License and Supply Agreement Sample Clauses

License and Supply Agreement. The Parties hereby amend the terms of the License and Supply Agreement in substantially the same form as attached hereto as Exhibit B and concurrently herewith shall execute same.

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License and Supply Agreement. This Agreement made by and between Sigma Designs Inc., a California corporation having a principal place of business at 0000 XxXxxxxx Xxxx, Milpitas, CA 95035 ('Sigma Designs'), and LICENSEE., Inc., a corporation having offices at the address as per below ('LICENSEE') shall have an effective date as per below, ('Effective Date'), (Sigma Designs and LICENSEE being sometimes hereinafter referred to individually as 'Party' and collectively as 'Parties'.)

License and Supply Agreement. This License and Supply Agreement (“Agreement”) is entered into as of October 15th, 1999 (the “Effective Date”) by and between Xcyte Therapies, Inc., a Delaware corporation having a principal place of business at 0000 Xxxxxxx Xxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000, Xxxxxx Xxxxxx (“Xcyte”), and Diaclone S.A., a French corporation having a principal place of business at 1 Boulevard Xxxxxxx, X.X. 1985 F-25020 Besancon Cedex, France (“Diaclone”).

License and Supply Agreement. The License and Supply Agreement by and between the Company and the Investor, dated January 17, 1996, and as amended by (i) the Amendment to the License and Supply Agreement, dated January 22/February 4, 1998, (ii) the Addendum to the License and Supply Agreement, dated March 23, 1998; (iii) the Addendum II to the License and Supply Agreement, dated September 4, 1998; (iv) the Addendum, dated March 15, 2000, to the License and Supply Agreement and (v) the Amendment V to the License and Supply Agreement, dated January 2, 2001,(the "License and Supply Agreement") is in full force and effect and shall not have been terminated (other than for termination resulting from (A) a material breach thereof by the Investor, (B) involuntary bankruptcy against the Company as provided in Section 16.3 of the License and Supply Agreement or (C) any termination of the License and Supply Agreement pursuant to Sections 16.2 and 16.4 other than as expressly set forth below in this Section 7.3). The Investor shall not have made an Organogenesis Offer (as defined in the License and Supply Agreement) which shall have been accepted by the Company. The License and Supply Agreement shall not have been terminated pursuant to Section 16.4 thereof for reasons relating to the safety or efficacy of the Product (as defined in the License and Supply Agreement). The License and Supply Agreement shall not have been terminated by reason of the material breach or default of the Company pursuant to Section 16.2 thereof.

License and Supply Agreement. The Parties and certain Affiliates shall enter a License and Supply Agreement, in the form attached hereto as Exhibit C (the “License and Supply Agreement”).

License and Supply Agreement. 6.1 If Medeva exercises the Development Option, the parties will enter into good faith negotiations for definitive license and supply agreements covering further development, regulatory approval, manufacture, use, distribution and sale of the Product. From the date of Medeva's exercise of the Development Option, the parties shall have ninety (90) days to conclude definitive licensing and supply agreements. If at the end of such ninety (90) day period (or such longer as the parties may agree) the definitive license and supply agreements have not been concluded, neither party shall be obligated to continue to negotiate the terms of nor enter into such definitive license and supply agreement. Such agreements shall be co-exclusive (within the meaning of Article 7), worldwide agreements.

Related to License and Supply Agreement

• Supply Agreement The Supply Agreement shall have been executed on behalf of the Seller and delivered to the Purchaser.
• License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.
• Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times.
• Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.
• Sublicense Agreements Sublicenses shall only be granted pursuant to written agreements, which shall be in compliance and not inconsistent with and shall be subject and subordinate to the terms and conditions of this Agreement (each, a "Sublicense Agreement"). Each such sublicense agreement shall contain, among other things, provisions to the following effect:
• License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.
• Manufacturing Agreement Each of the Sellers (as applicable) shall have executed and delivered to the Buyer the Manufacturing Agreement with respect to the portion of the Business conducted at the applicable Facility.
• Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.
• Development Agreement As soon as reasonably practicable following the ISO’s selection of a transmission Generator Deactivation Solution, the ISO shall tender to the Developer that proposed the selected transmission Generator Deactivation Solution a draft Development Agreement, with draft appendices completed by the ISO to the extent practicable, for review and completion by the Developer. The draft Development Agreement shall be in the form of the ISO’s Commission-approved Development Agreement for its reliability planning process, which is in Appendix C in Section 31.7 of Attachment Y of the ISO OATT, as amended by the ISO to reflect the Generator Deactivation Process. The ISO and the Developer shall finalize the Development Agreement and appendices as soon as reasonably practicable after the ISO’s tendering of the draft Development Agreement. For purposes of finalizing the Development Agreement, the ISO and Developer shall develop the description and dates for the milestones necessary to develop and construct the selected project by the required in-service date identified in the Generator Deactivation Assessment, including the milestones for obtaining all necessary authorizations. Any milestone that requires action by a Connecting Transmission Owner or Affected System Operator identified pursuant to Attachment P of the ISO OATT to complete must be included as an Advisory Milestone, as that term is defined in the Development Agreement. If the ISO or the Developer determines that negotiations are at an impasse, the ISO may file the Development Agreement in unexecuted form with the Commission on its own, or following the Developer’s request in writing that the agreement be filed unexecuted. If the Development Agreement is executed by both parties, the ISO shall file the agreement with the Commission for its acceptance within ten (10) Business Days after the execution of the Development Agreement by both parties. If the Developer requests that the Development Agreement be filed unexecuted, the ISO shall file the agreement at the Commission within ten (10) Business Days of receipt of the request from the Developer. The ISO will draft, to the extent practicable, the portions of the Development Agreement and appendices that are in dispute and will provide an explanation to the Commission of any matters as to which the parties disagree. The Developer will provide in a separate filing any comments that it has on the unexecuted agreement, including any alternative positions it may have with respect to the disputed provisions. Upon the ISO’s and the Developer’s execution of the Development Agreement or the ISO’s filing of an unexecuted Development Agreement with the Commission, the ISO and the Developer shall perform their respective obligations in accordance with the terms of the Development Agreement that are not in dispute, subject to modification by the Commission. The Connecting Transmission Owner(s) and Affected System Operator(s) that are identified in Attachment P of the ISO OATT in connection with the selected transmission Generator Deactivation Solution shall act in good faith in timely performing their obligations that are required for the Developer to satisfy its obligations under the Development Agreement.
• PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows: