Common use of Grant Back Clause in Contracts

Grant Back. (a) Subject to the terms and conditions of this Amended IPLA, Purchaser, on behalf of itself and its Subsidiaries, hereby grants (and agrees to grant and cause Purchaser and its Subsidiaries to grant) to Alibaba and its Subsidiaries during the Term a non-exclusive, irrevocable, worldwide, royalty-free, non-transferable (except to a successor of Alibaba in connection with a merger or consolidation, or to a transferee of Alibaba in connection with the transfer of all or any substantial portion of the assets of Alibaba and its Subsidiaries), right and license, under all Patents (including all New Alipay Patents and Patents constituting Stage 1 Retained IP) owned or licensable by Purchaser or any of Purchaser’s Subsidiaries during the Term (“Alipay-Retained IP”) to make, have made, use, sell, offer for sale, import, export and otherwise commercialize any products and services, including engaging third Persons by Alibaba or its Subsidiaries for the procurement by Alibaba or its Subsidiaries of (and having such third Persons provide) services for the benefit of Alibaba and/or its Subsidiaries. For the avoidance of doubt, such third Persons will have immunity under such Patents only to the extent they are providing services for the benefit of Alibaba and/or its Subsidiaries and not for services provided to other customers of such third Persons. For clarity, the Parties acknowledge that any New Alipay Patents, if they are owned solely by Alibaba or assigned to Alibaba as required by Section 4.4(a), and not owned by Purchaser or any of Purchaser’s Subsidiaries, will be subject to the provisions of this Amended IPLA relating to Alipay-Exclusive Patents and New FIG Business-Exclusive Patents and not to this Section 2.7. (b) Subject to the terms and conditions of this Amended IPLA, Purchaser, on behalf of itself and its Subsidiaries, hereby grants (and agrees to grant and cause Purchaser and its Subsidiaries to grant) to Alibaba and its Subsidiaries during the Term a non-exclusive, irrevocable, worldwide, royalty-free, non-transferable (except to a successor of Alibaba in connection with a merger or consolidation, or to a transferee of Alibaba in connection with the transfer of all or any substantial portion of the assets of Alibaba and its Subsidiaries), right and license to (i) reproduce, distribute, modify, prepare derivative works of, perform and display the Alipay Non-Core IP and the non-Patent Stage 1 Retained IP and (ii) to internally use and exploit the SME Loan Know-How, in each case solely in connection with the sale, license or provision of products and services of Alibaba and its Subsidiaries. Such right and license (x) includes the right to have such activities performed on behalf of Alibaba and its Subsidiaries by third Persons and (y) includes the rights to reproduce, perform, display and distribute to merchants, distributors, customers, and other participants in the businesses of Alibaba and Alibaba Subsidiaries the portions, if any, of the Alipay Non-Core IP intended for use by such merchants, distributors, customers, or other participants. Any such license to merchants, distributors, customers, and other participants shall be on the same terms that Alibaba and its Subsidiaries use for the licensing of their own accompanying software and other materials. Notwithstanding anything to the contrary set forth in this Section 2.7(b), Alibaba and its Subsidiaries shall not disclose any Highly Sensitive Information to any third Persons, except to the extent expressly permitted by the Data Sharing Agreement with respect to Contributed Data (as defined in the Data Sharing Agreement), or user data to the extent that (i) disclosure of such user data is required for the purpose of engaging a third Person to provide services comparable to the Services (as defined in the Commercial Agreement) (provided that such third Person shall not use such data for any other purpose), (ii) disclosure of such user data to such third Person in accordance with this Amended IPLA does not violate applicable Law, and (iii) disclosure of such user data to such third Person in accordance with this Amended IPLA does not violate the terms of use or terms of service under which such data was collected. (c) This Section 2.7: (i) does not require that Purchaser or any Purchaser Subsidiary deliver any Technology, including Alipay Non-Core IP, to Alibaba or its Subsidiaries and (ii) does not relieve Alibaba or its Subsidiaries from its obligations under Section 9.9(b) of the Transaction Agreement.

