Use of Licensed Product Clause Samples

The 'Use of Licensed Product' clause defines the rights and limitations regarding how a licensee may utilize the licensed product provided under the agreement. Typically, this clause outlines the permitted purposes, such as internal business use, and may restrict activities like redistribution, modification, or reverse engineering. By clearly specifying acceptable and prohibited uses, this clause helps prevent misuse of the product and ensures both parties understand the scope of the license granted.
Use of Licensed Product. OPKO will (i) only use Licensed Product supplied by *** as agreed by the Parties, Pfizer or such Third Parties designated by Pfizer as a supplier of Licensed Product in connection with conducting activities under the Development Plan, and (ii) only use Licensed Product, and provide Licensed Product to permitted Third Party transferees, for the sole purpose of conducting activities under the Development Plan, and in accordance with the terms of this Agreement.
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Use of Licensed Product. Immediately upon termination of a license of any Licensed Product, Customer/Licensee shall cease using, and shall promptly destroy any paper or other hard copies, and delete from its computer systems any electronic copies, of any components of any Licensed Product, which includes any and all assessments and derivative works of Licensed Product in Customer/Licensee’s possession or control. In addition, Customer/Licensee shall require any Authorized Third Parties to cease using and to delete and destroy any such copies of any Licensed Product. Customer/Licensee access and use of Licensed Prod uct after termination shall be limited to downloading gradebook and any student produced materials. If state law or other requirement exists that require Customer/Licensee to access assessments beyond gradebook, an additional license must be purchased to continue access. Upon request, Customer/Licenseeshall (a) forward written certification to FLVS that it has complied with the requirements of this Section 12.5, and (b) provide FLVS with access to Customer/Licensee’s applicable records and computer systems including any Authorized Third Party(s) to enable FLVS to audit Customer/Licensee’s compliance with the provisions of this Section 12.5.
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Use of Licensed Product. (s). a. CUSTOMER is authorized to use the Licensed Product(s) for CUSTOMER's internal operation only (and not for any commercial purpose), to access the Licensed Product(s) only from the location defined in the respective License Schedule ("Designated Location"), to install the Licensed Product(s) only on the computer platforms defined in the respective License Schedule(s) ("Designated Computer Platform") and to use the Licensed Product(s) only by the number of authorized users specified in the respective License Schedule(s) ("# Users"). b. In the event CUSTOMER desires to change the Designated Location and/or Designated Computer Platform found within any License Schedule, CUSTOMER will request the prior written approval of TEMPLATE SOFTWARE, which approval shall not be unreasonably withheld subject to the United States Department of Commerce Export Restrictions and licensing requirements. c. TEMPLATE SOFTWARE reserves the right to audit CUSTOMER for, or require CUSTOMER to certify as to, the number of computer platforms on which CUSTOMER has the "Licensed Products" installed and the number of Users of the Licensed Products, no more frequently than every six months upon five days written notice. d. CUSTOMER is authorized to make up to 2 back-up copies of the tapes or disks provided they are used only for back-up purposes, and CUSTOMER keeps possession of the back-up copies. All information appearing on the original tapes or disks including the copyright notice must be copied onto the back-up labels. e. CUSTOMER may not alter, decompile, disassemble, or reverse engineer the Licensed Product(s).
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Use of Licensed Product. (a) Licensee agrees not to reverse engineer, reverse compile, decompile, or disassemble the Licensed Product in any manner or form and will not either itself or permit others to create or attempt to create by reverse engineering, reverse compiling, de-compiling, disassembling or otherwise, the source programs or any part thereof from information made available by Licensor under this Agreement or otherwise (whether oral or written, tangible or intangible). Licensee will not attempt to modify or alter the Licensed Product in any manner or form without the prior written consent of Licensor, which consent shall not be unreasonably withheld. (b) Licensee shall not copy, reproduce or duplicate the Licensed Product, and/or any tangible media containing the Licensed Product, in any manner or form, in whole or in part, without the prior written consent of Licensor, which consent shall not be unreasonably withheld, and the payment of an acceptable additional license fee, if so required. Licensee shall use its best efforts to prevent and not permit any third parties, persons or entities from copying, reproducing, duplicating, examining, inspecting, studying, and/or reviewing the Licensed Product. (c) All copies of the computer programs which constitute all or a portion of the Licensed Product, whether in printed or machine readable form, and whether on storage media or otherwise, and all legends, trademarks, service marks, and copyright notices contained on or in the Licensed Product as delivered to Licensee by Licensor shall be considered part of the Licensed Product subject to this Agreement. Licensee shall not remove from, alter, modify or deface any copyright notice, trademark, service ▇▇▇▇, logo, name, decal or imprint affixed to or on the Licensed Product, but not limited to, those which identify Licensor or any other party as the source of origin of such goods, products, or Licensed Product. Licensee shall not attempt to register any copyrights, register any trademarks or service marks, or apply for any patent or other intellectual property protection for the Licensed Product, any segments or portions thereof, or any marks, logos, names, decals or imprints associated therewith. (d) During the term of this Agreement, Licensor shall, upon Licensee's reasonable request, consult and provide expert assistance to Licensee in developing the Licensed Product.
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Related to Use of Licensed Product

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall ▇▇▇▇, and shall cause its Affiliates and Sublicensees to ▇▇▇▇, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • AUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor; (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit; and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. Commercial list price. Once such additional licenses or capacities are purchased, Licensee shall be deemed to have been in compliance retroactively, and Licensee shall have no further liability of any kind for the unauthorized use of the software.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.