Background IP License. Supplier hereby grants to Buyer a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, worldwide right and license, with right of sublicense, under and to Supplier’s Background IP (as defined below) to the extent necessary for Buyer to use, make, have made, copy, distribute, market, modify or otherwise exploit the Work Product or otherwise receive the benefit of the services that form part of the Products under this Order. For purposes of this Agreement, “Background IP” means any and all technology and intellectual property rights that do not constitute Work Product and that are owned by Supplier or are licensed by a third party to Supplier with a right to sublicense, and which exist prior to the date of this Agreement or which are developed independently by Supplier outside of the Services but are used in provision of the services or are applicable to the Work Product. The Work Product shall not include or incorporate any Background IP without the prior written consent of Buyer. To the extent practicable, Supplier agrees to specifically describe and identify in each services Order any material Background IP that Supplier intends to use to perform the applicable Services.
Background IP License. Seller, on behalf of itself and its Affiliates, hereby grants to Purchaser a worldwide, fully paid-up, royalty-free, irrevocable, non-terminable, perpetual, non- exclusive license under and to all Intellectual Property (other than Marks) owned or controlled by Seller or its Affiliates that was used in the operation of the Business (collectively, the “Licensed Seller IP”) for any and all uses in connection with the operation of the Business and any natural evolutions thereof (including to make, have made, use, sell, offer to sell, and import any product or service, to reproduce, make derivative works of, distribute, display and perform any work, and to use such Licensed Seller IP), with the right to sublicense (including through multiple tiers). Licensed Seller IP shall not include (a) Licensed Software (as defined in the Xtreme License Agreement) and (b) except as necessary to operate the Business, (i) Xtreme NFV, (ii) device firmware outside of the CloudCheck agent and related service assurance functions, and (iii) SDN management and control applications which are required to support the Seller’s transport, access and connectivity products. After the Closing, upon Purchaser’s request, Seller shall, and shall cause its Affiliates to deliver to the Business, copies of any embodiments of the Licensed Seller IP. 7.12
Background IP License. (a) Parent hereby grants (and hereby causes the other Retained Entities to grant) to Buyer and the Transferred Companies effective as of the Closing Date a non-exclusive, royalty-free, non-transferable (except to a controlled Affiliate or as permitted under Section 10.06), perpetual, irrevocable, non-sublicenseable, worldwide license to continue to use the Intellectual Property (other than Trademarks) owned by a Retained Entity to the extent such Intellectual Property is used by the Business as of the Closing Date, for the conduct of the Business as conducted as of the Closing Date, and natural evolutions thereof. Notwithstanding anything to the contrary herein, (i) Intellectual Property will not be deemed “used by the Business” solely by virtue of Buyer or a Transferred Company having any right or interest in such Intellectual Property as a reseller or pursuant to a maintenance or service agreement and (ii) Buyer and its Affiliates shall not acquire any rights to use, offer, sell, or otherwise make available or commercialize any product or service (including content), in whole or in part, that is, is currently planned to be or that has in the past been, offered, provided or otherwise made available, or otherwise commercialized, by any Retained Entity, or from which any Retained Entity currently derives or recognizes, or in the past has derived or recognized, any revenue (including revenue associated with maintenance or service agreements) pursuant to this Section 5.21(a).
Background IP License. Advisor hereby grants to Oncternal a non-exclusive, royalty-free, fully paid perpetual, irrevocable, worldwide right and license, with right of sublicense, under and to Advisor’s Background IP (as defined below) for the purpose of developing, marketing, selling and supporting products and services of Oncternal or its affiliates or subsidiaries, either directly or through multiple tiers of distribution, but not for the purpose of licensing Background IP separately from products and services of Oncternal or its affiliates or subsidiaries. For purposes of this Agreement, “Background IP” means any and all technology and intellectual property rights that do not constitute Work Product and that are owned by Advisor or are licensed by a third party to Advisor with a right to sublicense, and which exist prior to the date of this Agreement or which are developed independently by Advisor outside of Services but are used in provision of Services or are applicable to the Work Product. To the extent practicable, Advisor agrees to specifically describe and identify any material Background IP that Advisor intends to use to perform the applicable Services.
Background IP License. Each Party retains all of its ownership rights in and to its Background IP and related Intellectual Property Rights, subject to the licenses granted to each Party in this Agreement, including Work Orders.
Background IP License. Subject to Murata’s payment of the $2,000,000 pre-payment of royalties pursuant to the first sentence of Section 3.1, Resonant hereby grants to Murata, a non-exclusive, perpetual (except where such License is terminated pursuant to Section 9.4(a)), worldwide, and paid-up license of Resonant Background IP, with the right to sublicense, to make, have-made, use, offer for sale, sell, export, import or otherwise commercially exploit the Licensed Products for the Selected Band(s) corresponding to each SOW. Murata shall be responsible for compliance of its sublicensees with the terms and conditions of this Agreement and a violation by any such sublicensee of such terms and conditions shall be deemed a material breach by Murata of this Agreement. The Parties may discuss the grant of additional licenses to allow Murata to make, have-made, use, offer for sale, sell, export, import or otherwise commercially exploit Licensed Products for radio frequencies other than those specified in the Scheduled SOWs, and such licenses, if any, may be granted subject to the terms and conditions set forth in a mutual written agreement of the Parties.
Background IP License. The Consultant hereby grants to the Company a non-exclusive, royalty-free, fully paid perpetual, irrevocable, worldwide right and license, with right of sublicense, under and to Consultant’s Background IP (as defined below) for the purpose of developing, marketing, selling and supporting products and services of the Company or its affiliates or subsidiaries, either directly or through multiple tiers of distribution, but not for the purpose of licensing Background IP separately from products and services of the Company or its affiliates or subsidiaries. For purposes of this Agreement, “Background IP” means any and all technology and intellectual property rights that do not constitute Company Inventions and that are owned by Consultant or are licensed by a third party to Consultant with a right to sublicense, and which exist prior to the date of this Agreement or which are developed independently by Consultant outside of the Consulting Services but are used in provision of the Consulting Services or are applicable to the Company Inventions. For the avoidance of doubt, Prior Company Inventions are not Background IP. To the extent practicable, the Consultant agrees to specifically describe and identify in writing to the Company any material Background IP that Consultant intends to use to perform the Consulting Services.
Background IP License. The Seller Parties hereby grant (and hereby cause their respective Affiliates to grant) to the Companies effective as of the Closing Date a non-exclusive, royalty-free, transferable, sublicenseable, worldwide license in, to and under the Licensed IP, solely for the conduct of the Company Business as conducted by the Companies as of the closing, and natural evolutions thereof. The “Licensed IP” means Intellectual Property owned by the Seller Parties (other than Trademarks), in each case (i) owned as of the Closing by the Seller Parties or any of their respective Affiliates and (ii) used by the Companies in the Company Business. as conducted as of the Closing.
Background IP License. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. CERTAIN MATERIAL (INDICATED BY AN ASTERISK [***]) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Background IP License