Appears in 2 contracts

Samples: Intellectual Property License Agreement (Alibaba Group Holding LTD), Intellectual Property License Agreement (Alibaba Group Holding LTD)

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Grant Back. (a) Subject to the terms and conditions of this Amended IPLA, Purchaser, on behalf of itself and its Subsidiaries, hereby grants (and agrees to grant and cause Purchaser and its Subsidiaries to grant) to Alibaba and its Subsidiaries during the Term a non-exclusive, irrevocable, worldwide, royalty-free, non-transferable (except to a successor of Alibaba in connection with a merger or consolidation, or to a transferee of Alibaba in connection with the transfer of all or any substantial portion of the assets of Alibaba and its Subsidiaries), right and license, under all Patents (including all New Alipay Patents and Patents constituting Stage 1 Retained IP) owned or licensable by Purchaser or any of Purchaser’s Subsidiaries during the Term (“Alipay-Retained IP”) to make, have made, use, sell, offer for sale, import, export and otherwise commercialize any products and services, including engaging third Persons by Alibaba or its Subsidiaries for the procurement by Alibaba or its Subsidiaries of (and having such third Persons provide) services for the benefit of Alibaba and/or its Subsidiaries. For the avoidance of doubt, such third Persons will have immunity under such Patents only to the extent they are providing services for the benefit of Alibaba and/or its Subsidiaries and not for services provided to other customers of such third Persons. For clarity, the Parties acknowledge that any New Alipay Patents, if they are owned solely by Alibaba or assigned to Alibaba as required by Section 4.4(a), and not owned by Purchaser or any of Purchaser’s Subsidiaries, will be subject to the provisions of this Amended IPLA relating to Alipay-Exclusive Patents and New FIG Business-Exclusive Patents and not to this Section 2.7. (b) Subject to the terms and conditions of this Amended IPLA, Purchaser, on behalf of itself and its Subsidiaries, hereby grants (and agrees to grant and cause Purchaser and its Subsidiaries to grant) to Alibaba and its Subsidiaries during the Term a non-exclusive, irrevocable, worldwide, royalty-free, non-transferable (except to a successor of Alibaba in connection with a merger or consolidation, or to a transferee of Alibaba in connection with the transfer of all or any substantial portion of the assets of Alibaba and its Subsidiaries), right and license to (i) reproduce, distribute, modify, prepare derivative works of, perform and display the Alipay Non-Core IP and the non-Patent Stage 1 Retained IP and (ii) to internally use and exploit the SME Loan Know-How, in each case solely in connection with the sale, license or provision of products and services of Alibaba and its Subsidiaries. Such right and license (x) includes the right to have such activities performed on behalf of Alibaba and its Subsidiaries by third Persons and (y) includes the rights to reproduce, perform, display and distribute to merchants, distributors, customers, and other participants in the businesses of Alibaba and Alibaba Subsidiaries the portions, if any, of the Alipay Non-Core IP intended for use by such merchants, distributors, customers, or other participants. Any such license to merchants, distributors, customers, and other participants shall be on the same terms that Alibaba and its Subsidiaries use for the licensing of their own accompanying software and other materials. Notwithstanding anything to the contrary set forth in this Section 2.7(b), Alibaba and its Subsidiaries shall not disclose any Highly Sensitive Information to any third Persons, except to the extent expressly permitted by the Data Sharing Agreement with respect to Contributed Data (as defined in the Data Sharing Agreement), or user data to the extent that (i) disclosure of such user data is required for the purpose of engaging a third Person to provide services comparable to the Services (as defined in the 2011 Commercial Agreement) (provided that such third Person shall not use such data for any other purpose), (ii) disclosure of such user data to such third Person in accordance with this Amended IPLA does not violate applicable Law, and (iii) disclosure of such user data to such third Person in accordance with this Amended IPLA does not violate the terms of use or terms of service under which such data was collected. (c) This Section 2.7: (i) does not require that Purchaser or any Purchaser Subsidiary deliver any Technology, including Alipay Non-Core IP, to Alibaba or its Subsidiaries and (ii) does not relieve Alibaba or its Subsidiaries from its obligations under Section 9.9(b) of the Transaction Agreement.

