Grouped Into 8 Collections of Similar Clauses From Business Contracts
This page contains License clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
License. (a) License Description. SmartLabs grants to Licensee the following (A) and (B), of which shall constitute the Licensee's license (the "License"), solely to, (i) use as office and laboratory space consistent with current zoning for the Building and all applicable laws; (ii) conduct Licensee's business; and (iii) collaborate with SmartLabs' staff and other licensees in accordance with this Agreement: (A) a non-transferable, non-assignable license to, (i) use Lab 12N and 13N, more specifically ide...ntified in the shaded portion of the floor plan attached to this Agreement as Exhibit 1 ("Lab Suite"), and (ii) use Office 08S, more specifically identified in the shaded portion of the floor plan attached to this Agreement as Exhibit 1 ("Office Suite"), and (B) a non-transferable, non-exclusive, non-assignable license to use any common areas ("Shared Premises"), subject to SmartLabs' Rules and Regulations (as defined herein). Any combination of the Lab Suite, Office Suite, and Shared Premises shall constitute the licensed premises (the "Licensed Premises"). Licensee shall accept the Licensed Premises in its "as-is" condition and SmartLabs shall have no obligation to alter, repair or otherwise prepare the Licensed Premises for Licensee's use or to pay for, or provide any, improvements to the Licensed Premises; provided, however, Licensor agrees to pay for the cost of certain demising walls as agreed between the parties. Licensee shall not use the Licensed Premises for any use other than the foregoing, including but not limited to medical care or human clinical trials, without first obtaining written permission from SmartLabs, which SmartLabs may withhold in its sole discretion. Licensee warrants that its use of the Licensed Premises shall at all times comply with all applicable rules, laws and regulations. (b) Scope of License. Unless otherwise expressly set forth herein, the License shall not grant access to any additional office or laboratory space in the Building. SmartLabs retains all of the rights and privileges as the property owner that are not inconsistent with the provisions of this Agreement. Licensee understands and agrees that other licensee(s) may jointly occupy portions of the Building, including but not limited to the Shared Premises. Licensee agrees to cooperate and coordinate with any other licensee(s) that occupies portions of the Building and that, other than the Lab Suite and Office Suite, use of any other portion of the Building shall not be exclusive to Licensee. Sections 10, 11 and 13 below shall apply to any and all Claims (as defined below) arising out of, or in connection with, any other licensee(s), persons or entities using or occupying the Building. (c) Occupants. The License shall only grant Licensee, and no more than fifteen (15) of Licensee's members, employees or agents (collectively, "Occupants"), access to the Licensed Premises; provided, however, that SmartLabs may grant access to additional Occupants ("Additional Occupants") as set forth in Section 3 below. All Occupants and Additional Occupants shall abide by, keep and observe all of SmartLabs' Rules and Regulations. Notwithstanding any of the foregoing, prior to having access to the Licensed Premises, all Occupants and any Additional Occupants, must first complete and pass any Environmental Health and Safety ("EH&S") training requested by SmartLabs. (d) License Subject to Lease. Notwithstanding anything contained herein to the contrary, this Agreement shall, at all times, remain subject to the Lease and the rights of the Landlord under the Lease. Upon Landlord's termination of the Lease, this Agreement shall also be deemed terminated.View More
License. (a) License Description. SmartLabs Licensor grants to Licensee the following (A) and (B), of which shall constitute the Licensee's license (the "License"), solely to, (i) use as office office, research and development, and laboratory space consistent with current zoning for the Building and all applicable laws; (ii) conduct Licensee's business; and (iii) collaborate with SmartLabs' Licensor's staff and other licensees in accordance with this Agreement: (A) a non-transferable, non-assignable lice...nse (except as expressly set forth herein) to, (i) use Private Lab 12N and 13N, H, more specifically identified in the shaded blue-shaded portion of the floor plan attached to this Agreement as Exhibit 1 ("Lab Suite"), and (ii) use Private Office 08S, G, more specifically identified in the shaded blue-shaded portion of the floor plan attached to this Agreement as Exhibit 1 ("Office Suite"), ("Lab Suite" and "Office Suite", collectively the "Licensed Premises") and (B) a non-transferable, non-exclusive, non-assignable license to use any common areas ("Shared Premises"), subject to SmartLabs' Rules Licensor's reasonable rules and Regulations restrictions; provided, however, in the event of a conflict between any such rules and regulations and this Agreement, this Agreement shall control. The parties acknowledge in all events during the Term (as defined herein). Any combination hereinafter defined) of this Agreement, the Lab Suite, Office Suite, and Shared Premises shall constitute include