Right to Extend Licenses to Affiliates Sample Clauses

Right to Extend Licenses to Affiliates. TDCC shall have the right to extend the licenses and other rights granted to TDCC in this Article 5 to any of its Affiliates (but such Affiliates shall have no right to grant any further extensions), provided that TDCC shall not then be in default with respect to any of its obligations to Symyx under this Article 5 or related payment obligations under Sections 8.2 or 8.4. Any such extension shall be in writing and shall be accepted in writing by such Affiliate. A copy of such writing shall be provided to Symyx upon request. All of the obligations and restrictions imposed on TDCC in this Agreement with respect to the Software and the Developer’s Kit Software shall apply to such Affiliate to the same extent as they apply to TDCC and the operations of such Affiliate shall be deemed to be the operations of TDCC for purposes of these obligations. TDCC shall account therefore and be primarily responsible for the performance by such Affiliate of all of its obligations hereunder, if the Affiliate fails to comply. A license extended under this Section shall terminate for a given entity at the time such entity ceases to be an Affiliate if not expiring or terminated sooner under the terms of this Agreement, but TDCC shall have the right to end such use over a reasonable time period after the entity ceases to be an Affiliate, not to exceed *, in order to transition the former Affiliate to other software.
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Right to Extend Licenses to Affiliates. TDCC shall have the right to extend the licenses and rights set forth in this Article 6 to any of its Affiliates (but such Affiliates shall have no right to grant any further extensions), provided that TDCC shall not then be in default with respect to any of its obligations to Symyx under this Article 6 or Section 8.5. Any such extension shall be in writing and shall be accepted in writing by such Affiliate. A copy of such writing shall be provided to Symyx upon request. All of the restrictions set forth in this Agreement with respect to the Combinatorial Chemistry License shall apply to such Affiliate to the same extent as they apply to TDCC and the operations of such Affiliate shall be deemed to be subject to the same obligations as the operations of TDCC. TDCC shall account therefore and be primarily responsible for the performance by such Affiliate of all of its obligations hereunder, if the Affiliate fails to comply. A license extended under this Section 6.4 shall terminate for a given entity at the time such entity ceases to be an Affiliate if not expiring or terminated sooner under the terms of this Agreement.
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Right to Extend Licenses to Affiliates. TDCC shall have the right to extend the licenses and rights set forth in this Article 7 to any of its Affiliates (but such Affiliates shall have no right to grant any further extensions) consistent with the provisions of Section 1.47 if such Affiliate is substituted for TDCC in such definition, provided that TDCC shall not then be in default with respect to any of its obligations to Symyx under this Article 7 or Section 8.3. Any such extension shall be in writing and shall be accepted in writing by such Affiliate. A copy of such writing shall be provided to Symyx upon request. All of the restrictions set forth in this Agreement with respect to the Discovery Tools Systems shall apply to such Affiliate to the same extent as they apply to TDCC and the operations of such Affiliate shall be deemed to be the operations of TDCC for purposes of this Agreement only. TDCC shall account therefore and be primarily responsible for the performance by such Affiliate of all of its obligations hereunder, if the Affiliate is not in compliance. A license extended under this Section shall terminate for a given entity at the time such entity ceases to be an Affiliate if not expiring or terminated sooner under the terms of this Agreement, except as provided in Section 16.5.
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Right to Extend Licenses to Affiliates. ExxonMobil shall have the right to extend the licenses and rights set forth in this Article 7 to any of its Affiliates (but without the right to grant any further extensions) for use in the research, development, and commercialization activities of such Affiliates (consistent with the provisions of Section 20 of Exhibit A if such Affiliate is substituted for ExxonMobil in such definition), provided that ExxonMobil shall not then be in default with respect to any of its obligations to Symyx under this Article 7. Any such extension shall be in writing and shall be accepted in writing by such Affiliate. A copy of such writing shall be provided to Symyx upon request. All of the restrictions of Section 7.13 shall apply to such Affiliate to the same extent as they apply to ExxonMobil and the operations of such Affiliate shall be deemed to be the operations of ExxonMobil. ExxonMobil shall account therefor and be primarily responsible for the performance by such Affiliate of all of its obligations hereunder. A license extended under this Section shall terminate for a given entity at the time such entity ceases to be an Affiliate if not expiring or terminated sooner under the terms of this Agreement.
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Right to Extend Licenses to Affiliates. Subject to the terms and conditions of this Agreement, EMRE or EMCC may extend the licenses and rights granted in this Section 5.12 to any of their Affiliates (but such Affiliates will have no right to grant any further extensions) for use in the research, development, and commercialization activities of such Affiliates (consistent with the definition of ExxonMobil Internal Activities if such Affiliate is substituted for EMRE or EMCC in that definition), provided that EMRE and EMCC are not then in default with respect to any of their obligations to Symyx under this Section 5. Any such extension must be in writing, accepted in writing by such Affiliate, and provided to Symyx upon request. Obligations and restrictions imposed on EMRE and EMCC in this Agreement will apply equally to such Affiliates, and the operations of such Affiliate will be deemed to be the operations of the party extending such rights. EMRE or EMCC (as appropriate) will remain primarily responsible for the performance of Affiliates to which it extends rights hereunder. A license extended under this Section will automatically terminate for a given entity when that entity ceases to be an Affiliate (if it has not terminated sooner). Notwithstanding the above, EMRE, EMCC, or their Affiliates may take Third Parties on tours of ExxonMobil facilities that contain Discovery Tools Systems provided that (i) such Third Parties are not instrument manufacturers, software vendors or Third Party providers of Combinatorial Chemistry services (in which event prior Symyx written approval would be required); (ii) photographs, video or other recordings of Discovery Tools Systems are not permitted; and (iii) no written information is provided with respect to such Discovery Tools Systems.
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Related to Right to Extend Licenses to Affiliates