Appears in 1 contract

Samples: Intellectual Property License and Software Technology Services Agreement (Alibaba Group Holding LTD)

Grant Back. (a) Subject to the terms and conditions of this Amended IPLAAgreement, PurchaserOpco, on behalf of itself and its Subsidiaries, hereby grants (and agrees to grant and cause Purchaser Opco and its Subsidiaries to grant) to Alibaba and its Subsidiaries during the Term a non-exclusive, irrevocable, worldwide, royalty-free, non-transferable (except to a successor of Alibaba in connection with a merger or consolidation, or to a transferee of Alibaba in connection with the transfer of all or any substantial portion of the assets of Alibaba and its Subsidiaries), right and license, under all Patents (including all New Alipay Patents and Patents constituting Stage 1 Retained IP) Patents, if any, owned or licensable by Purchaser Opco or any of PurchaserOpco’s Subsidiaries during the Term (“AlipayOpco-Retained IP”) to make, have made, use, sell, offer for sale, import, export and otherwise commercialize any products and services, including engaging third Persons by Alibaba or its Subsidiaries for the procurement by Alibaba or its Subsidiaries of (and having such third Persons provide) services for the benefit of Alibaba and/or its Subsidiaries. For the avoidance of doubt, such third Persons will have immunity under such Patents only to the extent they are providing services for the benefit of Alibaba and/or its Subsidiaries and not for services provided to other customers of such third Persons. For clarity, the Parties parties acknowledge that any New Alipay Opco Patents, if they are owned solely by Alibaba or assigned to Alibaba as required by Section 4.4(a), and not owned by Purchaser Opco or any of PurchaserOpco’s Subsidiaries, will be subject to the provisions of this Amended IPLA Agreement relating to Alipay-Exclusive Patents and New FIG BusinessOpco-Exclusive Patents and not to this Section 2.7. (b) Subject to the terms and conditions of this Amended IPLAAgreement, PurchaserOpco, on behalf of itself and its Subsidiaries, hereby grants grant (and agrees agree to grant and cause Purchaser Opco and its Subsidiaries to grant) to Alibaba and its Subsidiaries during the Term a non-exclusive, irrevocable, worldwide, royalty-free, non-transferable (except to a successor of Alibaba in connection with a merger or consolidation, or to a transferee of Alibaba in connection with the transfer of all or any substantial portion of the assets of Alibaba and its Subsidiaries), right and license to (i) reproduce, distribute, modify, prepare derivative works ofworks, perform and display the Alipay Opco Non-Core IP and the non-Patent Stage 1 Retained IP and (ii) to internally use and exploit the SME Loan Know-HowIP, in each case solely in connection with the sale, license or provision of products and services of Alibaba and its Subsidiaries. Such right and license (x) includes the right to have such activities performed on behalf of Alibaba and its Subsidiaries by third Persons and (y) includes the rights to reproduce, perform, display and distribute to merchants, distributors, customers, and other participants in the businesses of Alibaba and Alibaba Subsidiaries the portions, if any, of the Alipay Opco Non-Core IP intended for use by such merchants, distributors, customers, or other participants. Any such license to merchants, distributors, customers, and other participants shall be on the same terms that Alibaba and its Subsidiaries use for the licensing of their own accompanying software and other materials. Notwithstanding anything to the contrary set forth in this Section 2.7(b), Alibaba and its Subsidiaries shall not disclose any Highly Sensitive Information to any third Persons, except to the extent expressly permitted by the Data Sharing Agreement with respect to Contributed Data (as defined in the Data Sharing Agreement), or user data to the extent that (i) disclosure of such user data is required for the purpose of engaging a third Person to provide services comparable to the Services (as defined in the Commercial Agreement) (provided that such third Person shall not use such data for any other purpose), (ii) disclosure of such user data to such third Person in accordance with this Amended IPLA Agreement does not violate applicable Law, and (iii) disclosure of such user data to such third Person in accordance with this Amended IPLA Agreement does not violate the terms of use or terms of service under which such data was collected. (c) This Section 2.7: (i) does not require that Purchaser Opco or any Purchaser Opco Subsidiary deliver any Technology, including Alipay Opco Non-Core IP, to Alibaba or its Subsidiaries and (ii) does not relieve Alibaba or its Subsidiaries from its obligations under Section 9.9(b) 7.13 of the Transaction Framework Agreement.