access to those conference room spaces, kitchen and training rooms that exist in substantially the licensed premises (the "Licensed Premises"). same or better manner than as of the date of this Agreement. Licensee shall accept the Licensed Premises and Shared Premises in its their "as-is" condition conditions and SmartLabs Licensor shall have no obligation to alter, repair or otherwise prepare the Licensed Premises for Licensee's use or to pay for, or provide any, improvements to the Licensed Premises; provided, however, Licensor agrees to pay for the cost of certain demising walls Premises except as agreed between the parties. expressly provided herein. Licensee shall not use the Licensed Premises or Shared Premises for any use other than the foregoing, including but not limited to medical care or human clinical trials, without first obtaining written permission from SmartLabs, Licensor, which SmartLabs Licensor may withhold in its sole discretion. Licensee warrants that its use of the Licensed Premises shall at all times comply with all applicable rules, laws and regulations. (b) Scope of License. Unless otherwise expressly set forth herein, the The License shall not grant include access to any additional office or laboratory space in the Building. SmartLabs retains all of the rights and privileges as the property owner that are not inconsistent with the provisions of this Agreement. Licensee understands and agrees that other licensee(s) may jointly occupy portions of the Building, not including the Licensed Premises, which shall be exclusive to the Licensee, but including but not limited to the Shared Premises. Licensee agrees to cooperate and coordinate with any other licensee(s) that occupies portions of the Building and that, other than the Lab Suite and Office Suite, Licensed Premises, use of any other portion of the Building shall not be exclusive to Licensee. Sections 10, 11 and 13 below Except as expressly set forth herein, Licensor shall apply to any and all Claims (as defined below) arising out of, or in connection with, have no liability for the actions of any other licensee(s), persons or entities using or occupying the Building. (c) Occupants. The License shall only grant Licensee, and no more than fifteen (15) twenty-seven (27) of Licensee's members, employees or agents (collectively, "Occupants"), access to the Licensed Premises and Shared Premises; further provided, however, that SmartLabs Licensor may grant access to additional Occupants ("Additional Occupants") as set forth in Section 3 below. All Occupants and Additional Occupants shall abide by, keep and observe all of SmartLabs' Rules and Regulations. Notwithstanding any of the foregoing, prior to having access to the Licensed Premises, all Occupants and any Additional Occupants, must first complete and pass any Environmental Health and Safety ("EH&S") training requested by SmartLabs. (d) License Subject to Lease. Notwithstanding anything contained herein to the contrary, this Agreement shall, at all times, remain subject to the Lease and the rights of the Landlord under the Lease. Upon Landlord's termination of the Lease, this Agreement shall also be deemed terminated.View More
License. (a) License Description. SmartLabs Licensor grants to Licensee the following (A) and (B), of which shall constitute the Licensee's license (the "License"), solely to, (i) use as office and laboratory space (and all uses ancillary thereto), in all cases, consistent with current zoning for the Building and all applicable laws; (ii) conduct Licensee's business; and (iii) collaborate with SmartLabs' Licensor's staff and other licensees in accordance with this Agreement: (A) a (A)a non-transferable, ...non-assignable license to, (i) use Lab 12N and 13N, J, more specifically identified in the shaded blue-shaded portion of the floor plan attached to this Agreement as Exhibit 1 ("Lab Suite"), and (ii) use Office 08S, J, more specifically identified in the shaded blue-shaded portion of the floor plan attached to this Agreement as Exhibit 1 ("Office Suite"), Suite") and (B) a non-transferable, non transferable, non-exclusive, non-assignable license to use any common areas ("Shared Premises"), subject to SmartLabs' Rules Licensor's reasonable rules and Regulations (as defined herein). Any combination of the restrictions which shall be implemented in a non-discriminatory basis with respect to Licensee. The Lab Suite, Office Suite, Suite and Shared Premises shall constitute the licensed premises (the "Licensed Premises"). Licensee shall accept the Licensed Premises in its "as-is" condition and SmartLabs Licensor shall have no obligation to alter, repair or otherwise prepare the Licensed Premises for Licensee's use or to pay for, or provide any, improvements to the Licensed Premises; provided, however, Licensor agrees to pay for the cost of certain demising walls Premises except as agreed between the parties. expressly provided herein. Licensee shall not use the Licensed Premises or Shared Premises for any use other than the foregoing, including but not limited to medical care or human clinical trials, without first obtaining written permission from SmartLabs, Licensor, which SmartLabs Licensor may withhold in its sole discretion. Licensee warrants that its use of the Licensed Premises shall at all times comply with all applicable