Cross License. Concurrent with the execution of this Agreement certain members of the Solazyme Group are entering into the Cross-License Agreement with members of the Bunge Group related to Microbe Technology and Oil Processing Technology.
Cross License. In the event of termination of this Agreement by either Party pursuant to this Article 9, the licenses granted to SGX and Roche in Section 4.2 shall terminate concurrently.
Cross License. (a) Effective as of the Closing Date, Seller and the Amundi Parties do hereby, on behalf of themselves and their Affiliates, grant to Buyer and its Affiliates a perpetual, irrevocable, worldwide, non-terminable, non-sublicensable (except as set forth in Section 6.27(c)), non-transferable (except as set forth in Section 6.27(d)), non-exclusive, royalty-free, fully paid-up license fully to make, have made, use, sell, offer to sell, import, provide, commercialize, practice, copy, perform, display, render, develop, create derivative works from and otherwise exploit the Excluded Intellectual Property solely in substantially the same manner and scope such Excluded Intellectual Property was used in connection with the businesses of the Company and its Subsidiaries as conducted during the twelve (12) months immediately preceding the Closing Date, including any natural improvements and extensions to such businesses, specifically excluding the businesses of the Amundi Parties or their Affiliates, which license shall survive any transfer, whether in whole or in part, of any such licensed Excluded Intellectual Property. Buyer shall, and shall cause its Affiliates, to use commercially reasonable efforts to maintain any Trade Secrets contained within such licensed Excluded Intellectual Property as confidential, including refraining from disclosing such Trade Secrets to any other Person who is not bound by obligations of confidentiality other than pursuant to reasonable confidentiality terms (including in connection with sublicenses). Any improvements or modifications to, or derivative works of, such licensed Excluded Intellectual Property made by or on behalf of Buyer or its Affiliates shall be owned by Buyer and its Affiliates.
(b) Effective as of the Closing Date, the Company does hereby, on behalf of itself and its Subsidiaries, grant to the Amundi Parties and their Affiliates a perpetual, irrevocable, worldwide, non-terminable, non-sublicensable (except as set forth within Section 6.27(c)), non-transferable (except as set forth within Section 6.27(d)), non-exclusive, royalty-free, fully paid-up license fully to make, have made, use, sell, offer to sell, import, provide, commercialize, practice, copy, perform, display, render, develop, create derivative works from and otherwise exploit the Licensed-Back Intellectual Property solely in substantially the same manner and scope such Licensed-Back Intellectual Property was used in connection with the operation of the ...
Cross License. In the event of termination of this Agreement by either Party pursuant to this Article 10, the licenses granted to SGX and Lilly in Section 5.2 shall terminate concurrently.
Cross License. Subject to the terms and conditions of this Agreement, each Party grants and agrees to grant to the other Party an unrestricted, fully paid, worldwide, perpetual, irrevocable, non-exclusive license to use, make, have made, sell, offer for sale and import any Intellectual Property owned by that Party which is a Development of the Intellectual Property of the other Party licensed under this Agreement.
Cross License. Licensee hereby agrees to grant to Centocor, subject only to Paragraph 2.05(b), a royalty-bearing nonexclusive license in the United States, to make, have made, use, offer to sell, sell and import Cross-Licensed Products under terms and conditions and at a commercially reasonable royalty, all to be negotiated in good faith between the parties. With respect to terms and conditions other than royalties, the terms and conditions of this Agreement as well as the terms and conditions of any license agreement under which Centocor receives a sublicense shall be used as guidance in such good faith negotiation. It is expressly understood that, with respect to patents and patent applications licensed to Licensee, Licensee's obligations under this Paragraph 2.04 are limited only by Licensee's right to grant sublicenses and if Licensee does not have the right to grant a sublicense, Licensee shall use reasonable efforts to obtain the right to grant a sublicense and such sublicense shall be subject to the terms and conditions of the license agreement under which the sublicense is granted. In the event that Centocor desires to extend the license to Cross-Licensed Products to one or more countries outside the United States, Licensee agrees to consider extension of the license to one or more of such countries but Licensee shall have no obligation to extend the license to any country outside the United States.
Cross License. Subject to the terms and conditions contained herein, CyberGuard hereby grants to IRE a nontransferable, non-exclusive license to use the CyberGuard Property solely to the extent as is required to develop, manufacture and market the Product. Subject to the terms and conditions contained herein, IRE hereby grants to CyberGuard a nontransferable, non-exclusive license to use the IRE/SafeNet Property solely to the extent as is required to develop, manufacture and market the Product. Each party hereto acknowledges and agrees that the other has expended considerable time, effort and funds in developing and generating the Intellectual Property owned by it, and has and will continue to have a substantial proprietary interest and valuable trade secret therein. The license granted by each party to the other herein is granted as part of the consideration of entering into this Agreement.
Cross License. During the Term, (a) Arbutus shall grant to Gritstone a royalty-free, non-exclusive research license under Licensed Intellectual Property as necessary for Gritstone to conduct the work described in the Research Plan and (b) Gritstone shall grant to Arbutus a royalty-free, non-exclusive research license under Gritstone IP as necessary for Arbutus to conduct the work described in the Research Plan.
Cross License. Licensee hereby grants to IDC and its Affiliates a royalty-free, worldwide, non-transferrable, irrevocable license under any and all patents in relation with Covered Subscriber Units and Infrastructure Equipment held or controlled by the Licensee as of the Effective Date or that issue from patent applications on file as of, or filed within five years of, the Effective Date to make, have made, use, sell or otherwise distribute Covered Subscriber Units and/or Covered Infrastructure.
Cross License. 2.1 Overland Storage hereby grants BDT an irrevocable, fully-paid, royalty-free, nonexclusive, worldwide license for the remaining enforceable life of the Overland Tape Patents to make, have made, use, import, have imported, offer for sale, lease, license, sell and/or otherwise transfer BDT Tape Products. This license excludes any patents or patent applications that Overland Storage may acquire after the Effective Date, where prior to the acquisition date, a third party has been granted an exclusive license that prohibits Overland Storage from licensing the patent or patent application to BDT.
2.2 BDT hereby grants Overland Storage an irrevocable, fully-paid, royalty-free, non-exclusive, worldwide license for the remaining enforceable life of the BDT Tape Patents to make, have made, use, import, have imported, offer for sale, lease, license, sell and/or otherwise transfer Overland Storage Products. This license excludes any patents or patent applications that BDT may acquire after the Effective Date, where prior to the acquisition date, a third party has been granted an exclusive license that prohibits BDT from licensing the patent or patent application to Overland Storage.
2.3 The Parties covenant not to assert claims of patent infringement of a Licensed Patent against a customer of the other Party where each of the following conditions is met: **. For the avoidance of doubt, this Section 2.3 does not apply to any product or component that is not manufactured or supplied by a Party to this Agreement or their affiliates.
2.4 This Agreement does not grant any right or license to any Party or third party under any intellectual property rights of either Party except as specifically granted in this Section 2, and no other right or license is to be implied or inferred from any provision of this Agreement or by the conduct of the Parties, whether by implication, by reason of estoppel, or otherwise.
2.5 The licenses granted in this Section 2 shall not apply to any transaction into which a Party enters substantially for the purpose of allowing a third party to benefit from any license or covenant granted in this Section 2 (i.e., “patent laundering” is prohibited).
2.6 If a lawsuit, administrative proceeding, or other action or proceeding is initiated against a Party that violates the licenses granted in this section, the Party against whom that action or proceeding is brought may use this Agreement to have that action or proceeding dismissed. If a court, arbitrato...
