Escrow License. Effective immediately upon the release of the Deposit Materials, and without any further action needed, Wintegra hereby grants to TI a non-transferable, non-sublicensable right and license for a period commencing on the date such Deposit Materials are released and continuing for a period of twelve (12) months thereafter (the “Escrow License Period”) to: (a) make and have made all Wintegra Products supplied by Wintegra for use with the MP DSLAM Cooperative Reference Design as of the date on which the applicable Release Condition occurs; and (b) sell or otherwise distribute such Wintegra Products to TI customers solely to enable such customers to implement the MP DSLAM Cooperative Reference Design; provided, however, that for each Wintegra Product that TI distributes under this Section 6.3 (Escrow License), TI pays Wintegra a royalty agreed upon by the Parties to preserve for Wintegra the economic benefit Wintegra would otherwise have received by selling such Wintegra Products directly at the walkaway price as set forth herein.
Escrow License. Subject to and in accordance with the terms and conditions of this Agreement and the Escrow Agreement, upon a Release Event, Client shall have the limited right to use the source code to the Software and all deposited Documentation related thereto (the “Escrow Materials”), to modify, enhance, make Releases, and create derivative works and translations of such source code for the sole purpose of maintaining and supporting the Software for its business use. Such license shall continue to be subject to all other terms and conditions set forth in this Agreement not otherwise modified by the escrow license granted hereunder or that would not be applicable under the escrow release terms and conditions. All improvements or inventions related to Client’s use of the Escrow Materials, and all intellectual property rights therein, shall be owned by Greenway (collectively “Developed IP”). Client agrees to assign (or cause to be assigned) and does hereby irrevocably assign fully to Greenway all right, title and interest in and to any and all Developed IP and all derivative works thereof in all media, including, without limitation, all intellectual property or proprietary rights relating thereto. During and after the Term, at Greenway’s request and expense, Client shall, and shall cause its personnel to, execute such instruments and take such other actions as may be necessary or appropriate, in Greenway’s sole discretion and expense, to evidence or further document Greenway’s ownership of the Developed IP and/or to register, file, prosecute, maintain and/or defend any applicable intellectual property rights in such Developed IP in the name of Greenway. In addition, upon a release of Escrow Materials after a Release Event, Greenway grants Client a limited right to use any additional materials, and Greenway shall deliver such materials, related to the Escrow Materials necessary for Client to exercise its source code license rights set forth above, including, without limitation, any printed matter, user manuals, training materials, guides, product descriptions, technical manuals, product specifications, supporting materials and all other materials (printed and/or in electronic form) needed to allow Client to understand and use the source code and enhance and otherwise provide service continuity for Client and Authorized Users.
Escrow License. Upon the occurrence of a Release Event and until such Release Event is cured, Marvell and its Affiliates shall be granted a non-transferable license under all of EZchip’s Intellectual Property Rights embodied in the EZchip Deliverables to manufacture, have manufactured, sell, support, import, export, exhibit, offer to sell, demonstrate, publicly display or otherwise distribute through multiple tiers of distribution the EZchip Deliverables as and to the extent such are incorporated into such Licensed Product (the “Escrow License”). The foregoing limited license shall (i) be subject to Marvell’s full compliance with the applicable provisions of the Agreement (including, but not limited to, the Royalty or other payment terms, restrictions on the identity of the purchaser of the Licensed Product, restriction on the use of EZchip Deliverables and EZchip’s Intellectual Property Rights, provisions relating to the protection of EZchip’s Intellectual Property). To the extent applicable, the provisions of Sections 5.1 and 6 (Financial Obligations) and the provisions of Exhibits F (Royalties) and C (Support) shall apply to such activities during the occurrence of a Release Event.
Escrow License. SSN hereby grants to Customer, effective only following the occurrence of a Release Event and a release of the Escrow Deposits to Customer, a nonexclusive, non-transferable, non-sublicenseable, fully paid-up license to use, reproduce and create derivatives of the Escrow Deposits solely for the operation, maintenance, support, repair and improvement of the Licensed Software in connection with Customer’s utility business in the United States (“Purpose”), subject to the other limitations and restrictions contained in the Agreement (collectively, the “Escrow License”). Upon the release of the Escrow Deposits to Customer upon the occurrence of a Release Event, Customer may thereafter correct, modify, update and enhance the Licensed Software in such Escrow Deposits for the Purpose, subject to the limitations and restrictions of the licenses to such Licensed Software granted to Customer under the Agreement. Ownership of any Derivative Works created under this provision will be as set forth in Section 11.2. For avoidance of doubt, under this Section 14.2, Customer shall not have the right to develop a new copy of the UIQ installed on either an SSN or Customer server for any purpose without the payment of additional license fees to SSN.