rules, laws and regulations. (b) Scope of License. Unless otherwise expressly set forth herein, the The License shall not grant include access to any additional office or laboratory space in the Building. SmartLabs Licensor retains all of the rights and privileges as the property owner that are not inconsistent with the provisions of this Agreement. Licensee understands and agrees that other licensee(s) may jointly occupy portions of the Building, including but not limited to the Shared Premises. Licensee agrees to cooperate and coordinate with any other licensee(s) that occupies portions of the Building and that, other than the Lab Suite and the Office Suite, use of any other portion of the Building shall not be exclusive to Licensee. Sections 10, 11 and 13 below shall apply to any and all Claims (as defined below) arising out of, or in connection with, any other licensee(s), persons or entities using or occupying the Building. (c) Occupants. The License shall only grant Licensee, and no more than fifteen (15) twenty seven (27) of Licensee's members, employees or agents (collectively, "Occupants"), access to the Licensed Premises and Shared Premises; provided, however, that SmartLabs Licensor may grant access to additional Occupants ("Additional Occupants") as set forth in Section 3 below. All Occupants and Additional Occupants shall abide by, keep and observe all of SmartLabs' Rules and Regulations. Notwithstanding any of the foregoing, prior to having access to the Licensed Premises, all Occupants and any Additional Occupants, must first complete and pass any Environmental Health and Safety ("EH&S") training requested by SmartLabs. (d) License Subject to Lease. Notwithstanding anything contained herein to the contrary, this Agreement shall, at all times, remain subject to the Lease and the rights of the Landlord under the Lease. Upon Landlord's termination of the Lease, this Agreement shall also be deemed terminated.View More
License. (a) License Description. SmartLabs Licensor grants to Licensee the following (A) and (B), of which shall constitute the Licensee's license (the "License"), solely to, (i) use as office and laboratory space consistent with current zoning for the Building and all applicable laws; (ii) conduct Licensee's business; and (iii) collaborate with SmartLabs' Licensor's staff and other licensees in accordance with this Agreement: (A) a non-transferable, non-assignable license to, (i) to use Lab 12N Suites ...F, G and 13N, H more specifically identified in the shaded portion of the floor plan attached to this Agreement as Exhibit 1 ("Lab Suite"), Suites"), and (ii) use Office 08S, Suites F and G, more specifically identified in the shaded portion of the floor plan attached to this Agreement as Exhibit 1 ("Office Suite"), Suites")(Lab Suites and Office Suites are collectively the "Licensed Premises") and (B) a non-transferable, non-exclusive, non-assignable non- assignable license to use any common areas ("Shared Premises"), subject to SmartLabs' Rules Licensor's reasonable rules and Regulations (as defined herein). Any combination restrictions. Licensor shall deliver the Licensed Premises turnkeyed, at Licensor's expense, per a mutually agreed upon delivery condition and inclusive of all elements of the Lab Suite, Office Suite, attached Licensee space program and Shared based on building standard materials. Licensor shall deliver the Licensed Premises fully furnished with cabling and wiring included. Licensee shall constitute have access to the licensed premises (the "Licensed Premises"). furniture in the Licensed Premises for the entire Term at no additional cost; provided, however, that Licensor shall not be required to provide any furniture above and beyond what is explicitly set forth herein. Licensor shall deliver the Licensed Premises with all systems exclusively servicing the Licensed Premises in good working condition and suitable for laboratory uses. Licensor will deliver the Licensed Premises with code compliant demising walls and common area corridors, all as described in plans and specifications to be attached to this License as Exhibit 4. Licensee reserves the right to perform an independent due diligence of Building's base building infrastructure, provided Licensor is present and provided such due diligence is agreed upon by the Landlord and in accordance with the Lease. Subject to the delivery requirements set forth in this License, Licensee shall accept the Licensed Premises and Shared Premises in their "as-is" conditions. Licensor shall maintain HVAC, electrical, life safety and plumbing systems specifically servicing the Licensed Premises throughout the Term. Licensor shall remain responsible for all of the obligations of Licensor, as tenant, pursuant 1 to the terms of the Lease and shall take commercially reasonable efforts to cause the Landlord to perform its "as-is" condition and SmartLabs obligations pursuant to the Lease. Licensor shall have no obligation to alter, repair or otherwise prepare the Licensed Premises for Licensee's use or to pay for, or provide any, improvements to the Licensed Premises; provided, however, Licensor agrees to pay for the cost of certain demising walls Premises except as agreed between the parties. expressly provided herein. Licensee shall not use the Licensed Premises or Shared Premises for any use