Licensed rights clause samples

5.2 Upon Termination. Upon expiration or termination of this Agreement, all rights granted to the Company under this Agreement with respect to the Licensed Rights shall cease, and the Company shall immediately discontinue use of the Licensed Rights. For one year following termination of this Agreement, the Company shall specify on all public-facing materials in a prominent place and in prominent typeface that the Company is no longer operating under the Licensed Rights and is no longer associated with Licensor. The Company stipulates that upon expiration or termination of this Agreement, the Company will be required to change its corporate name.

In October 2018, Cytocardia entered into an exclusive start-up license agreement (the UW Agreement), with the University of Washington (UW), pursuant to which Cytocardia obtained an exclusive license under certain patents relating to stem cell-derived cardiomyocytes and heart regeneration owned solely by UW or jointly by UW and the University of Cambridge for which UW has the sole right to control the protection and licensing pursuant an inter-institutional agreement between UW and the University of Cambridge. We amended the UW Agreement in November 2019, concurrently with the closing of our acquisition of Cytocardia and subsequently assigned the UW Agreement from Cytocardia to us. The scope of the license is to make, have made, use, offer to sell, sell, offer to lease or lease, import, or otherwise offer to dispose of products worldwide (i)for any use, with respect to certain specified licensed patents, (ii)for the production of cardiomyocytes having an atrial/ventricular phenotype, with respect to other specified licensed patents, and (iii)heart regeneration therapy, with respect to other specified licensed patents. Additionally, UW granted us a non-exclusive, worldwide license to use certain related know-how, clinical trial information and program materials. We may sublicense the exclusively licensed rights under the UW Agreement. We may also sublicense its rights in non-exclusively licensed rights, but only for the purpose of using them in conjunction with exclusively licensed rights. We utilize intellectual property in our cardiomyocyte program. For a period of 12 months after the effective date of the UW Agreement, UW agreed to provide reasonable written notice to us of any improvements to the licensed patents upon notice to UW.

2.3. Sublicense Rights. Company and Sublicensees shall have the right, exercisable during the term of this Agreement, to Sublicense the exclusively Licensed Rights under this Agreement. Company and Sublicensees may also during the term of this Agreement sublicense its rights in non-exclusively Licensed Rights, but only for the purpose of using in conjunction with exclusively Licensed Rights. Company may not grant Sublicensees the right to enforce Licensed Rights. Company will remain responsible for its obligations under. this Agreement. Except for Permitted Sublicensees, Company shall ensure that the Sublicense agreement: (a)contains terms and conditions that require Sublicensee to comply with the terms and conditions of this Agreement applicable to Sublicensees, including a release substantially similar to that provided by Company in Section10.1 (Company’s Release); a warranty substantially similar to that provided by Company in Section11.1 (Authority); University disclaimers and exclusions of warranties under Sections 11.4 and 11.5 (Disclaimers and Intellectual Property Disclaimers); and limitations of remedies and damages substantially similar to those provided by Company in Sections 12.1 (Remedy Limitation) and 12.2 (Damage Cap); (b) specifically incorporates provisions of this Agreement regarding obligations pertaining to indemnification, use of names and insurance. Company will provide University with a copy of the executed Sublicense, excluding any Permitted Sublicense agreement, within [***] days after its execution. Company will not enter into any Sublicense agreement if the terms of such agreement are inconsistent in any material respect with the material terms of this Agreement. Any Sublicense made in violation of this Section2.3 (Sublicense Rights) will be void and will constitute an event of default that requires remedy under Section9.2 (Termination by University).

7.2. Company’s Right to Enforce. During the term of this Agreement, [***] has the first right to respond to, defend, and prosecute in its own name, and at its own expense, actions or suits relating to the exclusively Licensed Rights. [***] may request in writing that [***] take action against known infringer. If required by law or otherwise legally necessary for such action to proceed, [***] may request that [***] be joined as a party plaintiff and [***] will consider such request in good faith, such request not to be unreasonably denied, provided that (a)[***] must notify [***] at least [***] days before [***] files suit, and (b)[***] will reimburse [***] for all reasonable legal fees and costs incurred by [***] in connection with such action. [***] will not settle any suits or actions in any manner relating to the Licensed Rights that is detrimental to the [***] or to the scope or validity of Licensed Rights, without obtaining the prior written consent of [***], which consent shall not be unreasonably withheld or delayed.

