Manufacturing License
Category: License Agreements, Manufacturing
2.
TERM
This Agreement shall commence on the Commencement Date and shall continue unless and until terminated in accordance with the provisions of clause 13.
3.
GRANT
3.1
The Licensor hereby grants the Licensee on the terms of this Agreement a non transferable, limited licence to manufacture, market, promote, distribute and sub-licence the IPR on the terms of this Licence.
3.2
This Licence will, save for the Licence previously granted to Unilever, be exclusive.
3.3
For the avoidance of doubt, it is declared that the Licensee shall have no right to manufacture, use, sub-license or sell the Licensed Products otherwise than expressly licensed to the Licensee under this Agreement
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4.
OBLIGATIONS OF THE LICENSOR
4.1
The Licensor shall:
4.1.1
carry out all its obligations within the times agreed or if not agreed within a reasonable time;
4.1.2
give to the Licensee such technical assistance and advice as the Licensee shall reasonably require from time to time during the continuance of this Agreement so as to enable the Licensee to sub-licence the IPR correctly and effectively, subject in the case of any work required, to the payment of its reasonable out-of-pocket expenses and always provided that the Licensor shall have no legal liability in respect of such advice and assistance;
5.
OBLIGATIONS OF THE LICENSEE
5.1
The Licensee shall promote, distribute, sell and commercialise the IPR and develop the market for it.
5.2
During this Agreement, the Licensee shall not act as agent of the Licensor, nor give any indication that it is acting otherwise than as principal, and in advertising or selling the Licensed Products not make any representation or give any warranty on behalf of the Licensor;
5.3.
The Licensee shall not grant any sub-licence without the consent in writing of Licensor. At least 7 days before granting any license a copy of it will be sent to Licensor for such approval and within 7 days of any Sub-License being granted by Licensee it shall provide a copy of the signed Sub-License to Licensor.
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