Transactions with Other Licensees Clause Samples

The "Transactions with Other Licensees" clause governs how parties to the agreement may interact or conduct business with other entities who hold similar licenses. Typically, this clause outlines the conditions under which such transactions are permitted, restricted, or require notification or approval, and may address issues like sublicensing, cross-licensing, or joint ventures with other licensees. Its core function is to prevent conflicts of interest, unauthorized use, or dilution of rights, thereby ensuring that the licensor maintains control over how its intellectual property is used and by whom.
Transactions with Other Licensees. If Licensee SELLS a LICENSED PRODUCT to a third party under circumstances where such third party will RESELL such LICENSED PRODUCT and where such third party has a license under the LICENSED PATENTS to make, USE, SELL, offer to SELL, or import LICENSED PRODUCTS (a "third-party licensee"), the earned royalty on such SALE shall accrue and be paid with respect to such third-party licensee's RESALE of such LICENSED PRODUCT under such third-party licensee's license. If Licensee purchases a LICENSED PRODUCT from a third-party licensee for RESALE by Licensee, the earned royalty on such SALE shall accrue and be paid with respect to Licensee's RESALE of such LICENSED PRODUCT under this Agreement.
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Transactions with Other Licensees. The Licensee shall not, without UM’s prior written consent, (i) sell or deliver to another UM Licensee the films or other devices used by the Licensee to produce the Licensed Products; or (ii) print or otherwise produce any items using the Copyrights or Trademarks for another UM Licensee.
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Transactions with Other Licensees. The Sublicensee shall not, without UFS's prior written consent, (i) sell or deliver to another UFS licensee or sublicensee the films or other devices used by the Sublicensee to produce the Licensed Products, or (ii) print or otherwise produce any items using the Copyrights or the Trademarks for another UFS licensee or sublicensee.
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Transactions with Other Licensees. If Licensee or its AFFILIATE SELLS a LICENSED PRODUCT to a third party which RCT has licensed under the LICENSED PATENTS, the earned royalty shall be payable under the third-party license upon the USE, SALE, or importation of such LICENSED PRODUCT by such third party and not by Licensee under this Agreement. If a third party which RCT has licensed under the LICENSED PATENTS SELLS LICENSED PRODUCT to Licensee or its AFFILIATE, the earned royalty shall be payable under this Agreement upon the USE, SALE, or importation of such LICENSED PRODUCT by Licensee, and not by such third party.
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Transactions with Other Licensees. The Licensee shall not, without Titan's prior written consent, (i) sell or deliver to another Titan licensee the films or other devices used by the Licensee to produce the Licensed Products; or (ii) print or otherwise produce any items using the Intellectual Property for another Titan licensee.
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Related to Transactions with Other Licensees

  • Transactions with Interested Persons Unless prohibited by the charter ------------------------------------ documents of any Member and unless entered into in bad faith, no contract or transaction between the Company and one or more of its Managers or Members, or between the Company and any other corporation, partnership, association or other organization in which one or more of its Managers or Members have a financial interest or are directors, partners, Managers or officers, shall be voidable solely for this reason or solely because such Manager or Member was present or participated in the authorization of such contract or transaction if: (a) the material facts as to the relationship or interest of such Manager or Member and as to the contract or transaction were disclosed or known to the other Managers (if any) or Members and the contract or transaction was authorized by the disinterested Managers (if any) or Members; or (b) the contract or transaction was fair to the Company as of the time it was authorized, approved or ratified by the disinterested Managers (if any) or Members; and no Manager or Member interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Agreement or liable to the Company, any Manager or Member, or any other person or organization for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction.

  • Transactions with Related Parties Enter into or be a party to any transaction or arrangement, including, without limitation, the purchase, sale lease or exchange of property or the rendering of any service, with any Related Party, except in the ordinary course of and pursuant to the reasonable requirements of the Borrower's or the applicable Subsidiary's business and upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would obtain in a comparable arm's-length transaction with a Person not a Related Party.

  • Transactions with Related Persons Except as set forth on Schedule 4.21, no Target Company nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary of a Target Company or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently, or in the past three (3) years, has been, a party to any transaction with a Target Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers, directors or employees of the Target Company), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of the Target Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly traded company). Except as set forth on Schedule 4.21, no Target Company has outstanding any Contract or other arrangement or commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the business of any Target Company. The assets of the Target Companies do not include any receivable or other obligation from a Related Person, and the liabilities of the Target Companies do not include any payable or other obligation or commitment to any Related Person.

  • Transactions with Insiders So long as the Note is outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement relating to the sale, transfer or assignment of any of the Company’s tangible or intangible assets with any of its Insiders (as defined below)(or any persons who were Insiders at any time during the previous two (2) years), or any Affiliates (as defined below) thereof, or with any individual related by blood, marriage, or adoption to any such individual. Affiliate for purposes of this Section 9(r) means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent (10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity. “Control” or “Controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity. For purposes hereof, “Insiders” shall mean any officer, director or manager of the Company, including but not limited to the Company’s president, chief executive officer, chief financial officer and chief operations officer, and any of their affiliates or family members.

  • TRANSACTIONS WITH OTHER INVESTMENT ADVISERS The Advisor is not an affiliated person of any investment adviser responsible for providing advice with respect to any other series of the Trust, or of any promoter, underwriter, officer, director, member of an advisory board or employee of any other series of the Trust. The Advisor shall not consult with the investment adviser of any other series of the Trust concerning transactions for the Fund or any other series of the Trust.