other than the foregoing, including but not limited to medical care or human clinical trials, without first obtaining written permission from SmartLabs, Licensor, which SmartLabs Licensor may withhold in its sole discretion. Licensee warrants that its use of the Licensed Premises shall at all times comply with all applicable rules, laws and regulations. (b) Scope of License. Unless otherwise expressly set forth herein, the The License shall not grant include access to any additional office or laboratory space in the Building. SmartLabs Licensor retains all of the rights and privileges as the property owner that are not inconsistent with the provisions of this Agreement. Licensee understands and agrees that other licensee(s) may jointly occupy portions of the Building, not including the Licensed Premises, which shall be exclusive to the Licensee, but including but not limited to the Shared Premises. Licensee agrees to cooperate and coordinate with any other licensee(s) that occupies portions of the Building and that, other than the Lab Suite and Office Suite, Licensed Premises, use of any other portion of the Building shall not be exclusive to Licensee. Sections 10, 11 and 13 below shall apply to any and all Claims (as defined below) arising out of, or in connection with, any other licensee(s), persons or entities using or occupying the Building. (c) Occupants. The License shall only grant Licensee, and no more than fifteen (15) 88 (eighty-eight) of Licensee's members, employees or agents (collectively, "Occupants"), access to the Licensed Premises; provided, Premises and Shared Premises. (d) Right of First Offer. The Licensee shall have a one-time Right of First Offer ("ROFO") on all fourth (4th) floor suites. Such ROFO shall only apply, however, that SmartLabs may grant access after (i) such suite(s) has/have been licensed to additional Occupants ("Additional Occupants") as set forth in Section 3 below. All Occupants a third party and Additional Occupants shall abide by, keep and observe all of SmartLabs' Rules and Regulations. Notwithstanding any of the foregoing, prior to having access to the Licensed Premises, all Occupants and any Additional Occupants, must first complete and pass any Environmental Health and Safety ("EH&S") training requested by SmartLabs. (d) License Subject to Lease. Notwithstanding anything contained herein to the contrary, this Agreement shall, at all times, remain subject to the Lease and the rights of the Landlord under the Lease. Upon Landlord's termination of the Lease, this Agreement shall also be deemed (ii) such third-party license has lapsed or been terminated. View More
License. During Your employment and after Your employment with the Company ends, You grant to the Company an irrevocable, nonexclusive, worldwide, royalty-free license to: (i) make, use, sell, copy, perform, display, distribute or otherwise utilize copies of the Licensed Materials, (ii) prepare, use and distribute derivative works based upon the Licensed Materials, and (iii) authorize others to do the same. You shall notify the Company in writing of any Licensed Materials You deliver to the Company.
License. During Your employment and after Your employment with the Company ends, You grant to the Company an irrevocable, nonexclusive, worldwide, royalty-free royalty-free, fully-paid, perpetual license (with the right to sublicense through multiple tiers of sublicensees) to: (i) make, use, sell, copy, publicly perform, display, distribute distribute, modify or otherwise utilize copies of the Licensed Materials, (ii) prepare, use and distribute derivative works based upon the Licensed Materials, and (ii...i) authorize others to do the same. same, and (iv) exercise any and all present and future rights set forth in clauses (i) through(iii) with respect to such Licensed Materials. You shall notify the Company in writing of any Licensed Materials You deliver to the Company and will not incorporate, or permit to be incorporated, Licensed Materials into any Work Product.12.Release. During Your employment and after Your employment with the Company ends, You consent to the Company's use of Your image, likeness, voice, or other characteristics in the Company's products or services based on work you performed during Your employment. You release the Company from any cause of action which You have or may have arising out of the use, distribution, adaptation, reproduction, broadcast, or exhibition of such characteristics. You represent that You have obtained, for the benefit of the Company, the same release in writing from all third parties whose characteristics are included in the services, materials, computer programs and other deliverables that You provide to the Company. View More
License. During Your employment engagement and after Your employment engagement with the Company ends, You grant to the Company an irrevocable, nonexclusive, worldwide, royalty-free license to: (i) make, use, sell, copy, perform, display, distribute distribute, or otherwise utilize copies of the Licensed Materials, (ii) prepare, use and distribute derivative works based upon the Licensed Materials, and (iii) authorize others to do the same. You shall notify the Company in writing of any Licensed Material...s You deliver to the Company. View More
