General Licenses. (a) Provider acknowledges and agrees that it does not acquire a license or any other right to Client IP except for the limited purpose of carrying out its duties and obligations under this Agreement and that such limited, non-exclusive, license will expire upon the completion of such duties and obligations or the termination or expiration of this Agreement, whichever is the first to occur.
(b) Provider hereby grants and shall ensure that each applicable Affiliate will grant and hereby does grant, to Client and its applicable Affiliates a non-exclusive, perpetual, irrevocable, royalty-free, non-transferable (except in the case of Section 14.2) and sublicensable (through multiple tiers) license to Client and its Affiliates to use Provider IP solely to develop, Manufacture, have Manufactured, distribute, offer for sale, sell, and otherwise dispose of Product. Provider may, at its discretion, grant to Client the right to use Manufacturing Improvements under mutually satisfactory terms to be negotiated.
General Licenses. Subject to the terms and conditions of this Agreement (including Section 2.1(b) and Section 2.1(c)), acting on behalf of itself and its Affiliates, DuPont hereby grants CHEMOURS FC and CHEMOURS TT an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.1(d)), worldwide license in, to and under the DuPont Licensed IP only to:
(i) make, have made, offer for sale, sell, and import and export in connection therewith, each Chemours Product, which license shall be exclusive to the extent such Chemours Product constitutes a Chemours Exclusive Make & Sell Product and non-exclusive to the extent such Chemours Product constitutes a Chemours Non-Exclusive Make & Sell Product; and
(ii) use each Chemours Product for the applicable Chemours End-Use, which license shall be exclusive to the extent such Chemours End-Use constitutes a Chemours Exclusive End-Use and non-exclusive to the extent such Chemours End-Use constitutes a Chemours Non-Exclusive End-Use; provided, further, that in the Energy Storage Field, CHEMOURS FC’s and CHEMOURS TT’s licenses under each of the foregoing (i) and (ii) shall be further limited as follows:
(iii) with respect to Fluoropolymer Products and Fluorochemical Products, only to make, have made, sell, offer to sell, import, export and use Chemours Energy Storage Products;
(iv) to make, have made, import and export Energy Storage Fluorinated Solvents and Fluorinated Solvent Intermediates only for sale to DuPont or its Affiliates (subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement); and
(v) to make, have made, sell, offer to sell, import, export and use Chemours Products other than Fluoropolymer Products, Fluorochemical Products, Energy Storage Fluorinated Solvents and Fluorinated Solvent Intermediates.
General Licenses. 29.1 It is acknowledged by AIRVANA that procurement of Products by NORTEL NETWORKS may be for re-sale (including installation), lease or hire to Customers anywhere in the world.
29.2 In pursuance of Clause 29.1, AIRVANA hereby grants to NORTEL NETWORKS a non-exclusive, irrevocable, royalty free (except as set forth in Section 30 below) licence to:
(a) use, integrate, market, distribute, lease, hire, sell (including installation), resell and maintain or have maintained the Products anywhere in the world; and
(b) use, copy, reproduce, modify, translate and distribute, in whole or in part, any literature relating to Products, including the Product Documentation, for the purposes of such lease, hire, sale (including installation), resale and maintenance of Products anywhere in the world.
29.3 AIRVANA represents and warrants that it has the right to grant the licences detailed under Clause 29.
General Licenses. (a) Client hereby grants on behalf of itself and its Affiliates, to Provider and its Affiliates a non-exclusive, fully-paid, royalty-free, non-transferable (except with permitted assignment of this
General Licenses. (a) Client hereby grants on behalf of itself and its Affiliates, to Provider and its Affiliates a non-exclusive, fully-paid, royalty-free, non-transferable (except with permitted assignment of this Agreement), limited right and license to use Client IP and Project IP solely for the purpose of providing the Services during the term of this Agreement.