8.3. Enforceability of Licensed Rights. Notwithstanding challenge by any Third Party, any Licensed Right will be enforceable under this Agreement until such Licensed Right is determined to be invalid.

13.22. Entire Agreement. This Agreement (including all attachments, exhibits, and amendments) is the final and complete understanding between the Parties concerning licensing· the Licensed Rights. This Agreement supersedes any and all prior or contemporaneous negotiations, representations, and agreements, whether written or oral, concerning the Licensed Rights. This Agreement may not be modified in any manner, except by written agreement signed by an authorized representative of both Parties.

On April 12, 2017 the Company entered into an agreement with a related party for certain intellectual property rights related to SONDORS electric bikes. Such intellectual property includes copyright rights, patent rights, trademarks, trade names, domain names, rights of priority and trade secrets. Simultaneously, the Company entered into an exclusive, worldwide non-transferable, non-sublicensable and royalty free license agreement with the same related party, to exploit the licensed rights. The agreement is perpetual with termination provisions based on material breach of the agreement or the Company’s insolvency.

2.4.Use. As between the parties, Licensee shall be responsible for determining how to exploit the Licensed Rights. Licensee shall likewise be solely and exclusively responsible for any and all costs, obligations, liabilities and debts which may be created or incurred in connection with the use or other exploitation of the Licensed Rights.

5.2.Maintaining the Licensed Rights. Licensor shall file applications to register, prosecute such applications, and maintain the Licensed Rights at its expense and discretion. If Licensor fails to file any application, pay any maintenance fee, or take any other maintenance action with respect to the Licensed Rights, then Licensee shall then have the right subject to Licensor’s consentto file such application, pay such fee at its own expense or take such action.

2.2 Sublicense Rights. Company has the right, exercisable during the term of this Agreement, to grant Sublicenses to its exclusively Licensed Rights under this Agreement. Company may grant Sublicensees the right to grant Sublicenses, but not the right to enforce Licensed Rights, solely within the scope of the rights granted to Company herein. For clarity, the preceding sentence does not preclude Sublicensees from joining an enforcement action brought by Company and/or University to enforce Licensed Rights. Company will remain responsible for its obligations under this Agreement. Except for Permitted Sublicensees, Company will ensure that the Sublicense agreement: (a) contains terms and conditions that require Sublicensee to comply with the terms and conditions of this Agreement applicable to Sublicensees, including a release substantially similar to that provided by Company in Section 10.1 “Company’s Release”; a warranty substantially similar to that provided by Company in Section 11.1 “Authority”; University disclaimers and exclusions of warranties under Sections 11.2.1 and 11.2.2 “General Disclaimers” and “Intellectual Property Disclaimers”; and limitations of remedies and damages substantially similar to those provided by Company in Sections 12.1 “Remedy Limitation” and 12.2 “Damage Cap”; (b) specifically incorporates provisions of this Agreement regarding obligations pertaining to indemnification, use of names and insurance binding Sublicensee to same extent as Company is bound in this Agreement. Company will provide University with a copy of the executed Sublicense, excluding any Permitted Sublicense agreement, within thirty (30) days after its execution. Company will not enter into any Sublicense agreement if the terms of such agreement are inconsistent in any material respect with the material terms of this Agreement. Any Sublicense made in violation of this Section 2.2 “Sublicense Rights” will be void and will constitute an event of default that requires remedy under Section 9.2 “Termination by University”.

7.3 Distributions. Out of any Sublicense fees, royalties, damages, awards, or settlement proceeds from any settlement or judgment for infringement of Licensed Rights, Company is allowed to first recover its reasonable attorney’s fees and other out-of-pocket expenses directly related to any action, suit, or settlement for infringement of the Licensed Rights. Any payment by an alleged infringer that, under the terms of the applicable settlement agreement or judgment, (a) constitutes consideration for Net Sales of infringing product (or an equivalent characterization in the nature of a product royalty) will be handled according to the payment provisions in Section A3.2 “Running Royalty Payments”, and (b) constitutes consideration for the grant of a Sublicense (or an equivalent characterization) will be handled according to Section A3.7 “Sublicense Consideration” of Exhibit A. Any remaining proceeds will be distributed seventy-five percent (75%) to Company and twenty-five percent (25%) to University.