  • Inbound Licenses Except as disclosed on the Schedule, Borrower is not a party to, nor is bound by, any license or other agreement that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property.

  • Permits and Licenses 9.1 Attach copies of all Hazardous Materials permits and licenses including a Transporter Permit number issued to your company with respect to its proposed operations in, on or about the Premises, including, without limitation, any wastewater discharge permits, air emissions permits, and use permits or approvals. Existing tenants should attach copies of any new permits and licenses as well as any renewals of permits or licenses previously issued. The undersigned hereby acknowledges and agrees that (A) this Hazardous Materials Disclosure Certificate is being delivered in connection with, and as required by, Landlord in connection with the evaluation and finalization of a Lease Agreement and will be attached thereto as an exhibit; (B) that this Hazardous Materials Disclosure Certificate is being delivered in accordance with, and as required by, the provisions of Section 29 of the Lease Agreement; and (C) that Tenant shall have and retain full and complete responsibility and liability with respect to any of the Hazardous Materials disclosed in the HazMat Certificate notwithstanding Landlord's/Tenant's receipt and/or approval of such certificate. Tenant further agrees that none of the following described acts or events shall be construed or otherwise interpreted as either (a) excusing, diminishing or otherwise limiting Tenant from the requirement to fully and faithfully perform its obligations under the Lease with respect to Hazardous Materials, including, without limitation, Tenant's indemnification of the Indemnitees and compliance with all Environmental Laws, or (b) imposing upon Landlord, directly or indirectly, any duty or liability with respect to any such Hazardous Materials, including, without limitation, any duty on Landlord to investigate or otherwise verify the accuracy of the representations and statements made therein or to ensure that Tenant is in compliance with all Environmental Laws; (i) the delivery of such certificate to Landlord and/or Landlord's acceptance of such certificate, (ii) Landlord's review and approval of such certificate, (iii) Landlord's failure to obtain such certificate from Tenant at any time, or (iv) Landlord's actual or constructive knowledge of the types and quantities of Hazardous Materials being used, stored, generated, disposed of or transported on or about the Premises by Tenant or Tenant's Representatives. Notwithstanding the foregoing or anything to the contrary contained herein, the undersigned acknowledges and agrees that Landlord and its partners, lenders and representatives may, and will, rely upon the statements, representations, warranties, and certifications made herein and the truthfulness thereof in entering into the Lease Agreement and the continuance thereof throughout the term, and any renewals thereof, of the Lease Agreement.