(b) Provider hereby grants, and shall ensure that each applicable Affiliate will promptly grant, to Client and its Affiliates a non-exclusive, fully-paid, royalty-free, nontransferable (except with permitted assignment of this Agreement), perpetual, worldwide, irrevocable, right and license (including the right to grant and authorize sublicenses) to use Provider IP other than Manufacturing Improvements for the sole purpose of using the Deliverables and for developing, making, having made, using, selling, offering for sale, importing and exporting the Products during and after the term of this Agreement. Provider shall, at the request of Client, negotiate in good faith mutually agreeable terms for the grant of right and license to Client or its designee under Manufacturing Improvements for the purpose of using the Deliverables and for developing, making, having made, using, selling, offering for sale, importing and exporting the Products.
General Licenses. (a) Client hereby grants, and shall ensure that each applicable Affiliate will promptly grant, to Provider and its Affiliates the limited right to use Client IP and Project IP for the purpose of providing the Services.
(b) To the extent any Manufacturing Improvements or other Provider IP are necessary to exploit deliverables provided hereunder or manufacture Product (“Necessary IP”), Provider hereby grants, and shall ensure that each applicable Affiliate will promptly grant, to Client and its applicable Affiliates a non-exclusive, worldwide, fully paid-up, irrevocable, transferable license, including the right to grant sublicenses, under, in and to Necessary IP to develop, conduct clinical trials for, formulate, manufacture, test, label, package, seek Regulatory Approval for, market, commercialize, make, have made, use, sell import and export Product.
(c) To the extent any Manufacturing Improvements or other Provider IP (including the [***] referred to in Section 7.5) are not necessary to exploit deliverables provided hereunder or manufacture Product (“Optional IP”), Provider shall notify Client thereof before embedding or incorporating such Optional IP into any deliverable provided hereunder or the manufacture of Product. To the extent Client consents to having any such Optional IP be incorporated into any deliverable provided hereunder or the manufacture of Product, upon Client’s request, Provider may grant to Client and its applicable Affiliates a non-exclusive, worldwide, irrevocable, transferable license, including the right to grant sublicenses, under, in and to such Optional IP to develop, conduct clinical trials for, formulate, manufacture, test, label, package, seek Regulatory Approval for, market, commercialize, make, have made, use, sell import and export Product. Provider and Client shall enter into a mutually agreeable license agreement to grant Client the right to use such Optional IP; provided that the license granted therein shall be no less restrictive than the one set forth in this Section 7.2(c). Without limiting the foregoing, should Provider incorporate Optional IP into any deliverable provided hereunder or the manufacture of Product without first notifying and gaining Client’s consent, such Optional IP shall be treated as Necessary IP and become subject to the license grant in Section 7.2(b).
General Licenses. (a) Client hereby grants, and shall ensure that each applicable Affiliate will promptly grant, to Provider and its Affiliates the limited, non-exclusive, non-sublicensable and non-transferable right to use Client IP and Project IP for the purpose of providing the Services to Client and its Affiliates.
(b) Provider hereby grants, and shall ensure that each applicable Affiliate will promptly grant, to Client and its Affiliates the limited, non-exclusive, worldwide, perpetual, irrevocable, non-terminable, royalty-free and fully paid-up right and license to use Provider IP and Manufacturing Improvements for the purpose of using Project IP and manufacturing or having manufactured the Product. Upon Client’s request, Provider promptly shall disclose to Client and provide written documentation to Client specifying in reasonable detail the Project IP and Manufacturing Improvements.
General Licenses. (a) Provider acknowledges and agrees that it does not acquire a license or any other right to Client IP except for the limited purpose of carrying out its duties and obligations under this Agreement and that such limited, non-exclusive, license will expire upon the completion of such duties and obligations or the termination or expiration of this Agreement, whichever is the first to occur.
(b) Provider hereby grants and shall ensure that each applicable Affiliate will grant and hereby does grant, to Client and its applicable Affiliates a non-exclusive, perpetual, irrevocable, royalty-free, transferable and sublicensable license to Client and its Affiliates to use Provider IP solely to develop, Manufacture, have Manufactured, distribute, offer for sale, sell, and otherwise dispose of Product. Provider may, at its discretion, grant to Client the right to use Manufacturing Improvements under mutually satisfactory terms to be negotiated.
General Licenses