Appears in 1 contract

Samples: Intellectual Property License and Software Technology Services Agreement (Alibaba Group Holding LTD)

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Grant Back. Notwithstanding anything herein to the contrary, UniCAD Companies shall be the sole owners of all portions of UniCAD Derivative Works and Improvements. Should any Maintenance Derivative Work or any portion thereof be developed for a UniCAD Company by a third party, such UniCAD Company shall be obliged to either (ai) acquire for UniCAD sole ownership of such Maintenance Derivative Work or portion thereof, and all Improvements developed by such third party, or (ii) acquire for UniCAD sufficient legal rights from such third party in order for UniCAD to grant Nortel Companies the rights set out in this Article 5. Further to the immediately preceding paragraph, UniCAD Companies hereby warrant and represent that, with the exception of Third Party Components, CBDS components, and any other software UniCAD acquired under license from third parties as contemplated in the immediately preceding paragraph of this Article 5, UniCAD has acquired sole ownership of all UniCAD Derivative Works and Improvements developed by, or for, UniCAD prior to the Effective Date. Subject to the terms and conditions of this Amended IPLACBDS License Agreement, Purchaser, on behalf of itself and its Subsidiaries, UniCAD hereby grants (and agrees to grant and cause Purchaser and its Subsidiaries to grant) to Alibaba and its Subsidiaries during the Term Nortel Companies a non-personal, perpetual, indivisible, non- exclusive, irrevocable, worldwide, royaltynon-freetransferable, non-transferable assignable (except subject to a successor of Alibaba in connection with a merger or consolidation, or to a transferee of Alibaba in connection with the transfer of all or any substantial portion of the assets of Alibaba and its SubsidiariesArticle 18 hereof), right and licenseworldwide, under all Patents free (including all New Alipay Patents and Patents constituting Stage 1 Retained IP) owned or licensable by Purchaser or any of Purchaser’s Subsidiaries during the Term (“Alipay-Retained IP”) to make, have made, use, sell, offer for sale, import, export and otherwise commercialize any products and services, including engaging third Persons by Alibaba or its Subsidiaries for the procurement by Alibaba or its Subsidiaries of (and having such third Persons provide) services for the benefit of Alibaba and/or its Subsidiaries. For the avoidance of doubt, such third Persons will have immunity under such Patents only to the extent they are providing services for the benefit of Alibaba and/or its Subsidiaries and not for services provided to other customers of such third Persons. For clarity, the Parties acknowledge that any New Alipay Patents, if they are owned solely by Alibaba or assigned to Alibaba as required by Section 4.4(a), and not owned by Purchaser or any of Purchaser’s Subsidiaries, will be subject to the provisions obligation of this Amended IPLA relating Nortel to Alipay-Exclusive Patents pay support and New FIG Business-Exclusive Patents maintenance fees pursuant to Article 6 hereof) right to use source code and not object code versions of CBDS and Maintenance Derivative Works for their own internal uses in the normal course of their businesses. In the event of an uncured material breach of UniCAD's support and maintenance obligations pursuant to this Section 2.7. (b) Subject to Article 6, the terms and conditions of this Amended IPLA, Purchaser, on behalf of itself and its Subsidiaries, hereby grants (and agrees to grant and cause Purchaser and its Subsidiaries to grant) to Alibaba and its Subsidiaries during the Term a non-exclusive, irrevocable, worldwide, royalty-free, non-transferable (except to a successor of Alibaba in connection with a merger or consolidation, or to a transferee of Alibaba in connection with the transfer of all or any substantial portion of the assets of Alibaba and its Subsidiaries), right and license to (i) reproduce, distribute, modify, prepare derivative works of, perform and display the Alipay Non-Core IP and the non-Patent Stage 1 