6.1 Licensed Products Manufactured by 704GAMES. The Licensed Products shall meet or exceed high standards of style, appearance, image and quality (including, but not limited to, quality of material and workmanship) in order to protect and enhance the Licensed Rights, the high reputations enjoyed by NTP, NTP Licensors, the Teams, Driver(s) and their sponsors, and the substantial goodwill pertaining thereto. All units and copies of the Licensed Product shall be consistent with, or superior in quality to, the builds provided to and approved by NTP. Such approval by NTP shall not be unreasonably withheld, conditioned or delayed. If NTP should disapprove any build, it shall provide specific reasons for such disapproval. Once such builds have been approved by NTP, 704GAMES shall not materially depart therefrom without NTP’s prior express consent, which shall not be unreasonably withheld, conditioned or delayed. 704GAMES shall manufacture, package, ship and label the Licensed Products in accordance with (i) all applicable foreign, federal, state and local laws, rules and regulations, (ii) all applicable industry standards and guidelines, (iii) the reasonable manufacturing and packaging specifications and requirements established from time to time by NTP or the NTP Licensors that have granted rights with respect to the Licensed Products and communicated in advance in writing to 704GAMES, and (iv) any “codes of conduct” of sponsors communicated in advance in writing to 704GAMES. NTP shall supply to 704GAMES promptly upon the occurrence thereof updated written guidelines as to style/use, brand positioning and creative/artwork governing approved and appropriate uses of the Licensed Rights. 704GAMES shall remain fully responsible for compliance with such written guidelines pertaining to design, quality, product liability and other aspects of the Licensed Products. Any warranties given by 704GAMES shall comply with the Magnuson-Moss Warranty Act and any other applicable laws, rules or regulations.

6.4 Changes to Licensed Rights. 704GAMES acknowledges that, from time-to-time, it may be necessary for NTP for reasons beyond its control or an NTP Licensor for such reasons to modify certain elements of the Licensed Rights used in connection with the Licensed Products and/or Esports, to add additional elements to the Licensed Rights, or to discontinue use of some or all of the elements or Licensed Rights. Accordingly, neither NTP nor any NTP Licensor represents or warrants that the Licensed Rights or any elements thereof will be available, maintained or used in any particular fashion. Subject to the foregoing, any new elements or modifications to existing elements used by NTP or any NTP Licensor or required by their sponsors following the execution of this Agreement may be included as, or deleted from (as applicable), the Licensed Rights. To the extent permitted by Team sponsors, 704GAMES shall not be precluded from using any Licensed Rights as contemplated in this Agreement. Subject to the foregoing, 704GAMES agrees to comply with NTP’s written request to include such elements as, or delete such elements from, the Licensed Rights within a reasonable period of time specified by NTP from its receipt of such written request; provided such changes shall not restrict or limit 704GAMES’ rights to sell or distribute Licensed Products in production or produced at the time of such request or, at its election, to liquidate such products in accordance with the terms hereof, and NTP will work with 704GAMES in good faith to prepare for and consider issues related to such changes with as much advance notice as reasonably practical, and, provided further, that 704GAMES, in accordance with the requirements of Section 11 hereof, agrees to keep such information confidential until such time as NTP, the Teams or Driver, or their sponsors elect to disclose such information or otherwise authorize 704GAMES to disclose such information.

9.2 No Assignment; Acknowledgements. This Agreement shall not be considered as implying any assignment, either partial or temporary, of trademark or copyright rights of any NTP Licensor. NTP, or its NTP Licensors, shall remain as the sole holders of all rights therein as well as all actions or claims, or both, in connection with said Licensed Rights. 704GAMES acknowledges that (i) the Licensed Rights are unique and original, (ii) NTP, or its NTP Licensors, as applicable, have acquired substantial and valuable goodwill in the Licensed Rights, and (iii) the Licensed Rights have acquired a secondary meaning as trademarks uniquely associated with the merchandise authorized by that NTP Licensor. 704GAMES will at no time use or authorize the use of any trademark, trade name or other designation identical with or confusingly or colorably similar to any of the trademarks or service marks of the NTP Licensors.

15.7 Obligation to use Licensed Rights. During the Term, 704GAMES shall not manufacture, sell, or distribute any products with a stock car or stock truck racing theme that do not include the Licensed Rights as contemplated herein without NTP’s prior written approval.

iii.Maintain the Licensed Rights. Each respective DeLonge Party shall make all commercially reasonable efforts to protect, defend and maintain the Licensed Rights as necessary to give effect to the License granted to TTS AAS herein, including copyright and trademark administration and defense.

4.Approvals. The approval by any of the DeLonge Parties of TTS AAS-generated content in relation to the Licensed Products or any related packaging or promotional materials shall be at the absolute and sole subjective discretion of the relevant DeLonge Party. TTS AAS acknowledges and agrees that such approval right by any such DeLonge Party is a vital part of the commercial value of the Licensed Rights. For purposes of clarification, any materials provided by the DeLonge Parties expressly for use on the Licensed Products shall be deemed approved, subject to third party publishers or other third parties approvals.

7.3. Distributions. Out of any Sublicense fees, royalties, damages, awards, or settlement proceeds from any settlement or judgment for infringement of Licensed Rights, Company is allowed to first recover its reasonable attorney’s fees and other out-of-pocket expenses directly related to any action, suit, or settlement for infringement of the Licensed Rights. Any payment by an alleged infringer that, under the terms of the applicable settlement agreement or judgment, (a) constitutes consideration for Net Sales of infringing product (or an equivalent characterization in the nature of a product royalty) will be handled according to the payment provisions in Section A3.2 (Running Royalty Payments), and (b) constitutes consideration for the grant of a Sublicense (or an equivalent characterization) will be handled according to Section A3.4 (Sublicense Consideration). Any remaining proceeds will be distributed 75% to Company and 25% to University.

(a)Subject to (i) all of the terms and conditions of this Agreement (including the Code of Conduct for Manufacturers and Producers set forth on Exhibit A hereto) and (ii) the rights granted under the option agreement annexed hereto as Exhibit B (“Movie Option Agreement”) between the Licensor and Claymore Entertainment Company LLC, an affiliate of Alcon Entertainment LLC, dated as of July 15, 2013 (which Movie Option Agreement has been separately assigned to Company as of the Effective Date), as such rights may be assigned, reassigned, granted or transferred by Licensor or Company to other persons hereafter, Licensor hereby grants to Company, during the Term, the exclusive worldwide right and license to Exploit the Licensed Rights, subject to the terms herein. This Agreement expressly includes the right to sublicense these rights to Company’s affiliates and third-party sublicensees of Company engaged in the production, distribution and exhibition of Video Content or tangible merchandise or publishing products directly and solely related to Video Content created through the Exploitation of the Licensed Rights. It is expressly understood and agreed by Company that Company may Exploit the Property only in connection with the Licensed Rights and only in accordance with the terms hereof. Company agrees that it will not use or adopt any corporate name, trade name, trade dress or other form of corporate identification (which includes the Property) or any portion thereof other than its current name without Licensor’s approval.

(c)Company will maintain, or have maintained on its behalf, accurate books and records with respect to all revenues and expenses of Company related to the Licensed Rights. Such books and records will be available upon reasonable advance notice for inspection, auditing and copying by Licensor or its authorized agents or representatives during ordinary business hours prior to the conclusion of a two (2) year period following the conclusion of the relevant calendar year quarter.

(a)Licensor shall use its commercially reasonable efforts to pursue the elimination of any infringement of the Property in connection with any content or products or Advertising Materials or media vehicle using the Licensed Rights. Company agrees to notify Licensor in writing of any infringement or imitations by others of the Property on any content or products or Advertising Materials or media vehicle using the Licensed Rights if and when such become known to Company.

14.No free use of Licensed Rights. Company agrees, that without Licensor’s prior written consent, no content or products using the Licensed Rights will be given away free of charge by Company, or authorized by Company to be given away free of charge by any third party.

