Third Party Licenses If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.
Sublicense to Use the Scudder Trademarks As exclusive licensee of the rights to use an▇ ▇▇▇▇▇cense the use of the "Scudder," "Scudder Investments" and "Scudder, Stevens & Clark, In▇." ▇▇▇dema▇▇▇ (▇▇gether, the "Scudde▇ ▇▇▇▇▇"), ▇▇▇ ▇ere▇▇ ▇▇ant the Trust a nonexclusive right ▇▇▇ ▇▇▇license to use (i) the "Scudder" name and mark as part of the Trust's name (the "Fund Nam▇"), ▇▇d (ii) the Scudder Marks in connection with the Trust's investment products ▇▇▇ ▇▇▇vices, in each case only for so long as this Agreement, any other investment management agreement between you or any organization which shall have succeeded to your business as investment manager ("your Successor") and the Trust, or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as you are a licensee of the Scudder Marks, provided however, that you agree to use your best ▇▇▇▇▇▇▇ to maintain your license to use and sublicense the Scudder Marks. The Trust agrees that it shall have no right to su▇▇▇▇▇▇▇e or assign rights to use the Scudder Marks, shall acquire no interest in the Scudder Marks oth▇▇ ▇▇▇▇ the rights granted herein, that all of t▇▇ ▇▇▇▇t's uses of the Scudder Marks shall inure to the benefit of Scudder Trust Company ▇▇ ▇▇▇er and licensor of the Scudder Marks (▇▇▇ "▇rademark Owner"), and that the Trust shall n▇▇ ▇▇▇▇lenge the validity of the Scudder Marks or the Trademark Owner's ownership thereof. The Tru▇▇ ▇▇▇▇her agrees that all services and products it offers in connection with the Scudder Marks shall meet commercially reasonable standards of dua▇▇▇▇, ▇s may be determined by you or the Trademark Owner from time to time, provided that you acknowledge that the services and products the Trust rendered during the one-year period preceding the date of this Agreement are acceptable. At your reasonable request, the Trust shall cooperate with you and the Trademark Owner and shall execute and deliver any and all documents necessary to maintain and protect (including but not limited to in connection with any trademark infringement action) the Scudder Marks and/or enter the Trust as a registered user thereof. ▇▇ ▇▇ch time as this Agreement or any other investment management agreement shall no longer be in effect between you (or your Successor) and the Trust, or you no longer are a licensee of the Scudder Marks, the Trust shall (to the extent that, and as soon a▇, ▇▇ ▇awfully can) cease to use the Fund Name or any other name indicating that it is advised by, managed by or otherwise connected with you (or your Successor) or the Trademark Owner. In no event shall the Trust use the Scudder Marks or any other name or mark confusingly similar there▇▇ (▇▇▇luding, but not limited to, any name or mark that includes the name "Scudder") if this Agreement or any other investment advisory agre▇▇▇▇▇ ▇etween you (or your Successor) and the Fund is terminated.
End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. ▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).
Third Party Use You may allow your agents, contractors and outsourcing service providers (each a “Permitted Third Party”) to use the Product(s) licensed to you hereunder solely for your benefit in accordance with the terms of this ▇▇▇▇ and you are responsible for any such Permitted Third Party’s compliance with this ▇▇▇▇ in such use. Any breach by any Permitted Third Party of the terms of this ▇▇▇▇ will be considered your breach.
Third Party Software The Software may contain third party software which requires notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions are located at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇-third-party/ (or a successor website thereto) and are made a part of and incorporated by reference into this Agreement.