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Licenses Under Other Assignor Technology. The parties acknowledge that Assignee has in the past obtained a license from and may, in the future, wish to obtain from Assignor licenses or assignments of Assignor’s interest in […​…]Other Assignor Technology”). The parties also acknowledge that Assignor is not under any obligation to grant licenses or any other right, title or interest in or to Other Assignor Technology to Assignee but shall consider any request from Assignee to obtain a license or assignment on a case by case basis, in its absolute discretion. Assignee and Assignor hereby agree that in the event that Assignee or its Licensees develops or commercializes any Product that is also covered by the Other Assignor Technology licensed or assigned by Assignor or any of , or Vienna directly to Assignee under a separate license agreement (an “Other License Agreement”):

Inbound Licenses. Part (c) of the Disclosure Schedule identifies as of the date of this Agreement each Contract pursuant to which any third-party Intellectual Property necessary for the conduct of the Business is licensed, sold, assigned, or otherwise conveyed or provided to the Seller or any Seller Affiliate (the “Inbound Licenses”) (other than # commercially available software or software‑as‑a-service agreements or # licenses or grants of rights ancillary to commercial agreements entered into in the Ordinary Course of Business (including with respect to manufacturing, customer, supply, distribution, retail and marketing agreements)).

In-Licenses. The licenses granted to Unum by SGI under the SGI Background IP will be subject to the terms and conditions of the SGI Existing In-Licenses or any In-Licenses for which SGI is the contracting party, as applicable. Without limiting the generality of the foregoing, Unum hereby agrees to comply with the terms and conditions of any SGI Existing In-Licenses or In-Licenses for which SGI is the contracting party as a sublicensee thereunder, and any breach by Unum of any SGI Existing In-Licenses or In-Licenses for which SGI is the contracting party will be treated as a breach of this Agreement by Unum, and further any such breach by Unum of any SGI Existing In-Licenses or In-Licenses for which SGI is the contracting party that could result in a termination of such SGI Existing In-License or In-Licenses for which SGI is the contracting party will give SGI the right to terminate this Agreement under [Section 16.3(a)(i)] with the consequences set forth in [Section 16.5(b)] (and without application of [Section 16.3(a)(ii)] or [Section 16.3(a)(iii)]) or to invoke immediately [Section 16.3(a)(iv)].

Data Licenses. Buyer shall own the Buyer Promoted Interest share of the Data generated under the Seismic Acquisition Agreement and delivered hereunder. Whether or not Seller has funded any portion of the 3-D Survey, Compass and Tamarack shall each be entitled to receive, at no cost, one (1) license of the Data pursuant to the terms of a Seismic License and Data Use Agreement (“License Agreement”), in the form of the attached [Exhibit F]. The License Agreement shall be executed by Compass and Tamarack upon delivery of the Data to each of them, and neither Compass nor Tamarack shall sell, transfer, license or disclose the Data, in whole or in part, except that Compass may grant full and unrestricted access to its license to CCF and HOPPS, as permitted by the terms of the License Agreement. Each party shall be responsible for and pay the cost of all copies of Data provided to such party. Seller shall only have the right to disclose Data to third parties in accordance with the License Agreement.

Permits and Licenses. [Schedule 3.18] sets forth all permits, licenses, orders, franchises and approvals from all federal, state, local and foreign governmental regulatory bodies held by the Company. The Company has all permits, licenses, orders, franchises and approvals of all federal, state, local and foreign governmental or regulatory bodies, whose failure to be held would have a Company Material Adverse Effect and such permits, licenses, orders, franchises and approvals are in full force and effect, and no suspension or cancellation of any of such other permits, licenses, etc. is pending or to the knowledge of the Company threatened; and the Company is in compliance in all material respects with all requirements, standards and procedures of the federal, state, local and foreign governmental bodies which have issued such permits, licenses, orders, franchises and approvals.

Permits and Licenses. Buyer holds no permits, licenses, orders, franchises or approvals from any federal, state, local or foreign governmental regulatory body. The Buyer has all permits, licenses, orders, franchises and approvals of all federal, state, local and foreign governmental or regulatory bodies, whose failure to be held would have an Buyer Material Adverse Effect and such permits, licenses, orders, franchises and approvals are in full force and effect, and no suspension or cancellation of any of such other permits, licenses, etc. is pending or to the knowledge of the Buyer threatened; and the Buyer is in compliance in all material respects with all requirements, standards and procedures of the federal, state, local and foreign governmental bodies which have issued such permits, licenses, orders, franchises and approvals.

Licenses and Permits. The Company and the Subsidiaries possess or have obtained, all licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as currently conducted, as described in the Registration Statement and the Prospectus (the “Permits”), except where the failure to possess, obtain or make the same would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary has received written notice of any proceeding relating to revocation or modification of any such Permit or has any reason to believe that such Permit will not be renewed in the ordinary course, except where the failure to obtain any such renewal would not, individually or in the aggregate, have a Material Adverse Effect.

No Implied Licenses. Except as expressly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any Intellectual Property Rights of such Party or its Affiliates.

No Implied Licenses. Denali acknowledges that the licenses granted under this [Article 3] are limited to the scope expressly granted, and all other rights under all Patents, Know-How and all other intellectual property rights owned or Controlled by are expressly reserved. Where a license granted by one Party to the other Party under this [Article 3] is for a particular purpose or with respect to a particular product, the granting Party retains all of its rights with respect to those intellectual property rights for those purposes not expressly licensed under this Agreement.

Licenses to Allena. Subject to me terms and conditions of this Agreement, Althea hereby grants to Allena an exclusive, royalty-bearing, sublicenseable (in accordance with [Section 2.2]), non-transferable (except in accordance with [Section 12.1]) license, under the Althea IP, to Develop, use, make, have made, market, offer to sell, sell, have sold, distribute, import or otherwise exploit Product Candidates and Licensed Products in the Field in the Territory.

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