On March 31, 2015, RX Healthcare issued an exclusive license to the Company for North America for the manufacture of insoles made with AcuFAB which are use in shoes or outside of shoes and the other rights defined herein (all being referred to herein as the "Licensed Rights." In exchange for the License Right the Company is to pay RX Healthcare $500,000 in cash or in qualified common stock. The obligation to be carried on the Company's books as a contract liability. In addition to the one time license fee, the Company is to pay RX Healthcare a Royalty of !0% on the net sales of insoles.

6.5.1Infringement by Third Parties. In the event that Novavax or CPLB becomes aware of or has reasonable suspicions of Third Party activities in the Territory that could constitute infringement or misappropriation of the Novavax Licensed Rights and/or CPLB Licensed Rights, then such Party shall promptly notify the other Party of such Third Party activities, including identification of such Third Party and delineation of the facts relating to such Third Party activities. Novavax shall have the right (but shall not be obligated) to enforce the Novavax Licensed Rights and/or CPLB Licensed Rights against any actual or alleged infringement or misappropriation thereof in the Territory by a Third Party (by bringing a suit, action or proceeding against such Third Party), at Novavax' sole expense. If Novavax does not enforce such Novavax Licensed Rights and/or CPLB Licensed Rights by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then CPLB shall have the right (but not the obligation) to enforce such Novavax Licensed Rights and/or CPLB Licensed Rights against any actual or alleged infringement or misappropriation thereof in the Territory by a Party (by bringing a suit, action or proceeding against such party), at CPLB's sole expense; provided, however, in the event Novavax does not enforce such Novavax Licensed Rights, CPLB shall obtain Novavax’ prior written consent before it may enforce such Novavax Licensed Rights. The non-prosecuting Party shall reasonably cooperate with the prosecuting Party in such enforcement activities, at the prosecuting Party's expense, including by agreeing to be named as a party to (or bringing in its own name) such suit, action or proceeding for the benefit of the non-prosecuting Party if required for such enforcement action to proceed. The prosecuting Party shall keep the non-prosecuting Party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting Party related to such suit, action or proceeding. All recoveries received by the prosecuting Party from any such enforcement action shall be retained by the prosecuting Party.

6.5.2Challenge by Third Parties. Novavax and CPLB will each notify the other Party in writing within ten (10) business days of learning of any alleged or threatened opposition, reexamination request, action for declaratory judgment, nullity action, interference or other attack upon the validity, title or enforceability of a Patent under the Novavax Licensed Rights or CPLB Licensed Rights. Owner of the subject Patent will have the right (but not the obligation) to defend any such challenge in the Territory. If the owner of the subject Patent commences a defense against the alleged or threatened challenge (i) within sixty (60) days following the detection of the alleged challenge, or (ii) ten (10) business days before the time limit, if any, set forth in appropriate Laws and regulations for making a filing in defense of such a challenge, whichever comes first, then the owner of the subject Patent will so notify the other Party promptly. Notwithstanding the foregoing, if any such action for declaratory judgment, nullity action, or other attack upon the validity, title or enforceability of the Novavax Licensed Rights or CPLB Licensed Rights includes or will include counterclaims of infringement of the Novavax Licensed Rights or CPLB Licensed Rights by the Third Party, control of such action or other attack shall be governed by Section 6.5.1.

