Unblocking Licenses Sample Clauses

Unblocking Licenses. (a) Effective as of the Closing, the Seller, on behalf of itself, Seller Parent and each of its controlled Affiliates, hereby grants to the Buyer a worldwide, non-exclusive, royalty-free, fully-paid up, perpetual, irrevocable, non-transferable (except in accordance with Section 6.4) license, sublicensable through multiple tiers (but subject to Section 1.13(c)), under the Seller Licensed IP to research, develop, manufacture, commercialize (e.g., sell and offer for sale), use and import any MRT Compound used in the MRT Program as of the Closing Date (“Buyer License”).
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Unblocking Licenses. (a) In the event that the Development, manufacture or Commercialization of JCV Assays in the Territory by Biogen Idec or any of its Affiliates would, at any time during the Term, misappropriate and/or infringe any Patent, Know-how or other Intellectual Property Controlled by Elan or any of its Affiliates that is not transferred to Biogen Idec hereunder (including Patents, Know-how or other Intellectual Property Controlled by Elan or any of its Affiliates after the Closing Date), Elan hereby grants to Biogen Idec and its Affiliates (and shall cause its Affiliates to grant to Biogen Idec and its Affiliates), a worldwide, non-exclusive, non-royalty-bearing license, with the right to sublicense, under such Patent, Know-how and other Intellectual Property to Develop, make, have made, use, market, sell, distribute, export, import, offer for sale, have sold, or distributed or imported JCV Assays in the Territory. For the sake of clarity, the license granted under this Section 8.1(a) shall not extend to assays or other methods, processes or procedures other than JCV Assays in the Territory.
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Unblocking Licenses. In the event that the Development activities of a Party, or authorized Third Party, under this Agreement and/or the manufacture and/or Commercialization of Licensed Products in the Territory would, during the term of this Agreement, misappropriate any know-how and/or infringe any patent rights Controlled by the other Party that are not covered by the licenses and sublicenses granted to in Sections 8.1 and/or 8.2, each Party hereby grants to the other Party, to the extent such Party is legally able to do so, a worldwide, non-exclusive, non-royalty bearing license, under such know-how and patent rights, to enable the licensed Party perform its obligations under this Agreement and to manufacture and/or Commercialize Licensed Products in the Territory in accordance with the licenses and sublicenses granted in Sections 8.1 and 8.2 of this Agreement.
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Unblocking Licenses. 45 8.4 Right to Grant Licenses/Sublicenses............................. 45 8.5 ICOS In-License................................................. 46 8.6
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Unblocking Licenses. In the event that the activities related to Development and/or the manufacture and/or Commercialization of Licensed Products in the Field and Territory by a Party, an Affiliate of a Party or Third Party as authorized by this Agreement would, during the term of this Agreement, misappropriate any know-how and/or infringe any patent rights Controlled by the other Party or its Affiliates that are not covered by the licenses and sublicenses granted to it under Sections 8.1 and/or 8.2, each Party hereby grants to the other Party, to the extent such Party is legally able to do so, [ * ] license, [ * ], to enable the licensed Party to perform its obligations under this Agreement and to Develop, manufacture and/or Commercialize Licensed Products in the Field and Territory in accordance with the licenses and sublicenses granted in Sections 8.1 and 8.2 of this Agreement.
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Unblocking Licenses. (a) Seller, on behalf of itself and its Affiliates, hereby grants to Purchaser and its Affiliates a perpetual, irrevocable, exclusive, royalty-free, fully paid-up, worldwide license (with the right to grant sublicenses through multiple tiers) under all Background IP to Exploit Products in the Field (the “Seller Unblocking License”). The Seller Unblocking License shall attach to and run with such Background IP as covenants and shall be obligations of and binding upon any successors, heirs, purchasers, and assigns of Seller whether by law, equity, contract, or bankruptcy.
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Unblocking Licenses. Upon grant of a license pursuant to Sections 8.00, -------------------- 8.01 or 8.02 above, CURAGEN shall grant to GW a non-exclusive, fully paid, irrevocable license throughout the Territory, to the extent CURAGEN has the right to grant such license, under CURAGEN's rights in and to CURAGEN Background Inventions, solely to the extent necessary to allow GW to practice the licenses granted herein and for no other purpose. The term of this Unblocking License shall be co-extensive with the term of the corresponding licenses granted above.
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Unblocking Licenses. 11.1 Isis and its Affiliates shall secure the right to sublicense to Elan any Isis Blocking Invention made by Isis, Orasense or any of their respective Affiliates and/or sublicensees or any Independent Third Party under contract with Isis, Orasense or any of their respective Affiliates and/or sublicensees. Isis hereby grants to Elan a royalty free, world-wide, irrevocable, [***] license, including the right to grant sublicenses, to research, develop, make and have made, offer for sale, sell, import and export products incorporating the Isis Blocking [***] to practice the Elan Intellectual Property and/or Orasense Intellectual Property to the extent same could not otherwise be practiced without first obtaining a license to such Isis Blocking Invention.
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Unblocking Licenses. In addition to any licenses provided by the Ancillary Agreements, in the event that the development, manufacture or commercialization of any Acquired Asset by any Tech Group Entity would misappropriate and/ or infringe any Patent, Trade Secret or other Intellectual Property Rights controlled by Cosmo or any of its Continuing Affiliates after the Closing Date, Cosmo hereby grants to the Tech Group Entities (and shall cause its Continuing Affiliates to grant to the Tech Group Entities), a non-exclusive, non-royalty-bearing license, with the right to sublicense, under such Patent, Trade Secret and other Intellectual Property Right to conduct the Business.
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Related to Unblocking Licenses

