Background License. (a) Effective as of the Closing, each Seller hereby grants to Purchaser and its Affiliates, or alternatively shall procure for Purchaser and its Affiliates from purchasers of the Proterra Other Business Units or assets of any Seller, a worldwide, fully paid-up, royalty-free, irrevocable, non-terminable, perpetual, sublicensable (including through multiple tiers), non-exclusive license under and to all patents and patent applications (excluding trademarks, websites and domain names) Licensable by a Seller or any of its Affiliates that is not an Acquired Asset and that is used or held for use in or necessary for the operation and maintenance of the Acquired Business as conducted at any time prior to the Closing (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 Intellectual Property) solely in connection with the Acquired Business as conducted as of Closing; provided, for the avoidance of doubt, in no event shall Purchaser or any sublicensee, transferee or assignee of the license granted pursuant to this Section 7.9(a) be used to compete with the Proterra Powered Business Unit as conducted prior to Closing. Purchaser or its Affiliates may assign and otherwise transfer such license, in whole or in part, following written notice to Volvo Battery Solutions LLC (8000 Xxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxx and an additional copy to Xxxxxxxxx Xxxxxxx, LLP, 1000 Xxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Xttention: Xxxxx X. Xxxxx and Xxxxx X. Xxxxxxxx)or its assignee, (a) to any lender or other financing source as collateral security following the Closing, (b) to an Affiliate or (c) in connection with any assignment, sale, merger, or other transfer of all or any part of the Acquired Business or a product or service line of the Acquired Business or any of its Affiliates (regardless of the form of transaction or series of transactions). All use of such licensed Intellectual Property by or under authority of Purchaser or its Affiliates (or their successors and assigns) from and after the Closing shall be on an “AS IS, WHERE IS” basis, with all faults and all express and implied representations and warranties disclaimed, and at their sole risk.
(b) Effective as of the Closing, Purchaser hereby grants to the Sellers and purchasers of the Proter...
Background License. Developer hereby grants a worldwide, perpetual, fully paid-up, royalty-free, non-exclusive right and license of Developer's Intellectual Property Rights to the Company and its customers and Affiliates to the extent reasonably necessary in order for the Company and its customers and Affiliates to Exploit any of the products or other deliverables created or generated under the Development Program.
Background License. If any Work Product or Rights assigned hereunder is based on, or incorporates, or is an improvement or derivative of, or cannot be reasonably made, used, modified, maintained, supported, reproduced, distributed, transferred, assigned or otherwise exploited without using or violating technology or Rights owned or licensed by Consultant and not assigned hereunder, Consultant hereby grants Company a perpetual, irrevocable, worldwide, fully paid-up, royalty-free, nonexclusive, sub-licensable and transferrable right and license to make, use, modify, maintain, support, reproduce, distribute and otherwise commercially exploit all such technology and Rights in support of Company’s exercise or exploitation of any portion of the Work Product or assigned Rights (including any modifications, improvements and derivatives thereof).
Background License. The Parties acknowledge that during the term of this Agreement, the development of the Drug Products and the commercialization of the Drug Products alone and in conjunction with or for use with the Inhalers in the Field in the Territory may require a license to patents or patent applications owned, controlled or licensable by PARI, other than the patents and patent applications included in PARI’s Intellectual Property. To the extent PARI owns, controls or has a license to patent applications or patents filed or issued prior to the Effective Date not included in PARI’s Intellectual Property that claim the Inhaler, Formulation, Drug Product, Package or any methods of manufacture or use thereof (“PARI’s Background Patents”), subject to the terms and conditions of this Agreement, PARI hereby grants SALUS a nonexclusive, royalty-free license to practice PARI’s Background Patents in the Field in the Territory during the term of this Agreement solely for the purpose of fully exercising the licenses granted to SALUS under Sections 7.4.3, 8.1.1 and 8.1.2 of this Agreement. Except to the extent not permitted by the Third Party License Agreement, such nonexclusive license shall be sublicensable. The license granted in this Section 8.1.3 shall automatically terminate upon the termination of this Agreement unless the license in Section 7.4.3 becomes effective in which case the license granted in this Section 8.1.3 shall survive the termination of this Agreement for the purposes of fully exercising the license granted under Section 7.4.3.
Background License. With respect to any Pearsalls Invention relating to a Product that is developed or assigned hereunder and is based on, or incorporates, or is an improvement or derivative of, or cannot be reasonably made, used, modified, maintained, supported, reproduced or distributed without using or violating, any rights of Pearsalls to the Pearsalls Technology or any other rights of Pearsalls, Pearsalls hereby grants NuVasive a perpetual, worldwide, royalty-free, nonexclusive, sublicensable right and license (the “Background License”) to exploit and exercise all such rights in support of NuVasive’s or its sublicensees’ exercise or exploitation of such Invention only for purposes of making, using, maintaining, supporting, reproducing, offering to sell, selling, distributing or otherwise exploiting the related Product.
Background License. Notwithstanding the foregoing, no assignment made hereunder includes any Contractor Technology (as that term is defined below). “Contractor Technology” shall mean (a) Contractor’s technology, methodologies and intellectual property existing as of the Effective Date or otherwise arising outside of work under this Agreement, and (b) any intellectual property rights therein, in each case ((a) and (b)) that are expressly set forth in writing to Gigster prior to delivery of the Deliverables to Gigster. To the extent any Contractor Technology is incorporated into or otherwise reasonably necessary to use or otherwise exploit any Deliverables or Inventions, Contractor grants to Gigster a non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, worldwide license to fully exercise and exploit the Contractor Technology and to make derivative works of the same (and any modifications, improvements or derivatives thereof) in support of Gigster or the Customer’s exercise or exploitation of the Developer Services or any Deliverables.
