates; 3. it’s manager, Xxx Xxxxxx, has had within the seven (7) years preceding the Effective Date, at least 24 months’ experience being responsible for the financial and operational aspects of a business offering products or services substantially similar to those offered by the Restaurant, and Xxx Xxxxxx is not controlled by the Licensor, and 4. execution and delivery of this Agreement do not, and the performance of Licensee’s obligations hereunder will not (1) conflict with, violate, result in a breach of or constitute a default (or an event which, with notice or passage of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, any other agreement to which Licensee is party or by which Licensee, or any of its assets may be bound including, without limitation, any non-compete or confidentiality agreement; (2) violate any order, writ, injunction, decree, judgment or ruling of any court or governmental authority; or
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