License. During Your employment and after Your employment with the Company ends, You grant to the Company an irrevocable, nonexclusive, worldwide, royalty-free license to: (i) make, use, sell, copy, perform, display, distribute or otherwise utilize copies of the Licensed Materials, (ii) prepare, use and distribute derivative works based upon the Licensed Materials, and (iii) authorize others to do the same. You shall notify the Company in writing of any Licensed Materials You deliver to the Company. JK I...nitials 8. Release. During Your employment and after Your employment with the Company ends, You consent to the Company's use of Your image, likeness, voice or other characteristics in the Company's products, services or marketing or informational materials. You release the Company from any cause of action which You have or may have arising out of the use, distribution, adaptation, reproduction, broadcast or exhibition of such characteristics. You represent that You have obtained, for the benefit of the Company, the same release in writing from all third parties whose characteristics are included in the services, materials, computer programs and other deliverables that You provide to the Company. View More
License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee: (a) an exclusive (even as to Licensor), perpetual (subject to the termination rights of the Parties set forth in Section 14.3), non-transferable license, with right to grant and authorize sublicenses solely as permitted under Section 2.3, under the Licensed IP and the Licensor Trademarks for Licensee to Develop and Commercialize Products in the Licensee Territory; and (b) a non-exclusive, non-transferable ...license, with right to grant and authorize sublicenses (to a contract manufacturer only) solely as permitted under Section 2.3, under the Licensed IP for Licensee to Manufacture or have Manufactured Products for Commercialization in the Licensee Territory, including the right to Manufacture Crofelemer and Lechlemer; provided, however, that during the Term, Licensee shall only be entitled to utilize its license to Manufacture or have Manufactured Products to the extent provided in Section 6.3. For the avoidance of doubt, the Combined Company shall assume the rights and obligations of this Agreement, including but not limited to the licenses granted under this Section 2.1, without any additional consent or waiver by Licensor. 9 2.2 Licensee Grant to Licensor. Subject to the terms and conditions of this Agreement, Licensee hereby grants to Licensor an exclusive (even as to Licensee), perpetual (subject to the termination rights of the Parties set forth in Section 14.3) license under the Licensee Arising IP to Develop, Manufacture or Commercialize (a) Products anywhere in the world outside of the Licensee Territory and (b) any products for any Indications (other than the Licensed Indications) anywhere in the world (including the Licensee Territory). Licensor and its Affiliates shall have the right to sublicense the rights granted to it under this Section 2.2 to any Third Party; provided, that, in each such case, Licensor shall be responsible for any such Third Party as if Licensor were exercising such sublicensed rights itself under this Agreement. 2.3 Sublicense. Licensee may sublicense the rights granted to it under Section 2.1 to Third Parties with Licensor's prior written consent in each and every case, which consent by Licensor shall not be unreasonably withheld, delayed or conditioned; provided, that Licensee shall remain responsible for any acts or omissions of its Affiliates and Sublicensees with respect to this Agreement as if they were Licensee's own acts or omissions. 2.4 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed to have granted the other Party any license or other right to any intellectual property of such Party, whether by estoppel, implication or otherwise. Licensee acknowledges and agrees that as between Licensee and Licensor, except for the license granted under this Agreement, Licensor retains all right, title and interest in and to the Licensed Patents, including all improvements and enhancements to the Licensed Patents made or created by Licensee pursuant to this Agreement or made or created by or on behalf of Licensor during the Term (collectively, "Improvements").View More
License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee: (a) Licensee an exclusive (even as to Licensor), perpetual (subject to the termination rights of the Parties set forth in Section 14.3), non-transferable license, with right to grant and authorize sublicenses solely as permitted under Section 2.3, non-transferable, non-sublicensable license under the Licensed IP and the Licensor Trademarks for Licensee to Develop and Commercialize Products the Product for ...the Licensed Indication in the Licensee Territory; and (b) a non-exclusive, non-transferable license, with right to grant and authorize sublicenses (to a contract manufacturer only) solely as permitted under Section 2.3, under the Licensed IP for Licensee to Manufacture or have Manufactured Products for Commercialization in the Licensee Territory, including the right to Manufacture Crofelemer and Lechlemer; provided, however, that during the Term, Licensee shall only be entitled to utilize its license to Manufacture or have Manufactured Products to the extent provided in Section 6.3. For for the avoidance of doubt, nothing in this Agreement grants Licensee the Combined Company shall assume right to manufacture or have manufactured the rights and obligations Product for Commercialization or any other purpose, as set forth in Section 4.1 hereof (Supply of this Agreement, including but not limited to the licenses granted under this Section 2.1, without any additional consent or waiver by Licensor. 