Escrow License. Subject to Client’s election in Section 12.9 below, Provider hereby grants to Client a world- wide, non-exclusive, fully paid-up, non-transferable license to use the source code, object code and related Documentation of the Provider Software during the Term and any period of Disentanglement upon the occurrence of a Triggering Event as set forth in the Escrow Agreement. Client shall be entitled to procure maintenance and support services from third parties and shall have the right to sublicense to such third parties the right to use such escrowed materials for the limited purpose of providing such services to Client. Any such third parties shall be bound by a nondisclosure agreement agreeing not to disclose Provider Software to any other third parties for any reason and agreeing to not use Provider’s Software for any other purpose than performing the services identified in this paragraph. This Section 12.8 shall not apply to Third Party Works.
Escrow License. Vendor grants to Client a world-wide, non-exclusive, fully paid-up, non-transferable license to use the source code, object code and related Documentation of the Vendor Software during the Term and any period of Disentanglement upon the occurrence of a Triggering Event as set forth in the Escrow Agreement (the “Escrow License”). Client shall be entitled to procure maintenance and support services from third parties and shall have the right to sublicense to such third parties the right to use such escrowed materials for the limited purpose of providing such services to Client. Subject to Section 12.7, the provisions of this Section 12.6 do not apply to Third Party Software.
Escrow License. Contractor grants to County a perpetual, worldwide, non-exclusive, irrevocable, fully paid-up, transferable license to use the source code, object code, and related documentation of the Contractor Software upon the occurrence of a Triggering Event as set forth in the Escrow Agreement (the “Escrow License”). County shall be entitled to procure maintenance and support services from third parties and shall have the right to sublicense to such third parties the right to use such Escrowed Materials for the limited purpose of providing such services to County.
Escrow License. Manufacture hereby grants to OEM, which shall become effective upon release of the Deposit Material on the occurrence of the appropriate events set forth in Sections 14.2 above, a royalty-free, worldwide, non-exclusive, sub-licensable right and license to use, practice, reproduce, manufacture or have manufactured, modify, create derivative works thereof, publicly perform, display, exhibit, market, distribute and otherwise exploit and enjoy such Products and related parts thereof, as necessary for sale of the Systems incorporating the Products for use in the Field of Use, provided, however, that in the event of a release of the Deposit Material pursuant to Sections 14.2(a), 14.2(c) and 14.2(d), OEM shall pay (or apply any remaining Prepayment) as royalty***^Removed pursuant to Rule 24b-2 under the Securities Exchange Act of 1934^. Notwithstanding the foregoing, the terms of the license granted in this Section 14.3 shall expire two (2) years from the Expiration Date.
Escrow License. Subject to and conditioned upon Customer’s compliance with the terms and conditions of this Agreement, including, for the avoidance of doubt, Section 7.3(e) (Limitations and Restrictions) and Customer’s continued payment of the applicable Software License Fee for all Symbotic Systems, commencing upon the occurrence of a Release Event, and continuing until the occurrence of a Release Expiration, if any, Customer shall have a limited, nonexclusive right and license to use, copy, display, modify, and create Derivative Works of the Deposit Materials and use the Symbotic Property, in each case, solely as is necessary to appropriately and properly operate, support and maintain the Symbotic System Software and continue the operation of existing Symbotic Systems in the Licensed Field, as installed at a Project Site by Symbotic (the “Escrow License”). For clarity, Customer may exercise its rights under the Escrow License through Customer-Authorized Third Parties.
Escrow License. Positron hereby grants to Premisys a limited license to duplicate, use, modify and compile the Design Source Materials, Specifications Design Documentation, Backplane Development Materials and Licensed Manufacturing Materials for the purpose of modifying, upgrading, supporting and maintaining the Licensed Technology. Premisys will not exercise its rights under such license unless and until a Release Conditions occurs.
