Maintenance of License Agreement Sample Clauses

Maintenance of License Agreement. The Seller shall comply in all material respects with its obligations under the License Agreement and shall not take any action or forego any action that would reasonably be expected to constitute a material breach thereof or default thereunder. Promptly, and in any event within [***] ([***]) Business Days, after receipt of any (written or oral) notice from Licensee of an alleged breach or default under the License Agreement, the Seller shall give notice thereof to the Buyer, including delivering the Buyer a copy of any such written notice or a detailed written summary of any such oral notice. The Seller shall consult with the Buyer regarding such alleged breach or default and shall act as reasonably instructed by the Buyer to cure any breaches or defaults and shall give written notice within [***] ([***]) Business Days to the Buyer upon curing any such breach or default. The Seller shall not without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and shall (if reasonably instructed by the Buyer) (i) forgive, release or compromise any amount owed to or becoming owed to the Seller under the License Agreement in respect of the Royalty or (ii) waive any obligation of, or grant any consent to, Licensee under, in respect of or related to the Royalty. The Seller shall not, without the Buyer’s written consent (to be granted or withheld in the Buyer’s sole discretion), enter into any new agreement or legally binding arrangement in respect of the Licensed Products or the Licensed Patents, except in connection with (i) an assignment of this Agreement in its entirety in accordance with Section 10.3 to an assignee permitted thereunder or (ii) a Seller Monetization Transaction that (x) is permitted by and undertaken in accordance with this Agreement and (y) would not otherwise adversely affect the ability of the Seller to perform any of its obligations hereunder.
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Maintenance of License Agreement. (i) The Seller shall comply in all material respects with its obligations under the License Agreement and the Sponsored Research Agreement and shall not take any action or forego any action that would reasonably be expected to constitute a material breach or default thereof. Promptly, and in any event within [**], after receipt of any (written or oral) notice from Licensee of an alleged breach or default under the License Agreement or the Sponsored Research Agreement by the Seller under the License Agreement or the Sponsored Research Agreement, the Seller shall give written notice thereof to the Buyer, including delivering the Buyer a copy of any such written notice. The Seller shall use its reasonable efforts to cure any breach or default by the Seller under the License Agreement or the Sponsored Research Agreement, as applicable, as reasonably instructed by the Buyer, and shall give written notice to the Buyer upon curing any such breach or default. The Seller shall pay all of its costs and expenses (including of counsel) in connection with any such breach or default.
Sample 1
Maintenance of License Agreement. 35. The Seller shall comply in all material respects with its obligations under the License Agreement and shall not take any action or forego any action that would reasonably be expected to constitute a material breach thereof or material default thereunder. Promptly, and in any event within five (5) Business Days, after receipt of any written notice from Licensee of such an alleged material breach or material default by the Seller under the License Agreement, the Seller shall give notice thereof to the Buyer, including delivering to the Buyer a copy of any such written notice. The Seller shall consult with the Buyer regarding such alleged material breach or material default and shall act as instructed by the Buyer to cure any such material breaches or material defaults by the Seller under the License Agreement that would reasonably be expected (individually or in the aggregate and with or without the giving of notice or the passage of time) to have a Material Adverse Effect, or that is otherwise related to the Dicerna Licensed Patent Rights, the Products, or the Royalty, and shall give written notice to the Buyer upon curing any such material breach or material default. In connection with any dispute regarding any such alleged material breach or material default, the Seller shall employ such counsel, reasonably acceptable to the Seller, as the Buyer may select.
Sample 1
Maintenance of License Agreement. The Seller shall comply in all material respects with its obligations under the License Agreement and shall not take any action or forego any action that would reasonably be expected to constitute a material breach or default thereof. Promptly (and in any event within [***] Business Days) after receipt of any notice from the Licensee of an alleged [***] breach or default under the License Agreement relating to the Royalty Payments [***], the Seller shall give notice thereof to the Buyer Representatives, including delivering to the Buyer Representatives a copy of any such written notice. After consultation with the Buyer Representatives, the Seller shall use commercially reasonable efforts to cure any such breach or default by it under the License Agreement and shall give written notice to the Buyer Representatives upon curing any such breach or default. The Seller shall not, without the prior written consent of the Buyer Representatives, (A) forgive, release or compromise any amount owed to or becoming owed to the Seller under the License Agreement in respect of the Purchased Receivables or (B) waive any obligation of, or grant any consent to, the Licensee related to the Purchased Receivables. The Seller shall not exercise or enforce its applicable rights under the License Agreement in any manner that would reasonably be expected (with or without the giving of notice or the passage of time, or both) to have a Material Adverse Effect.
Sample 1
Maintenance of License Agreement. (a) The Seller (i) shall perform and comply with all of its obligations under the Medco License Agreement, except where such performance and compliance is being contested in good faith by appropriate proceedings (provided that, during the pendency of any such dispute, Seller shall continue to comply with all of its other obligations under the Medco License Agreement) or where non-performance or non-compliance would not reasonably be expected to result in a Material Adverse Effect, and (ii) shall not (A) forgive, release or compromise any portion of the Royalty, the Milestones or the Purchased Assets payable under the Medco License Agreement, (B) amend, modify, supplement, restate, waive, cancel or terminate (or consent to any cancellation or termination of), in whole or in part, any provision of or right under the Medco License Agreement (except with the prior written Consent of Purchaser, to be granted or withheld in Purchaser’s sole discretion), or (C) assign, in whole or in part, the Medco License Agreement or any provision thereof or right thereunder.
Sample 1
Maintenance of License Agreement. The Seller shall comply in all material respects with its obligations under the License Agreement, and shall not take any action or forego any action that would reasonably be expected (with or without the giving of notice or passage of time, or both) to constitute a material breach thereof or material default thereunder. Promptly, and in any event within five (5) Business Days, after receipt of any (written or oral) notice from Licensee of an alleged breach or default under the License Agreement, the Seller shall give notice thereof to the Buyer, including delivering the Buyer a copy of any such written notice or a detailed written summary of any such oral notice. The Seller shall consult with the Buyer regarding such alleged breach or default and shall, only as Mutually Agreed, cure any breaches or defaults and shall give written notice within five (5) Business Days to the Buyer upon curing any such breach or default. The Seller shall, only as Mutually Agreed (a) forgive, release or compromise any amount owed to or becoming owed to the Seller under the License Agreement in respect of the Royalty, or (b) waive any obligation of, or grant any consent to, Licensee under, in respect of or related to the Royalty, Olpasiran, the Collaboration Target or the Arrowhead Licensed Technology.
Sample 1
Maintenance of License Agreement. BMS agrees that, with respect to any rights or licenses granted to it under the XXX License Agreement, BMS shall perform and observe in all material respects all of its duties and obligations under the XXX License Agreement that are required to maintain in effect such licenses or rights, and shall otherwise use commercially reasonable efforts to maintain the XXX License Agreement; provided that the foregoing shall not be construed to require that BMS maintain the XXX License Agreement if (x) generic competition has entered the Territory for the Product, (y) XXX has materially breached its obligations under the XXX License Agreement and BMS is entitled under the terms of the XXX License Agreement to terminate such agreement, or (z) XXX has materially breached its obligations under the XXX Supply Agreement and BMS consequently is entitled to terminate the XXX License Agreement pursuant to Article XIII(C) thereof.
Sample 1
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Maintenance of License Agreement. The Seller shall comply with and perform all of its obligations under the License Agreement that are material to the interests of the Buyer hereunder. [*].
Sample 1
Maintenance of License Agreement. Efforts to Commercialize.
Sample 1