  • Outbound Licenses Part 2.7(d) of the Disclosure Schedule accurately identifies each Contract pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, any Seller IP. The Seller is not bound by, and no Seller IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of the Seller to use, exploit, assert, or enforce any Seller IP anywhere in the world.

  • Licenses, etc any license, authorisation, consent or approval at any time necessary to enable any Security Party to comply with its obligations under the Security Documents or the Underlying Documents is revoked or withheld or modified or is otherwise not granted or fails to remain in full force and effect or if any exchange control or other law or regulation shall exist which would make any transaction under the Security Documents or the Underlying Documents or the continuation thereof, unlawful or would prevent the performance by any Security Party of any term of any of the Security Documents or the Underlying Documents; or

  • In-Licenses Each Party will use Commercially Reasonable Efforts to maintain Control of all Patents, and Know-How licensed to such Party under the In-Licenses to which such Party is the contracting party. Each Party will use Commercially Reasonable Efforts not to materially breach or be in material default under any of its obligations under any In-License to which such Party is the contracting party that would be necessary or useful for the other Party to Research, Develop, Manufacture and Commercialize any Antibody Candidates or Licensed Products in the Field in such Party’s Territory pursuant to this Agreement. Each Party will not terminate any In-License to which such Party is the contracting party in a manner that would terminate rights that are sublicensed to the other Party. In the event that a Party receives notice of an alleged breach by such Party under an In-License to which it is a party and for which termination of such In-License is being sought by the counterparty, then such Party will promptly, but in no event less than [***] thereafter, provide written notice thereof to the other Party and grant the other Party the right (but not the obligation) to cure such alleged breach. In the event that a Party intends to materially amend an In-License to which it is a party, then such Party will promptly, but in no event less than [***] before, provide written notice thereof to the other Party and grant the other Party the right (but not the obligation), acting reasonably, to reject any amendment that would either increase the receiving Party’s obligations under this Agreement, including any financial obligations or decrease the receiving Party’s rights under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

  • Patent Licenses (a) Upon payment of the applicable fees as set forth in Appendix B3 and subject to the provisions of this Agreement, Lucent hereby grants to Company during the License Term, a personal, non-transferable (except as permitted in Section 5.08) and non-exclusive license (without any right to sublicense) under (a) patents and/or patent applications listed in Appendix C, (b) patents on sole inventions (as defined in Section 2.03(a) owned by Lucent, to (i) perform the Development Project during the Development Period, and (ii) to make, have made, use, lease, sell, offer to sell and import Licensed Product.

  • Sublicenses Merck shall have the right to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1.

  • Permits, Licenses, Etc Each of the Borrower and its Subsidiaries possesses all permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights, and copyrights which are material to the conduct of its business. Each of the Borrower and its Subsidiaries manages and operates its business in accordance with all applicable Legal Requirements except where the failure to so manage or operate could not reasonably be expected to result in a Material Adverse Change; provided that this Section 4.14 does not apply with respect to Environmental Permits.

  • Research Licenses The Parties shall, and do hereby grant to each other all required licenses (on a non-exclusive, non-sublicenseable, royalty-free, for research and development purposes only basis) in respect of an individual Party’s Intellectual Property necessary for the other Party to conduct the activities contemplated hereunder this Agreement.

  • Possession of Franchises, Licenses, Etc Each of Borrower and its Subsidiaries possesses all franchises, certificates, licenses, permits and other authorizations from governmental political subdivisions or regulatory authorities, free from burdensome restrictions, that are necessary in any material respect for the ownership, maintenance and operation of its properties and assets, and neither Borrower nor any of its Subsidiaries is in violation of any thereof in any material respect.

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