Retained IP and (ii) to internally use and exploit the SME Loan Know-How, in each case solely in connection with the sale, license or provision of products and services of Alibaba and its Subsidiaries. Such right and license (x) includes foregoing rights shall include the right to have grant to third parties the right to use both the source code and object code versions of Maintenance Derivative Works solely to provide maintenance and support services to Nortel Companies as contemplated in the first paragraph of Article 6. Nortel Companies shall exercise reasonable measures (in no event to be any less stringent than those Nortel Companies use for their own proprietary software of similar value) to ensure that the confidentiality of Maintenance Derivative Works and UniCAD's proprietary rights therein are protected and preserved. UniCAD shall, at its own expense, deliver source and object code versions of Maintenance Derivative Works to Nortel at the same time as the first UniCAD Company or Distributor makes object code copies thereof available to End-Users. UniCAD shall provide Improvements to Nortel Companies at no additional cost where such activities performed on behalf Improvements are provided by any UniCAD Company or Distributor at no additional cost to any End-User. Otherwise, UniCAD shall provide Improvements to Nortel Companies under the most favorable terms offered by any UniCAD Company or Distributor to any End-User within four (4) months of Alibaba and its Subsidiaries purchase by third Persons and (y) includes the a Nortel Company. Any Nortel Company shall be entitled to license rights to reproduce, perform, display and distribute to merchants, distributors, customers, and other participants in the businesses of Alibaba and Alibaba Subsidiaries the portions, if any, of the Alipay Non-Core IP intended use any commercially available New Product Derivative Work from any UniCAD Company for use by such merchants, distributors, customers, a license fee or other participants. Any such license to merchants, distributors, customers, and other participants shall be on the same terms that Alibaba and its Subsidiaries use for the licensing of their own accompanying software and other materials. Notwithstanding anything to the contrary set forth in this Section 2.7(b), Alibaba and its Subsidiaries shall not disclose any Highly Sensitive Information to any third Persons, except to the extent expressly permitted by the Data Sharing Agreement with respect to Contributed Data (as defined in the Data Sharing Agreement), or user data to the extent that (i) disclosure of such user data is required for the purpose of engaging a third Person to provide services comparable to the Services (as defined in the Commercial Agreement) (provided that such third Person shall not use such data for any other purpose), (ii) disclosure of such user data to such third Person upgrading fee calculated in accordance with this Amended IPLA does not violate applicable Law, and (iii) disclosure Schedule D which shall be no higher than the lowest license fee or upgrading fee which any UniCAD Company or Distributor charges its most favoured End-User for comparable volumes of such user data New Product Derivative Work. Any Nortel Company shall be entitled to such third Person obtain support and maintenance services from UniCAD for any New Product Derivative Work for a maintenance fee or charge calculated in accordance with this Amended IPLA does not violate Schedule D which shall be no higher that the terms lowest fee or charge which any UniCAD Company or Distributor charges its most favoured End- User of use or terms of service under which such data was collectedNew Product Derivative Work for comparable support and maintenance services. (c) This Section 2.7: (i) does not require that Purchaser or any Purchaser Subsidiary deliver any Technology, including Alipay Non-Core IP, to Alibaba or its Subsidiaries and (ii) does not relieve Alibaba or its Subsidiaries from its obligations under Section 9.9(b) of the Transaction Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cooper & Chyan Technology Inc)

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