9 Product). 2.2 Licensee Grant to Licensor. Subject to the terms and conditions of this Agreement, Licensee hereby grants to Licensor an exclusive (even as to Licensee), perpetual (subject to the termination rights of the Parties set forth in Section 14.3) 13.3 (Effect of Termination)), transferable license under the Licensee Arising IP to Develop, Manufacture Develop or Commercialize (a) Products any product for any Indication anywhere in the world outside of (other than, with respect to Commercialization, the Licensee Territory and (b) any products Product for any Indications (other than the Licensed Indications) anywhere Indication in the world (including the Licensee Territory). Licensor and its Affiliates shall have the right to sublicense the rights granted to it under this Section 2.2 to any Third Party; provided, that, in each such case, Licensor shall be responsible for any such Third Party as if Licensor were exercising such sublicensed rights itself under this Agreement. 9 2.3 Sublicense. Licensee may sublicense the rights granted to it under Section 2.1 to Third Parties with Licensor's prior written consent in each and every case, which consent by Licensor shall not be unreasonably withheld, delayed or conditioned; provided, that Licensee shall remain responsible for any acts or omissions of its Affiliates and Sublicensees with respect to this Agreement as if they were Licensee's own acts or omissions. 2.4 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed to have granted to the other Party any license or other right to any intellectual property of such Party, whether by estoppel, implication or otherwise. Licensee acknowledges and agrees that as between Licensee and Licensor, except for the license granted under this Agreement, Licensor retains all right, title and interest in and to the Licensed Patents, including all improvements and enhancements to the Licensed Patents made or created by Licensee pursuant to this Agreement or made or created by or on behalf of Licensor during the Term (collectively, "Improvements"). View More
License. The Seller is obliged at their risk and expenses to receive the Export License, and the Buyer - the Import License. 9.2. The Party is obliged to inform the other Party on the obtaining of the License for importation / exportation of Goods under the present Contract, in case of necessity of such License, not later than 30 days prior to the month of delivery.
License. 9.1. The Seller Sellers is obliged at their his risk and expenses to receive the Export License, and the Buyer - or the End User – the Import License. 9.2. The Party Buyers is obliged to inform advise the other Party Sellers on the obtaining of the License for importation / exportation of Goods goods under the present Contract, in case of necessity of such License, License not later than 30 days prior to the month of delivery.
License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, personal and non-transferable (except as provided in Article 12.1) license under Licensor Patent Rights for the term of this Agreement solely for the purpose of establishing, operating and marketing the Licensed Products in the Territory (the "License"). The License includes the limited right of Licensee to grant sublicenses to its partners, co-sponsors, joint-venturers, trustees, custodian...s and agents (each a "Sublicensee"), but solely in connection with such Sublicensee's establishment, operation and marketing of the Licensed Product and provided that Licensee shall have previously entered into an enforceable, written agreement with each such Sublicensee on terms no less protective of Licensor's rights in the Licensor Patent Rights than the terms in this Agreement and shall provide Licensor with copies of such agreements on request. ALL RIGHTS NOT SPECIFICALLY AND EXPRESSLY GRANTED TO LICENSEE IN THIS ARTICLE 2 ARE HEREBY RESERVED TO THE LICENSOR.View More
License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, personal and non-transferable (except as provided in Article 12.1) license under Licensor Patent Rights for the term of this Agreement solely for the purpose of establishing, operating and marketing the Licensed Products in the Territory (the "License"). The License includes the limited right of Licensee to grant sublicenses to its partners, co-sponsors, joint-venturers, trustees, the Licen...see's Affiliates, agents, Licensed Products and such Licensed Products' trustees and custodians and agents (each a "Sublicensee"), but solely in connection with such Sublicensee's establishment, operation and marketing of the Licensed Product and provided that Licensee shall have previously entered into an enforceable, written agreement with each such Sublicensee on terms no less protective of Licensor's rights in the Licensor Patent Rights than the terms in this Agreement and shall provide Licensor with copies of such agreements on request. For the avoidance of any doubt, the Gold Trust is a permitted Sublicensee under this Agreement. ALL RIGHTS NOT SPECIFICALLY AND EXPRESSLY GRANTED TO LICENSEE IN THIS ARTICLE 2 ARE HEREBY RESERVED TO THE LICENSOR. View More