Related to Maintenance of License Agreement

  • Maintenance of Licenses The Owner Trustee will obtain and maintain any licenses that the Administrator informs the Owner Trustee are required to be obtained or maintained by the Owner Trustee under the laws of any State in connection with the Owner Trustee’s duties and obligations under the Transaction Documents.

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Scope of License The license granted to you for the Company application is limited to a non-transferable license to use the Company application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service. (2)

  • Patent Maintenance All annuity and maintenance fees that are necessary in order to keep the Patents in force as of the Effective Date have been paid by Seller, and no payment of annuities or fees, or papers to be filed in patent offices, are required to be made within the three-month period after the Effective Date.

  • Compliance with Law and Agreements; Maintenance of Licenses The Borrower shall comply, and shall cause each Subsidiary to comply, in all material respects with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act and all Environmental Laws). The Borrower shall, and shall cause each of its Subsidiaries to, obtain and maintain all licenses, permits, franchises, and governmental authorizations necessary to own its property and to conduct its business as conducted on the Closing Date. The Borrower shall not modify, amend or alter its certificate or articles of incorporation or bylaws, other than in a manner which does not adversely affect the rights of the Lenders or the Agent.

  • Term of License The license granted to the Engineer by this article shall terminate at the end of the term specified in Article 2 of this contract.

  • Maintenance of Patents 11 5.5. Prosecution of Patent Application................................. 11 5.6.

  • Maintenance of Listing The Company will use commercially reasonable efforts to effect and maintain the listing of (x) the Units and Warrants on the NYSE (or another national securities exchange) until the consummation of the Business Combination or until such earlier time at which the Liquidation occurs, and (y) the Common Stock on the NYSE (or another national securities exchange) until five years from the date of the consummation of the Business Combination or until such earlier time at which Liquidation occurs.

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times.

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