FUTURE TECHNOLOGY LICENSES Sample Clauses

FUTURE TECHNOLOGY LICENSES. LICENSOR acknowledges that it is continuing to develop cell-based technology, the existence or significance of which it may not have disclosed to LICENSEE. Therefore, LICENSOR further agrees that in the event any of its technology now perfected or pending as of the date of this agreement but not specifically enumerated herein would inhibit or adversely affect the commercial use by LICENSEE of the PATENT RIGHTS in the field, LICENSOR shall waive any claim of infringement to the extent necessary to permit LICENSEE to continue the use of the PATENT RIGHTS under this Agreement. In addition, LICENSOR agrees to license to LICENSEE on a non-exclusive basis for uses in the FIELDS, including any rights acquired under Section 15.18 hereof, the rights to any technology it currently owns or has licensed or develops or licenses in the future that is applicable to such FIELDS (but specifically excluding applications involving the use of cells in the treatment of tumors where the primary use of the cells is the destruction or reduction of tumors and does not involve regeneration of tissue or organ function). Such license shall provide for royalty payments at the same rate as LICENSEE’S royalty to LICENSOR hereunder as provided in Section 4.2(a). Such license will be sublicensable only once in a given field of use; or for the purpose of having products produced, made, or distributed; or in connection with a merger or consolidation of LICENSEE into another company or a sale of all or substantially all of the assets of LICENSEE. LICENSOR shall also have no obligations hereunder with respect to technology licenses it has or may acquire if such licenses restrict sublicensing in a manner inconsistent with this subparagraph.
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FUTURE TECHNOLOGY LICENSES. LICENSOR agrees to license to LICENSEE, on a non-exclusive basis and limited to the GENERAL FIELD, the right to practice inventions claimed in patents owned or controlled by ACT (and for which ACT has the right to grant such a license), which patents have a priority date of September 1, 2012 or earlier. Such license will be sublicensable only once in a given field of use; or for the purpose of having LICENSED PRODUCTS produced, made, or distributed; or in connection with a merger or consolidation of LICENSEE into another company or a sale of all or substantially all of the assets of LICENSEE. LICENSOR shall also have no obligations hereunder with respect to technology licenses it has or may acquire if such licenses restrict sublicensing in a manner inconsistent with this subparagraph.

Related to FUTURE TECHNOLOGY LICENSES

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner.

  • New Technology When new or updated technology is introduced into a workplace, it will be the responsibility of the employer to provide appropriate and, if necessary, ongoing training to the employees directly affected. Such training will include any health and safety implications or information that will enable employees to operate the equipment without discomfort and will help maintain their general well-being.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • Technology and Intellectual Property (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.”

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

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