License. To the extent that any pre-existing materials are contained in the materials Executive delivers to the Company or the Company's customers, and such preexisting materials are not Work Product, Executive grants to the Company an irrevocable, nonexclusive, worldwide, royalty-free license to: (i) use and distribute (internally or externally) copies of, and prepare derivative works based upon, such pre-existing materials and derivative works thereof and (ii) authorize others to do any of the foregoin...g. Executive shall notify Company in writing of any and all pre-existing materials delivered to the Company by Executive.View More
License. To the extent that any pre-existing materials are contained in the materials Executive delivers to the Company or the Company's customers, and such preexisting materials are not Work Product, Executive grants to the Company an irrevocable, nonexclusive, worldwide, royalty-free license to: (i) use and distribute (internally or externally) copies of, and prepare derivative works based upon, such pre-existing materials and derivative works thereof and (ii) authorize others to do any of the foregoin...g. Executive shall notify Company in writing of any and all pre-existing materials delivered to the Company by Executive. -9- 19. Release. Executive acknowledges that Executive may provide the image, likeness, voice, or other characteristics of Executive in the services, materials, computer programs, and other deliverables that Executive provides as a part of this Agreement. Executive hereby consents to the use of such characteristics of Executive by the Company in the products or services of the Company and its affiliates and releases the Company and its affiliates and their respective agents, contractors, licensees, and assigns from any claims which Executive has or may have for invasion of privacy, right of publicity, copyright infringement, or any other causes of action arising out of the use, adaptation, reproduction, distribution, broadcast, or exhibition of such characteristics. View More
License. Each party grants to the other a limited license to use certain Technology as described in this section. 8.1 With respect to any ThinKom Technology that is incorporated in or required in connection with the use of any Product or Deliverable under this Agreement, ThinKom hereby grants to Gogo a perpetual, non-exclusive, royalty-free, irrevocable, worldwide license, with full Confidential and Proprietary 4 Gogo LLC rights of assignment and sublicense, to use, perform, copy, display, reproduce, mar...ket, sell, and distribute such ThinKom Technology as a component of the Product. Notwithstanding the foregoing, Gogo's rights to perform, copy or reproduce such ThinKom Technology shall be only in the event Gogo exercises its rights pursuant to the terms of Section 8.2 below. 8.2 Should ThinKom cease to be a going concern or discontinues or is unwilling to manufacture or produce the Product, then with respect to any ThinKom Technology that is incorporated in or required in connection with the use of any Product or Deliverable under this Agreement, Gogo has the full right and authority pursuant to the grant of the license set forth in Section 8.1, to, for the Commercial and Business Aviation Sectors, use, perform, copy, display, reproduce, market, sell, and distribute such ThinKom Technology as a component of the Product by all means now known or later developed, to modify the Product and Deliverables, and to manufacture or have the Product and Deliverables manufactured. 8.3 With respect to any Gogo Technology that is incorporated in or required in connection with the manufacture of the Product, during the term and subject to the provisions of this Agreement, Gogo grants to ThinKom a royalty-free, worldwide, non-exclusive license, with full rights of assignment to permitted assignees of ThinKom's other rights under this Agreement, to use such Gogo Technology to manufacture or have manufactured the Product or Deliverables solely for Gogo. 8.4 Should ThinKom cease to be a going concern or discontinues or is unwilling to manufacture or produce the Product, then with respect to any ThinKom Technology that is incorporated in or required in connection with the use of any Product or Deliverable under this Agreement, Gogo has the full right and authority pursuant to the grant of the license set forth in Section 8.1, to use, perform, copy, display, reproduce, market, sell, and distribute such ThinKom Technology as a component of the Product by all means now known or later developed, to modify the Product and Deliverables, and to manufacture or have the Product and Deliverables manufactured, and if ThinKom ceases to be a going concern or discontinues or is unwilling to manufacture or produce the Product, such license is granted to Gogo without Gogo incurring any additional obligation to ThinKom. Upon the occurrence of any Step-In Event, Gogo may, during a period of up to three (3) months, remain in any ThinKom facility. Gogo will be responsible for all costs associated with actions Gogo takes related to any Step-In-Event, including Gogo costs and any third party costs. 8.5 For the purposes of Section 8.4, a "Step-In-Event" means any or all of the following: (i) ThinKom is consistently unable to fulfill its on-time delivery requirements under the Agreement, (ii) the Product fails to meet the MTBF requirements under this Agreement, or (iii) the delivered Products are deemed to have Excessive Defects.View More