1.62 In the event of any inconsistencies between the terms of this Agreement and the Exhibits hereto, the terms of this Agreement shall prevail. 2 License 2.1 AEZS hereby grants to CH the exclusive right to use the Licensed Rights and any Improvements during the Term to Commercialise, including marketing, selling and offering to sell, of the Licensed Product in the Field in the Territory and to conduct the necessary actions to obtain and maintain Marketing Authorisations in the Field in the Territory (the “License”). The License includes the right to make or have made the Licensed Product provided that CH shall not exercise such right unless AEZS fails to or is unable to supply the Licensed Product to CH in accordance with the terms set out in the Supply Agreement or the Supply Agreement terminates (other than where this Agreement also terminates) or expires and is not renewed. AEZS is entitled to perform the PCT in the Territory and furthermore reserves all rights not expressly granted herein and/or in the Supply Agreement, in particular to use the Licensed Rights and any Improvements outside the Territory for any purpose. AEZS shall remain entitled to use the Licensed Rights and Improvements for each and any development purposes. 2.2 CH may grant sublicenses (which may include the grant of distribution rights) in respect of the Licensed Rights and any Improvements to Third Parties. To the extent CH grants sublicenses hereunder, CH shall impose obligations on the sublicensee which are consistent with the obligations imposed on CH under this Agreement and shall ensure that the sublicensees meets all reporting, accounting and confidentiality obligations set forth herein. CH shall promptly inform AEZS upon conclusion of a sublicense agreement regarding the Licensed Rights. 2.3 AEZS shall ensure that CH is offered the opportunity to bid to acquire the exclusive right to Commercialise the Licensed Product for therapeutic indications in the Territory on the same basis as any other potential licensees.

LICENSEE may grant sublicenses (and may amend sublicenses) under the rights granted in Section 2.1 only upon prior written consent of MSK, which will not be unreasonably withheld, conditioned or delayed.LICENSEE shall incorporate terms and conditions into its sublicense agreements sufficient to comply with the terms and conditions of this Agreement.LICENSEE shall promptly provide MSK with full executed copies of sublicense agreements (or amendments) and any associated agreements between it and any Sublicensee; provided that such agreement (or amendment) may be redacted to remove confidential information that does not relate to Licensed Products or Licensed Rights.All such documents shall be deemed Confidential Information of LICENSEE.

(B)SCOPE. All rights granted to Licensee are limited to the establishment, operation and promotion of a Hotel/Casino utilizing the Licensed Rights from the Licensed Location to the extent specifically provided for in this Agreement. Licensee may not otherwise commercialize or utilize, whether or not for profit, any of the Licensed Rights. Licensee may not use the Hard Rock Marks unless they are Licensed Marks. The rights granted to Licensee hereunder shall not entitle Licensee to sell Branded Merchandise from the Licensed Location or any other location, and Licensee acknowledges that Branded Merchandise may be sold at the Licensed Location only by Licensor or its Affiliates or by a Person duly licensed by Licensor to sell Branded Merchandise. The rights granted to Licensee do not include any rights to brand and operate other facilities at the Hotel/Casino on or from the Licensed Location utilizing the Hard Rock Marks, except as expressly approved in advance by Licensor, in its sole discretion.

(A)LICENSED RIGHTS EXCLUSIVE PROPERTY OF LICENSOR. Subject to this Agreement, Licensee recognizes and acknowledges the exclusive rights of Licensor to the Licensed Rights and all other intellectual property rights related thereto or derived therefrom and acknowledges that all such rights are subject to the total control in their exercise by Licensor and its Affiliates. For all purposes of the relationship between Licensor and Licensee created hereunder, Licensor shall be deemed to be the sole and exclusive owner of all right, title and interest in and to the Licensed Rights in all forms and embodiments thereof, subject only to the specific rights granted to Licensee hereunder. Licensee agrees that its use of the Licensed Rights, and all associated goodwill generated by the Licensed Rights, inures to the sole benefit of Licensor in accordance with its rights in the Licensed Rights. Licensee specifically acknowledges that the exclusive rights granted to it pursuant to this Agreement shall not prevent or prohibit Licensor or any licensee thereof to commercialize or otherwise utilize (and retain all profits from) the Licensed Rights or any other intellectual property right of Licensor in any endeavor, except as otherwise provided in Section 17(B) hereof. Licensor represents and warrants to Licensee that it owns or otherwise has the right to license the registered trademarks included in the Licensed Marks but, except as set forth in the preceding sentence and in Section 22, makes no other representations and gives no other warranties of whatsoever nature or kind with respect to the validity of, or its rights, title and interest in or to, the Licensed Rights.

