Transfer and License Clause Samples
The Transfer and License clause defines the conditions under which rights or interests in intellectual property or other assets may be transferred or licensed between parties. Typically, this clause outlines whether such rights can be assigned, sublicensed, or otherwise conveyed, and may specify any restrictions or requirements, such as obtaining prior written consent. Its core practical function is to clarify the parties' abilities to share, transfer, or grant usage rights, thereby preventing unauthorized transfers and ensuring all parties understand the limits and permissions regarding the use of protected materials.
Transfer and License. 2.1 Subject to the terms and conditions of this AGREEMENT, Nitec AG hereby undertakes to transfer to Merck — through Nitec Germany — the MARKETING AUTHORIZATION for the PRODUCT and hereby grants to Merck an exclusive licence to use the TRADEMARK for the PRODUCT during the TERM of this AGREEMENT in the TERRITORY. The term exclusive license shall mean for the purpose of this AGREEMENT that Nitec shall not grant a license to use the TRADEMARK in the TERRITORY to any other party.
2.2 Merck is not entitled to transfer, assign or sublicense its granted rights pursuant to Article 2.1 without the prior written consent of Nitec AG.
2.3 Merck shall be considered as an independent contractor and shall not be considered a partner, agent or representative of Nitec. As such, no Party shall have the authority to create or assume any obligation in the name of the other Party nor to bind the other Party in any manner whatsoever.
Transfer and License