  • Permits, Licenses Contractor and all Contractor’s employees or agents shall secure and maintain in force all permits and licenses that are required by law in connection with the furnishing of Services pursuant to this Agreement.

  • 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.

  • Title to Properties; Licenses Each Restricted Person has good and defensible title to or valid leasehold interests in all of its material properties and assets, free and clear of all Liens other than Permitted Liens and of all impediments to the use of such properties and assets in such Restricted Person’s business. Each Restricted Person possesses all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property unless, in each case, such failure to possess or violation has not had, and could not reasonably be expected to have, a Material Adverse Effect.

  • Sub-licensing The Licensee shall be entitled to grant sub-licences of its rights under this Agreement to any person, provided that:

  • 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

  • FCC Licenses (a) No Holding Company owns any Broadcast License. Schedule 5.21 accurately and completely lists, as of the Closing Date, for each Station, all Broadcast Licenses granted or assigned to the Covenant Entities, or under which the Covenant Entities have the right to operate such Station. The Broadcast Licenses listed in Schedule 5.21 with respect to any Station include all material authorizations, licenses and permits issued by the FCC that are required or necessary for the operation of such Station, and the conduct of the business of the Covenant Entities with respect to such Station, as now conducted. On the Closing Date, the Broadcast Licenses listed in Schedule 5.21 granted or assigned to the Covenant Entities are validly issued and in full force and effect without any material condition imposed by the FCC, except those applicable generally to stations of the type, nature, class or location of the Stations in question, and the Covenant Entities have fulfilled and performed in all material respects all of their material obligations under the terms and conditions of such Broadcast Licenses and the Communications Laws and have full power and authority to operate material Broadcast Licenses.

  • Research Licenses (a) Subject to the terms and conditions of this Agreement, each Party hereby grants to the other Party and its Affiliates, on behalf of itself and its Affiliates, a non-exclusive, royalty-free, worldwide, revocable, limited license to use, during the term of this Agreement, the Independent Technology of the owner Party, solely to permit the other Party’s (by itself and/or through its Affiliates’) performance of research and development activities in connection with the execution and implementation of any Development Program under this Agreement and/or to pursue by itself, with no third Person (not including Affiliates) involvement, independent, internal research and development initiatives outside the scope of this Agreement. In the event that a Party’s and/or its Affiliates’ (“Licensor Party”) Independent Technology is used under the license granted in this Section 7.3 (a) by the other Party and/or its Affiliates (“Licensee Party”) to pursue independent research and development initiatives outside the scope of this Agreement and such initiatives result in the creation or development of any Invention and/or Technology, the Licensee Party hereby grants and agrees to grant to the Licensor Party, a non-exclusive, royalty-free, worldwide license under such Invention and/or Technology, as well as any Intellectual Property Rights derived from such Invention and/or Technology.

  • Licenses Awarded Vendor shall maintain, in current status, all federal, state and local licenses, bonds and permits required for the operation of the business conducted by awarded Vendor. Awarded Vendor shall remain reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the Agreement. TIPS and TIPS Members reserves the right to stop work and/or cancel an order or terminate this or any other sales Agreement of any awarded Vendor whose license(s) required for performance under this Agreement have expired, lapsed, are suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation.

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