(B)LICENSEE HAS NO RIGHT OF OWNERSHIP IN LICENSED RIGHTS. Nothing contained in this Agreement shall be construed to confer upon Licensee any right to the Licensed Rights registered in the name of Licensee as proprietor or to vest in Licensee any right of ownership to the Licensed Rights, and Licensee shall not, directly or indirectly, register or cause to be registered, in any country or with any Governmental Authority or use any trademark, tradename, service mark or other intellectual property right consisting of, related to, similar to and/or deceptively similar to, any of the Licensed Rights or any other intellectual property right of Licensor or any Affiliate of Licensor.

(C)LICENSEE WILL NOT CHALLENGE LICENSOR’S OWNERSHIP OF THE LICENSED RIGHTS. During the term of this Agreement and thereafter, Licensee will not, and will not assist any Person to: (i) challenge the validity of Licensor’s ownership of, or right to license, the Licensed Rights or any registration or application for registration therefor; (ii) contest the fact that Licensee’s rights to use the Licensed Rights under this Agreement are solely those of a Licensee and terminate upon termination or expiration of this Agreement; and (iii) represent in any manner that it has any title or right to the ownership, registration or use of the Licensed Rights in any manner except as set forth in this Agreement.

(C)TRANSFER OF TELEPHONE DIRECTORY LISTINGS. Upon expiration or termination of this Agreement for any reason, Licensor will have the absolute right to notify the telephone company and all listing agencies of the termination or expiration of Licensee’s right to use all telephone numbers and all classified and other directory listings for the Hotel/Casino and to authorize the telephone company and all listing agencies to transfer to Licensor or its designee all telephone numbers and directory listings of the Hotel/Casino to the extent such phone numbers incorporate the Licensed Rights. Licensee acknowledges that Licensor has the absolute right and interest in and to all telephone numbers and directory listings associated with the Licensed Rights. The telephone company and all listing agencies may accept this Agreement as conclusive evidence of the exclusive rights of Licensor to such telephone numbers and directory listings to the extent provided herein, and this Agreement will constitute the authority from Licensee for the telephone company and each such listing agency to transfer all such telephone numbers and directory listings to Licensor. This Agreement will constitute a release of the telephone company and each such listing agency by Licensee from any and all claims, actions, and damages of Licensee for any actions taken pursuant to this subsection.

the Party becoming aware of such a matter shall promptly notify the other of it. Following any such notice, the Parties shall discuss the most appropriate course of action to defend and/or enforce the Licensed Rights. However, La Jolla shall have the sole right to take action to enforce and/or defend the Licensed Rights as they may in their sole discretion decide and Paion shall provide all assistance reasonably required by Licensors. The expenses incurred in taking such steps and any profits or damages or other recoveries which may be obtained shall be (in the absence of any agreement to the contrary) for the account of Licensors.

Section 14.06Automatic Termination of In-Licensed Rights.Upon any termination of the Harvard License in whole or in part, any Patent Rights or other intellectual property rights that, pursuant to such termination, Tetraphase has ceased to Control shall be excluded from the Patent Rights and intellectual property licensed to Licensee pursuant to Section 2.01 (Grant of Rights).Upon such termination due to any act or failure to act by any Licensee Entity, then Licensee shall use commercially reasonable efforts, only to the extent requested by Tetraphase in writing and only to the extent permitted pursuant to the Harvard Agreement, (A) negotiate a direct license from Harvard pursuant to Section 4.2.2.3 of the Harvard Agreement that permits Licensee to sublicense the rights granted under such direct license to Tetraphase (and, to the extent possible, Licensee shall ensure that such direct license contains terms no less favorable to Licensee than the terms of the Harvard Agreement are to Tetraphase as of the Effective Date) and (B) exclusively sublicense such rights to Tetraphase on terms no less favorable than those in Licensee’s direct license agreement with Harvard.Upon any other such termination (i.e., other than due to any act or failure to act by any Licensee Entity), then Licensee shall, at its sole discretion, have the right to negotiate a direct license from Harvard to the extent set forth in Section 4.2.2.3 of the Harvard Agreement.

2.1.1 Exclusive License to Recursion interest in Licensed Rights. Subject to the terms and conditions of this Agreement, Recursion agrees to grant and does hereby grant to Bayer an exclusive, sub-licensable and royalty-bearing license under Recursion’s rights, title and interest in the Licensed Rights to do or have done research on, develop or have developed, make, have made, use, have used, sell, have sold, offer for sale, have offered for sale and import and have imported Products and to use such Licensed Rights as tools in independent research and development projects of Bayer, in each case in the Field in the Territory.

