Freedom to Operate License. In the event that the Development, Manufacture, use, offer for sale, sale, export or import by Urovant or its Affiliates or Sublicensees, of the Licensed Compound(s) or Licensed Product(s) infringes a claim of an issued patent which Merck (or any of its Affiliates) owns or otherwise has the right to license and which patents are not included in the Merck Patent Rights licensed in Section 2.1, Merck (and its Affiliates) hereby grants to Urovant, to the extent Merck is legally able to do so, a non-exclusive, sublicensable, royalty-free license in the Territory under such issued patent for Urovant and its Affiliates and Sublicensees to conduct such Development, Manufacture, use, sale, offer for sale, export and/or import of such Licensed Compound(s) and Licensed Product(s), in the Territory.
Freedom to Operate License. (a) [Redacted – commercially sensitive information relating to scope of license].
Freedom to Operate License. G&W hereby grants to Liquidia, effective only upon such termination and subject to any terms of Third Party License, a non-exclusive, Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. worldwide license, with the right to grant multiple tiers of sublicenses, under the G&W Technology to research, develop, make, have made, use, import, export, offer for sale, and sell Terminated Products in the Field. For clarity, in the event of a termination under Section 14.7(c), Liquidia will have the right under the G&W Technology to make and have made Terminated Compounds and Terminated Products in the Territory solely for use in the Terminated Territory. G&W will not be obligated to grant sublicenses to Liquidia under this subsection (c) to the extent that G&W is prohibited from granting such sublicense under a Third Party License, but shall be required to use commercially reasonable efforts to obtain permission to grant such a sublicense from any such licensor(s). If G&W would be required to pay its Third Party licensor additional fees due to a sublicense granted under this subsection (c), then G&W shall notify Liquidia of such fees, and G&W will not be required to grant such sublicense unless Liquidia agrees in writing to reimburse G&W for such fees.
Freedom to Operate License. From and after the Effective Date, Iveric (on behalf of itself and its Affiliates) hereby grants to Opus a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable [**], transferable (solely in connection with a transfer of the Purchased Assets), sublicensable (through multiple tiers) license, under any Required Patents and Information, to Exploit Product Candidates and Products. Notwithstanding anything to the contrary, the foregoing license set forth in this Section 2.6 is intended to provide Opus a “freedom to operate” license with respect to the Required Patents and Information solely for the Exploitation of Product Candidates and Products and not on a standalone basis or in connection with any other product, process or service. Upon Opus’ request within [**] after the Effective Date, Iveric will provide reasonable cooperation to ensure that Information within subclause (b) of the definition of Required Patents and Information is disclosed to Opus as required for Opus to Exploit Product Candidates and Products.
Freedom to Operate License. Effective as of the Closing, Seller, on behalf of itself and its Affiliates, hereby grants, and hereby causes its Affiliates to grant, to each Acquired Company a non-exclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide, fully sublicensable (through multiple tiers) right and license to use any and all Intellectual Property (other than Trademarks) owned by Seller or any of its respective Affiliates as of the Closing Date that is used in the Business for any and all uses in connection with the conduct of the Business, including in connection with the natural evolution thereof after the Closing, and each Acquired Company may assign and otherwise transfer such right and license, in whole or part, to any Affiliates and/or to any acquirer or divested entity in connection with a sale, assignment, transfer or any other disposition or divestiture of any of their other respective assets, or pursuant to any other similar transaction or series of transactions. Effective as of the Closing, the Acquired Companies hereby grant to Seller a non-exclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide, fully sublicensable (through multiple tiers) right and license to use any and all non-material Intellectual Property (other than Trademarks, all Owned IP (including, without limitation, Proprietary Software) listed in the Seller Disclosure Schedules, and all course content of the Acquired Companies) owned by an Acquired Company as of the Closing Date (in each case, solely to the extent that such Intellectual Property is actually used, as of the date hereof, in the ordinary course of business of Seller or its Affiliates (excluding the Acquired Companies)) for any and all uses in connection with the ordinary course conduct of such business including in connection with the natural evolution thereof after the Closing, and Seller may assign and otherwise transfer such right and license, in whole or part, to any Affiliates and/or to any acquirer or divested entity in connection with a sale, assignment, transfer or any other disposition or divestiture of any of their other respective assets, or pursuant to any other similar transaction or series of transactions.
Freedom to Operate License. In light of and to give effect to Business Logic’s agreement that Ibbotson, Morningstar, the Morningstar Affiliates and the Morningstar Clients shall have, going forward, the freedom to operate without threat of Business Logic bringing any claim seeking an injunction or any other form of relief against any of them, Business Logic hereby grants to Ibbotson, Morningstar, all Morningstar Affiliates, and the Morningstar Clients a non-exclusive, fully paid-up, perpetual, irrevocable, worldwide license to use (a) the Business Logic Software; (b) the Business Logic Trade Secrets; (c) the Business Logic Materials; and (d) the Business Logic Know-How. For the sake of clarity, this license does not extend to software, materials, trade secrets, or know-how that was not provided by Business Logic to any Morningstar Affiliate or Morningstar Client prior to the Effective Date of this Agreement. If Morningstar or Ibbotson fails to timely pay either installment of the Settlement Payment pursuant to Article 3.1, Business Logic shall have the right to cancel the license granted in this Article 4.4 by giving written notice pursuant to Article 7.5. If the failure to timely pay is cured within 7 (seven) calendar days of the due date, the license shall be automatically reinstated. To the extent the rights granted under this Article 4.4 conflict with any obligations or restrictions imposed by any provision of the RMA, this Article 4.4 supersedes and displaces any such provision.