License. Each party grants to the other a limited license to use certain Technology as described in this section. 8.1 With respect to any ThinKom Technology that is incorporated in or required in connection with the use of any Product or Deliverable under this Agreement, ThinKom hereby grants to Gogo a perpetual, non-exclusive, royalty-free, irrevocable, worldwide license, with full Confidential and Proprietary 4 Gogo LLC rights of assignment and sublicense, to use, perform, copy, display, reproduce, mar...ket, sell, and distribute such ThinKom Technology as a component of the Product. Notwithstanding the foregoing, Gogo's rights to perform, copy or reproduce such ThinKom Technology shall be only in the event Gogo exercises its rights pursuant to the terms of Section 8.2 below. 8.2 Should After Gogo's acceptance of the initial 10 Black Label Shipsets, should ThinKom cease to be a going concern or discontinues or is unable or unwilling to manufacture or produce the Product, then with respect to any ThinKom Technology that is incorporated in or required in connection with the use of any Product or Deliverable under this Agreement, Gogo has the full right and authority pursuant to the grant of the license set forth in Section 8.1, to, for the Commercial and Business Aviation Sectors, use, perform, copy, display, reproduce, market, sell, and distribute such ThinKom Technology as a component of the Product by all means now known or later developed, to modify the Product and Deliverables, and to manufacture or have the Product and Deliverables manufactured. 8.3 With respect to any Gogo Technology that is incorporated in or required in connection with the manufacture of the Product, during the term and subject to the provisions of this Agreement, Gogo grants to ThinKom a royalty-free, worldwide, non-exclusive license, with full rights of assignment to permitted assignees of ThinKom's other rights under this Agreement, to use such Gogo Technology to manufacture or have manufactured the Product or Deliverables solely for Gogo. 8.4 Should Confidential and Proprietary 3 Gogo LLC 9. Exclusivity. ThinKom cease agrees to be a going concern or discontinues or is unwilling supply the shipset set out in Exhibit A exclusively to manufacture or produce Gogo for the Product, then with respect to any ThinKom Technology that is incorporated in or required in connection with the use term of any Product or Deliverable under this Agreement, Gogo has the full right and authority pursuant subject to the grant terms and conditions of the license set forth in Section 8.1, to use, perform, copy, display, reproduce, market, sell, and distribute such ThinKom Technology as a component of the Product by all means now known or later developed, to modify the Product and Deliverables, and to manufacture or have the Product and Deliverables manufactured, and if ThinKom ceases to be a going concern or discontinues or is unwilling to manufacture or produce the Product, such license is granted to Gogo without Gogo incurring any additional obligation to ThinKom. Upon the occurrence of any Step-In Event, Gogo may, during a period of up to three (3) months, remain in any ThinKom facility. Gogo will be responsible for all costs associated with actions Gogo takes related to any Step-In-Event, including Gogo costs and any third party costs. 8.5 For the purposes of Section 8.4, a "Step-In-Event" means any or all of the following: (i) ThinKom is consistently unable to fulfill its on-time delivery requirements under the Agreement, (ii) the Product fails to meet the MTBF requirements under this Agreement, or (iii) the delivered Products are deemed to have Excessive Defects. Exhibit A. View More
License. Licensor grants to Licensee and Licensee accepts from Licensor anexclusive, royalty-bearing, non sub-licensable, non-assignable, License to use Licensor's Technology in indoor gardening applications. 2.2 Reservation of Rights. Licensor expressly reserves all rights other than those being conveyed or granted in this Agreement. 2.2 Diligence. Licensee shall use reasonably commercial efforts consistent with prudent business judgment in the development and promotion of products utilizing the Licenso...r's Technology.View More
License. Licensor grants to Licensee and Licensee accepts from Licensor anexclusive, royalty-bearing, non sub-licensable, a Exclusive Sub-Licensable, non-assignable, License world-wide license to use the Licensor's Technology on a First Right to Refusal Basis, and such license shall be non-revocable and perpetual except as otherwise set forth in indoor gardening applications. this Agreement. 2.2 Reservation of Rights. Licensor expressly reserves all rights other than those being conveyed or granted in th...is Agreement. 2.2 Diligence. Licensee shall use reasonably commercial efforts consistent with prudent business judgment in the development of the Field, and promotion in the promotion(s) of products utilizing in the Licensor's Technology. Territory. View More