Table of Contents such licensed rights. Further, under the Luxna Agreement and other in-licenses under which we sublicense certain rights, we rely on Luxna and our other sublicensors to comply with their obligations under their upstream license agreements, where we may have no relationship with the original licensor of such rights. If our sublicensors fail to comply with their obligations under their upstream license agreements, and the upstream license agreements are consequently terminated, such termination may result in the termination of our sublicenses.

trademark, trade name, or names, or any contraction, abbreviation, simulation or adaptation thereof of Aligos or Emory; (vi)conferring by implication, estoppel or otherwise any license or rights under any patents of Emory other than the Licensed Patents; and (vii)any other representations or warranties, either express or implied, unless specified in this Agreement. Except as expressly provided herein, the furnishing of Confidential Information shall not be interpreted to convey any grant of rights, titles, interests, options or licenses to the receiving party under any of the Licensed Rights. EMORY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY STATED IN THIS ARTICLE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE LICENSED RIGHTS OR ANY LICENSED PRODUCTS, AND INCLUDING WARRANTIES WITH RESPECT TO THE CAPABILITIES, SAFETY, UTILITY, OR COMMERCIAL APPLICATION OF THE LICENSED TECHNOLOGY OR LICENSED PRODUCTS, THE SCOPE, VALIDITY, PROTECTABILITY OR ENFORCEABILITY OF ANY OF THE LICENSED RIGHTS, THAT ANY PATENT WILL ISSUE BASED UPON ANY OF THE PENDING APPLICATIONS COMPRISING SAME, OR THAT THE USE OF ANY OF THE LICENSED RIGHTS WILL NOT INFRINGE INTELLECTUAL PROPERTY RIGHTS OF ANOTHER PARTY.

2.4Right to Sublicense Adial shall have the right to sublicense any or all of the rights licensed hereunder to non-affiliated third parties, provided that (i) each Sublicense contains terms and conditions functionally equivalent to those set forth in the Government Rights, Reservation by Licensor, and Patent Extensions paragraphs and in the Marking, Export Control, Non-Use of Names, and Severability articles of this Agreement; (ii) that each Sublicense is otherwise consistent with, and contains provisions reasonably sufficient to enable Adial to comply with, the terms and conditions of this Agreement; (iii) a copy of each Sublicense is provided to Foundation promptly following its execution, together with a written statement disclosing any and all material prior and contemporaneous contractual relationships between Adial and the Sublicensee; and (iv) Adial represents and warrants that no such other contractual relationships contain consideration to Adial reasonably attributable to the sublicensing of the Licensed Rights. Adial acknowledges that failure of a Sublicensee to satisfy the obligations of this Agreement named above or otherwise applicable to such Sublicensee will, absent corrective action by Adial, construe breach hereof.

(b) Licensor shall have the right, at Licensor’s sole expense (subject to Section 9.5(a)), to bring suit against the infringer for infringement of the Licensed Rights. However, if after six (6) months from the date of receipt of evidence of infringement from Licensee, Licensor has not initiated suit against the infringer, Licensee shall have the right, at Licensee’s sole expense (subject to Section 9.5(b)), to bring such suit provided that the Original Licensor has consented to Licensee bringing such suit. Licensor shall make its best efforts to obtain the Original Licensor’s consent in favor of Licensee.

1.93 Sublicense Agreement shall mean any agreement entered into with a third party whereby such third party is granted a sublicense under the Licensed Rights or such third party is granted an option to acquire a sublicense under the Licensed Rights. Notwithstanding anything express or implied in the foregoing provisions of this definition, the term “Sublicense Agreement” shall not include any agreement entered into with a third party whereby such third party is granted the right or option to purchase its supply of Licensed Product in finished form from Licensee, its Affiliates or Sublicensees for resale unto the market, unless, as a partial or full consideration for such purchase, such third party has a payment obligation to Licensee, its Affiliates or Sublicensees that is a percentage of such third party’s net sales, including without limitation a royalty obligation.