Grants and exceptions Clause Samples

Grants and exceptions. 3.1 Subject to the terms and conditions of this Agreement (including without limitation, the provisions for license termination), Licensor hereby grants Licensee a terminable, royalty-bearing, non-assignable license to use the Technology, including Know-How, to build and operate a Manufacturing Plant in the Territory, to make Products within the Manufacturing Plant during the Term and to market, use, offer for sale and sell the Products produced to the Customers within the Territory during the Term. Licensee shall not market or sell Products to any Customer that intends to use or to sell Products outside the Territory and shall not use the Technology outside the Territory. 3.2 Licensor agrees that it will not grant to any Third Party a license to use the Technology in the Territory to make Products, except where a country in the Territory has ceased to be part of the Territory pursuant to Section 3.5. Licensee shall not be entitled to sub-license its rights according to this Agreement to any Third Party. 3.3 The Parties agree that Licensee can extend the numbers of Manufacturing Plants in the Territory by way of written notification to Licensor requesting an additional Manufacturing Plant and identifying its location and expected capacity, followed by a written contract amendment signed by the Parties, which authorizes the additional Manufacturing Plant and provides that the terms and conditions of this Agreement apply to such additional Manufacturing Plant. At Licensor’s request, as part of its request for an additional Manufacturing Plant Licensee will provide evidence to demonstrate Licensee’s Affiliate relationship with and control over the additional Manufacturing Plant(s). 3.4 Licensee shall ensure that Licensor is granted the same rights under any agreement for an additional Manufacturing Plant that Licensor enjoys under this Agreement. If the license granted to Licensee under this Agreement should terminate or be altered in any way such termination or alteration shall have immediate corresponding effect on any of Licensee’s Manufacturing Plant(s). 3.5 [Redacted. Third party grant information has been redacted.]. 3.6 No other, further or different license or right, except as expressly and exhaustively provided for in this Article 3, is granted or implied under this Agreement. In particular, Licensee shall have no right to sublicense any right granted to it in this Agreement; except that Licensee may sell Products to Customers for use in or for marke...
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Related to Grants and exceptions

  • Reservations and Exceptions 1. Articles 3, 4, 6 and 12 shall not apply to: (a) Any existing non-conforming measure that is maintained by: (i) With respect to Japan: (A) The central government or a prefecture, as set out in its Schedule in Annex I; or (B) A local government other than prefectures; (ii) With respect to the Republic of Peru: (A) The central government or a regional government, as set out in its Schedule in Annex I; or (B) A local government (b) The continuation or prompt renewal of any non-conforming measure referred to in subparagraph (a); or (c) An amendment or modification to any non-conforming measure referred to in subparagraph (a), provided that the amendment or modification does not decrease the conformity of the measure as it existed immediately before the amendment or modification, with Articles 3, 4, 6 and 12. 2. Articles 3, 4, 6 and 12 shall not apply to any measure that a Contracting Party adopts or maintains with respect to sectors, sub-sectors and activities set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement and covered by its Schedule in Annex II, require an investor of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of an investment that exists at the time the measure becomes effective. 4. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I or where a Contracting Party adopts any new or more restrictive measure with respect to sectors, sub-sectors or activities set out in its Schedule in Annex II after the entry into force of this Agreement, the Contracting Party shall, prior to the implementation of the amendment or modification or the new or more restrictive measure, or in exceptional circumstances, as soon as possible thereafter: (a) Notify the other Contracting Party of detailed information on such amendment, modification or measure; and (b) Hold, upon request by the other Contracting Party, consultations in good-faith with that other Contracting Party. 5. Each Contracting Party shall endeavour, where appropriate, to reduce or eliminate the reservations specified in its Schedules in Annexes I and II respectively. 6. Articles 3, 4, 6 and 12 shall not apply to any measure covered by the exceptions to, or derogations from, obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement. 7. Articles 3, 4, 6 and 12 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement.

  • Limitations and Exceptions Members shall confine limitations or exceptions to exclusive rights to certain special cases which do not conflict with a normal exploitation of the work and do not unreasonably prejudice the legitimate interests of the right holder.

  • EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement. Nothing in this Agreement shall confer upon Executive the right to continue in the employ of the Bank or shall impose on the Bank any obligation to employ or retain Executive in its employ for any period.

  • Requirements Pertaining Only to Federal Grants and Subrecipient Agreements If this Agreement is a grant that is funded in whole or in part by Federal funds:

  • EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Bank or any predecessor of the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.