Material License Agreements Sample Clauses

Material License Agreements. The following is a list of material agreements under which Borrower licenses Intellectual Property from third parties. Patent License Agreement dated October 10, 2005 between Hormos and Orion Corporation, and related Restated Transfer Agreement between Hormos and Tess Diagnostics and Pharmaceuticals Inc. dated May 26, 2005. Patent License Agreement dated March 25, 2004 between Hormos and Orion Corporation. Exclusive License Agreement dated May 19, 2003 between Borrower and Ilex Oncology, Inc. (now Genzyme Corporation). Exclusive License Agreement dated February 14, 2005 between Borrower and EndoChem, Inc. and related letter to Borrower from the Regents of the University of California dated February 14, 2005. Exclusive License Agreement dated November 7, 2001 between Borrower and Deltanoid Pharmaceuticals, Inc., as amended and related Agreement between Borrower and Wisconsin Alumni Research Foundation dated November 9, 2001.
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Material License Agreements. The Credit Parties will notify the Agents promptly regarding (a) failure to comply with the terms of any Material License Agreement, (b) failure to keep each Material License Agreement in full force and effect and (c) any modification or amendment to any Material License Agreement other than royalty rate increases or minimum guaranteed amounts thereunder.
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Material License Agreements. The Credit Parties will (a) comply with the material terms of any Material License Agreement, (b) keep each Material License Agreement in full force and effect during the term of such Material License Agreement unless such Material License Agreement has been replaced by a license agreement that the Borrowers reasonably believe will provide revenues and profitability to the Credit Parties at least equal to that of the Material License Agreement to be terminated and (c) not make any modification or amendment to any Material License Agreement that would materially affect the rights of the Lender under the Loan Documents.
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Material License Agreements. Each of the Material License Agreements (as defined below) is in full force and effect, and neither the Company nor, to its knowledge, the licensor, is in breach of any Material License Agreement and the Company is aware of no circumstances or grounds that would reasonably be expected to give rise to a claim of material breach or right of rescission, termination, revision, or amendment of any Material License Agreement. Any consent of the licensor required pursuant to any Material License Agreement in connection with the transactions contemplated by this Agreement, the Security Agreement, the Intellectual Property Security Agreement and the Registration Rights Agreement has been obtained and is in full force and effect. As used herein, the term “Material License Agreement” shall mean: Exclusive License Agreement dated as of September 28, 2004 by and between Oxis International, a Delaware corporation, and HaptoGuard, as amended on March 22, 2005 and further amended on July 19, 2006; and License and Research Agreement dated as of July 12, 2004 by and between BIO-RAP Technologies, Ltd., an Israeli corporation, on its own behalf and on behalf of the Xxxxxxxxx Family Institute for Research in the Medical Sciences, and HaptoGaurd.
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Material License Agreements. 64 7.15 Merger. ..................................................64 7.16 Further Assurances Regarding Real Estate Collateral...............................................65 SECTION 8 NEGATIVE COVENANTS............................................66
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Material License Agreements. Each Borrower will, immediately upon becoming aware thereof, notify the Administrative Agent and each of the Lenders in writing of any event which constitutes a default by any Person or any of its Subsidiaries under any Material License Agreement and will immediately forward to the Administrative Agent and each of the Lenders copies of any communication received by such Person from any licensor claiming any irregularity or default under any Material License Agreement. In addition, if either Borrower or any of its Subsidiaries enters into any amendment of any Material License Agreement in any material respect, the Borrowers shall immediately provide the Administrative Agent with copies of such amendment.
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Material License Agreements. 36 SECTION 6.15 Amendments with Respect to Senior Debt..................36 SECTION 6.16 Leverage Ratio..........................................36 SECTION 6.17 Capitalization Ratio....................................36 SECTION 6.18
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Material License Agreements. 1. License Agreement by and between the Borrower and the Regents of the University of California, dated February 10, 2001, as amended.
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Material License Agreements. Each of the Material License Agreements (as defined below) is in full force and effect, and neither the Company nor, to its knowledge, the licensor, is in breach of any Material License Agreement and the Company is aware of no circumstances or grounds that would reasonably be expected to give rise to a claim of material breach or right of rescission, termination, revision, or amendment of any Material License Agreement. Subject to obtaining the consent of BIO-RAP, any consent of the licensor required pursuant to any Material License Agreement in connection with the transactions contemplated by this Agreement, the Security Agreement, and the Intellectual Property Security Agreement has been obtained and is in full force and effect. As used herein, the term “Material License Agreement” shall mean: the Exclusive License Agreement dated as of September 28, 2004 by and between Oxis International, a Delaware corporation, and the Company, as amended; the License and Research Agreement dated as of July 12, 2004 by and between BIO-RAP, on its own behalf and on behalf of the Xxxxxxxxx Family Institute for Research in the Medical Sciences, and the Company, as amended (the “BIO-RAP License Agreement”); the License Agreement dated as of February 1, 2009 by and between MicroCoat GmbH and the Company; the Agreement dated as of January 20, 2009 by and among Roche Diagnostics GmbH, X. Xxxxxxxx-Xx Xxxxx Ltd., Xxxxx Diagnostic Operations Inc. and the Company; and the License Agreement dated as of June 15, 2004 by and between BIO-RAP and Associated Regional and University Pathologists, Inc. doing business as ARUP Laboratories, as assigned to the Company pursuant to an Assignment Agreement by and between BIO-RAP and the Company dated as of April 1, 2007.
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Related to Material License Agreements

  • Material Licenses All Material Licenses have been obtained or exist for each Covered Person.

  • Governmental Licenses Obtain and maintain all licenses, permits, certifications and approvals of all applicable Governmental Authorities as are required for the conduct of its business as currently conducted and as contemplated by the Loan Documents, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Commercial License Subject to the terms and conditions of this Agreement, CytomX hereby grants to ImmunoGen and its Affiliates an exclusive (even as to CytomX), non-transferable (except as expressly permitted in this Agreement), royalty-bearing license, including the right to grant sublicenses as described in Section 3.1.2 hereof, under the Licensed Intellectual Property, to Develop, make, have made, use, sell, offer for sale, import and otherwise Commercialize Licensed Products in the Field in the Territory. ImmunoGen and its Affiliates shall have the right to engage one or more Affiliates or Third Parties (the latter being referred to herein as “Permitted Third Party Service Providers”) as subcontractors to perform designated functions in connection with its activities under this Agreement (including transferring Licensed Know-How and CytomX Proprietary Materials as may be necessary for such Permitted Third Party Service Providers to perform such designated functions); provided that (a) ImmunoGen shall [***] and (b) ImmunoGen shall [***].

  • Governmental Licenses and Permits (a) Excluding Environmental Permits (which are covered solely in Section 3.11), and except as has not had and would not reasonably be expected to result in material liability to the Business, the Sellers hold all governmental qualifications, registrations, filings, privileges, franchises, licenses, permits, approvals or authorizations that are required for the operation of the Transferred Assets or the Business as conducted by the Sellers (collectively, “Material Permits”).

  • Additional Licenses For a period of five (5) years following the Distribution Date, in the event any member of the Honeywell Group, in Honeywell’s reasonable judgment, requires a license under any SpinCo IP in order to initiate and pursue any technical projects not covered by the licenses granted in Section 4.01(a), the Parties shall negotiate in good faith to license such SpinCo IP to the applicable member of the Honeywell Group on commercially reasonable terms. Notwithstanding anything to the contrary, if the Parties cannot reach agreement with respect to the terms of a license to SpinCo IP pursuant to the immediately preceding sentence, the applicable member of the Honeywell Group shall be permitted to challenge the validity or enforceability of such SpinCo IP (it being understood that such challenge is the sole remedy available to Honeywell in the event SpinCo does not grant such license, without regard to whether SpinCo has negotiated in good faith).

  • Initial License Fee In partial consideration for the exclusive license granted pursuant to Section 2.1 hereof, Licensee shall pay to Scripps a non-refundable license fee upon execution of this Agreement in the amount of 70,000 shares of Licensee common stock as specified in Exhibit D. The license fee described in this Section is consideration for the grant and continuation of the license hereunder, and Scripps shall have no obligation to return any portion of such license fee, notwithstanding any failure by Licensee to develop any Licensed Product or market any Licensed Product commercially, and notwithstanding the volume of sales of any such Licensed Product.

  • Permits, Licenses Copies of any permits, licenses, or other similar documents in Seller’s possession relating to the use, occupancy or operation of the Property; and

  • 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.

  • Company Permits Section 2.10.............13

  • Permits and Licenses 9.1 Attach copies of all Hazardous Materials permits and licenses including a Transporter Permit number issued to your company with respect to its proposed operations in, on or about the Premises, including, without limitation, any wastewater discharge permits, air emissions permits, and use permits or approvals. Existing tenants should attach copies of any new permits and licenses as well as any renewals of permits or licenses previously issued. The undersigned hereby acknowledges and agrees that (A) this Hazardous Materials Disclosure Certificate is being delivered in connection with, and as required by, Landlord in connection with the evaluation and finalization of a Lease Agreement and will be attached thereto as an exhibit; (B) that this Hazardous Materials Disclosure Certificate is being delivered in accordance with, and as required by, the provisions of Section 29 of the Lease Agreement; and (C) that Tenant shall have and retain full and complete responsibility and liability with respect to any of the Hazardous Materials disclosed in the HazMat Certificate notwithstanding Landlord's/Tenant's receipt and/or approval of such certificate. Tenant further agrees that none of the following described acts or events shall be construed or otherwise interpreted as either (a) excusing, diminishing or otherwise limiting Tenant from the requirement to fully and faithfully perform its obligations under the Lease with respect to Hazardous Materials, including, without limitation, Tenant's indemnification of the Indemnitees and compliance with all Environmental Laws, or (b) imposing upon Landlord, directly or indirectly, any duty or liability with respect to any such Hazardous Materials, including, without limitation, any duty on Landlord to investigate or otherwise verify the accuracy of the representations and statements made therein or to ensure that Tenant is in compliance with all Environmental Laws; (i) the delivery of such certificate to Landlord and/or Landlord's acceptance of such certificate, (ii) Landlord's review and approval of such certificate, (iii) Landlord's failure to obtain such certificate from Tenant at any time, or (iv) Landlord's actual or constructive knowledge of the types and quantities of Hazardous Materials being used, stored, generated, disposed of or transported on or about the Premises by Tenant or Tenant's Representatives. Notwithstanding the foregoing or anything to the contrary contained herein, the undersigned acknowledges and agrees that Landlord and its partners, lenders and representatives may, and will, rely upon the statements, representations, warranties, and certifications made herein and the truthfulness thereof in entering into the Lease Agreement and the continuance thereof throughout the term, and any renewals thereof, of the Lease Agreement.

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