Permitted Exclusive Licenses has the meaning specified in Section 7.01(j)(i).
Permitted Exclusive Licenses means (a) any exclusive license or lease of intellectual property of the Loan Parties so long as (i) such license or lease does not contain any provisions limiting the grant of a Lien in such license or lease in favor of the Administrative Agent, (ii) as of the date of such license or lease and after giving effect thereto, no Default or Event of Default has occurred and is continuing, and (iii) the entering into of such license or lease has been approved in writing by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), and (b) the License Agreement set forth on Schedule 11.5.
Permitted Exclusive Licenses are (i) License Agreement dated March 19, 2004 between AltheaTechnologies, Inc. and Xxxxxxx Xxxxxxx, Inc. (Xxxxxx Technologies sold its interest under this license to Borrower in August 2009), (ii) Diagnostics License Agreement dated as of September 4, 2009 between Borrower and Xxxxxxx Xxxxxxx, Inc., (iii) exclusive licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States and (iv) other exclusive licenses that have been approved in writing by Bank, such approval not to be unreasonably withheld or delayed for a period longer than thirty (30) days.
Examples of Permitted Exclusive Licenses in a sentence
Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) Permitted Exclusive Licenses, (c) over-the-counter software that is commercially available to the public, and (d) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate (as the same may be updated pursuant to Section 6.10(b)).
Property) in the ordinary course of business and Permitted Exclusive Licenses for the use of the property of Borrower or its Subsidiaries (including Intellectual Property), and (e) of property not material to Borrower’s business in an aggregate amount not to exceed (i) Two Hundred Fifty Thousand Dollars ($250,000) in any fiscal year of Borrower, and (ii) Five Hundred Thousand Dollars ($500,000) in the aggregate.
More Definitions of Permitted Exclusive Licenses
Permitted Exclusive Licenses means exclusive licenses for the use of the Intellectual Property Collateral of Borrower or any of its Subsidiaries, provided that (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property Collateral and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property Collateral; (iii) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Bank and delivers to Bank copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof; (iv) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (v) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a deposit account that is governed by a control agreement or maintained at Bank.
Permitted Exclusive Licenses mean exclusive licenses of Intellectual Property as to territory only and as to discreet geographical areas outside of the United States which are granted in the ordinary course of Borrower’s business provided that each such license is for value pursuant to arms-length terms and is for less than 24 months, including renewals.
Permitted Exclusive Licenses means exclusive licenses for the use of (or covenant not to sue with respect to) Intellectual Property of Borrower or any of its Subsidiaries or a grant of rights for development, manufacture, production, commercialization (including commercial sales to end users), marketing, sale, research, co-promotion or distribution; provided that, with respect to each such license, (a) no Event of Default has occurred or is continuing at the time of entry into such license, (b) the license constitutes an arm’s-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and the Obligors shall comply, if applicable, with Section 8.15 with respect to such license,
Permitted Exclusive Licenses means exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries, provided that (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Bank and delivers to Bank copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof; (iv) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (v) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a deposit account that is governed by a control agreement or maintained at Bank.
Permitted Exclusive Licenses has the meaning set forth in Section 4.8.
Permitted Exclusive Licenses means exclusive licenses for the use of (or covenant not to sue with respect to) Intellectual Property of Borrower or any of its Subsidiaries or a grant of rights for development, manufacture, production, commercialization (including commercial sales to end users), marketing, sale, research, co-promotion or distribution; provided that, with respect to each such license, (a) no Event of Default has occurred or is continuing at the time of entry into such license, (b) the license constitutes an arm’s-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and the Obligors shall comply, if applicable, with Section 8.15 with respect to such license, (c) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Administrative Agent and delivers to Administrative Agent copies of the final executed licensing documents promptly upon consummation thereof, (d) any such license could not result in a legal transfer of title of the licensed property, (e) and, other than licenses solely for the purposes of the manufacture or supply of the applicable Product, may be exclusive only as to areas outside of the United States (which may be discrete geographical areas or worldwide (other than the United States)) and (f) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any Subsidiary are paid to an account over which Administrative Agent, for the benefit of the Secured Parties, has a perfected security interest.
Permitted Exclusive Licenses are (i) exclusive licenses existing as of the Effective Date and disclosed to Lender in the Perfection Certificate, including any extensions, renewals, and replacements thereof, (ii) [*], (iii) [*], (iv) [*], and (v) [*].