Background License. Subject to the terms and conditions of this Agreement, [****]
Background License. To the extent that any intellectual property (including software, technology or patents) owned by the Seller or its subsidiaries (other than WaPo Labs’ Social Reader, which is the subject of Section 6(d)(ii), or any content) is used in (or under development for use in) the operation of the Post Business as currently conducted, but is not owned by the Post Subsidiaries nor transferred to the Purchaser as of the Closing Date (collectively, “Background IP”), then the Seller and its subsidiaries shall grant the Post Subsidiaries a non-exclusive, royalty-free, perpetual, irrevocable license to such Background IP (the “Background License”), including access to any applicable source code and modification rights (it being understood that the Background License shall not include the provision of any information technology services or technical services, or other support or services, all of which will be addressed in the Transition Services Agreement). If any intellectual property used in the operation of the Post Business as currently conducted is licensed to the Seller or its subsidiaries (other than the Post Subsidiaries) from third parties, Seller will use commercially reasonably efforts to sublicense, spin-off or otherwise convey such rights as related to the Post Business (subject to the terms of any third party agreements, including any necessary consent and payment of the allocable portion of any licensing fees by the Purchaser). For the avoidance of doubt, this Section 1(d) is not intended to apply to software used in connection with corporate and headquarter-level services, which will be addressed in the Transition Services Agreement. The Purchase Agreement will contain corresponding provisions for the benefit of the Seller and its subsidiaries with respect to the use of the intellectual property conveyed to the Purchaser in the Transactions (other than trademarks or content) that is used in (or under development for use in) the businesses of the Seller and its subsidiaries (other than the Post Business) as currently conducted.
Background License. To the extent Seller or its Affiliates own or have the right to license as provided herein (and to the extent any such right to license requires consent from a third party, subject to obtaining such consent) any Intellectual Property that is used in or necessary for the operation of the Acquired Business but that is not included in the Transferred Intellectual Property (collectively, but excluding any rights to the name “XxXxxxxxx” or any trademarks that contain the name “XxXxxxxxx”, the “Seller Licensed Intellectual Property”) Seller, on behalf of itself and its Affiliates, hereby grants to Purchaser a non-exclusive, worldwide, irrevocable, perpetual, fully paid-up, royalty-free, sublicensable (as provided herein), transferable (in connection with the sale of the Acquired Business) license to use, have used, make, have made, sell, offer or import, reproduce, distribute, publish, prepare derivative works of, display and perform, and otherwise fully exploit the Seller Licensed Intellectual Property in connection with Purchaser’s operation and integration of the Acquired Business. The foregoing license to Seller Licensed Intellectual Property includes the right to grant sublicenses to Affiliates of Purchaser solely so long as they remain Affiliates and to service providers solely for use on behalf of Purchaser and Purchaser’s Affiliates. Purchaser hereby grants to Seller and its Affiliates a non-exclusive, worldwide, irrevocable, perpetual, fully paid-up, transferable (in connection with the sale of the relevant business) license to use, have used, make, have made, sell, offer or import, reproduce, distribute, publish, prepare derivative works of, display and perform, and otherwise fully exploit the Compliance Algorithms (as listed in Section 1.1(c) of the Seller Disclosure Letter) solely in connection with (a) any regulatory investigation of Seller or (b) an Action or Claim relating to the pre-Closing operations of the Acquired Business. The foregoing license granted to Seller and its Affiliates (i) includes the right to grant sublicenses to service providers solely for use on behalf of Seller and Seller’s Affiliates; and (ii) does not extend to any Transferred Intellectual Property other than the Compliance Algorithms.
Background License. Effective as of the Closing Date, Sellers, on behalf of themselves and their Affiliates, hereby grant to the Buyer, its Affiliates, the Company and any of their respective successors or assigns, a non-exclusive, perpetual, irrevocable, sublicenseable, transferable, and royalty-free license under all trade secrets and know how owned by the Sellers and any of their Affiliates as of the Closing Date and used in the conduct of the Business as of the Closing Date (the “Licensed Seller Intellectual Property”) to make, have made, use, import, offer for sale, sell and otherwise dispose of products and services in connection with the operation of the Business (and the reasonable and natural evolution thereof after the Closing). Buyer acknowledges that the Licensed Seller Intellectual Property is the Confidential Information of Seller. Buyer shall, and shall ensure that its Affiliates shall: (a) not use the Licensed Seller Intellectual Property except as contemplated herein; (b) not directly or indirectly disclose, reveal, divulge or communicate the Licensed Seller Intellectual Property other than to its authorized officers, employees, contractors and represntatives who must be directly involved with the Licensed Seller Intellectual Property and who are bound by confidentiality terms at least as restrictive as those in the Confidentiality Agreement; (c) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against the unauthorized disclosure of the Licensed Seller Intellectual Property; and (d) promptly notify Seller upon discovery of any unauthorized use or disclosure of the Licensed Seller Intellectual Property and take reasonable steps to regain possession of such Licensed Seller Intellectual Property and prevent further unauthorized actions with respect to such Licensed Seller Intellectual Property.
