Common use of Grant of Exclusive License Clause in Contracts

Grant of Exclusive License. (a) Upon and subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, an exclusive license throughout the Territory to use the Trademarks in connection with (i) the operation and distribution of the Channels, (ii) the sub-licensing of Company Programming (other than acquired Supplemental Programs) to third parties, and (iii) non revenue-generating business activities which are ancillary and related to the activities described in (i) and (ii), including but not limited to Trade Materials and the promotion of the Channels and related marketing, distribution and advertising activities; provided, that promotion or marketing over the internet will be limited to the Licensee Web Sites. In addition to the Trademarks, Licensor grants to Licensee, and Licensee hereby accepts, a limited license to use such additional trademarks of Licensor (e.g., "Playmate of the Month") as are included in the programs provided by PEGI under the Program Supply Agreement, which license will be limited solely to customary presentation and logo credits in the title and end credits sequences of such programs and credit blocks in advertising therefor. Notwithstanding the above, Licensee's exclusivity will not apply to: (i) customary presentation and logo credits in the title and end credits sequences of programs licensed to others as permitted in the Program Supply Agreement and credit blocks in advertising therefor; (ii) use of the Trademarks in any television service which is not intended for general reception in the Territory but which is received in the Territory due to unintentional spillover; or (iii) PEGI's right to use the "Playboy" name and logos in connection with the operation of a * * * as defined in and pursuant to the terms of the Operating Agreement. Licensee acknowledges that the Content Categories represent distinct content, style and production values and Licensee will not use, and will not have the right to permit any other Person to use, any Trademark for a use outside its designated Content Category. (b) During the term of this Agreement, Licensor will not itself use or authorize any other Person to use the Trademarks or any confusingly similar designation in connection with any television channel or service in the Territory or the distribution of any programming in the Media in the Territory. In the event that Licensor (or any of its Affiliates) licenses, or directly uses, any of the Trademarks in the Territory in connection with an activity which is not included in the license granted to the Licensee hereunder, but which activity is likely to harm Licensee, the Channels, or Licensee's rights under this Agreement or the Program Supply Agreement (taking into account local customs in the region of the Territory where such activity is being conducted), Licensee may object to such other license or use. In the event that Licensee so objects, Licensor and Licensee will attempt in good faith to resolve any such objection. (c) Notwithstanding the previous paragraphs of this Section 2.1, Licensee acknowledges that until Playboy TV-Latin America, LLC is contributed to it, Licensee's rights in the Trademarks will be limited by and subject to the rights under the PTVLA Trademark License Agreement.

Grant of Exclusive License. 2.1 Licensor hereby grants to Licensee an exclusive license (athe "License") Upon to use the Technology, the Present Technology and subject Developed Technology anywhere in the world for the term of this Agreement for the purposes of conducting research and development in connection with those items stated in Recital B and on the terms and conditions herein set forth. The Licensor hereby represents and warrants to the Licensee that the Licensor has the right to grant the license to use the Technology and Present Technology for the purposes and on the terms and conditions set forth in this Agreement, Licensor hereby grants to Licenseeherein, and Licensee hereby acceptscovenants and agrees to forthwith following the execution of this Agreement to take all necessary steps and do all things to obtain a patent or patents, an exclusive license throughout at the Territory to use the Trademarks Licensor's discretion, in connection with (i) the operation and distribution respect of the Channels, (ii) the sub-licensing of Company Programming (other than acquired Supplemental Programs) Technology or Present Technology and to third parties, and (iii) non revenue-generating business activities which are ancillary and related to the activities described in (i) and (ii), including but not limited to Trade Materials and the promotion provide proof of the Channels and related marketing, distribution and advertising activities; provided, that promotion or marketing over the internet will be limited existence of such patent(s) to the Licensee Web Siteson request. In addition All costs in respect of obtaining patent(s) relating to the Trademarks, Present Technology shall be borne by the Licensee. The Licensor grants to Licensee, shall retain all rights and Licensee hereby accepts, a limited license to use such ownership of said patents. 2.2 In connection with the License hereinbefore granted and for no additional trademarks of Licensor (e.g., "Playmate consideration except as may be set out in other agreements between one or more of the Month") as are included Licensor, Licensee and other parties entered into of even date herewith or in the programs provided future the Licensor agrees to furnish Licensee with: (a) complete information on the methods of and apparatus for the Technology and Present Technology heretofore developed by PEGI under the Program Supply Agreement, which license will be limited solely to customary presentation Licensor; (b) specifications and logo credits prints or drawings in the title and end credits sequences possession of such programs and credit blocks in advertising therefor. Notwithstanding the above, Licensee's exclusivity will not apply to: (i) customary presentation and logo credits Licensor for all special equipment or apparatus employed in the title and end credits sequences of programs licensed to others as permitted in the Program Supply Agreement and credit blocks in advertising therefor; (ii) use development of the Trademarks in any television service which is not intended for general reception in Technology or Present Technology; (c) technical assistance as required by the Territory but which is received in Licensee relating to the Territory due Technology or Present Technology heretofore developed by the Licensor; (d) instructions to unintentional spillover; or (iii) PEGI's right personnel of the Licensee as to use the "Playboy" name technical and logos other matters required in connection with the operation Licensee's Research and Development Program; and (e) without limiting the generality of a * * * the foregoing, all of the know-how (as defined in and pursuant to the terms of the Operating Agreement. Licensee acknowledges that the Content Categories represent distinct content, style and production values and Licensee will not use, and will not have the right to permit any other Person to use, any Trademark for a use outside its designated Content CategorySection 1.1(d) hereof). (b) During the term of this Agreement, Licensor will not itself use or authorize any other Person to use the Trademarks or any confusingly similar designation in connection with any television channel or service in the Territory or the distribution of any programming in the Media in the Territory. In the event that Licensor (or any of its Affiliates) licenses, or directly uses, any of the Trademarks in the Territory in connection with an activity which is not included in the license granted to the Licensee hereunder, but which activity is likely to harm Licensee, the Channels, or Licensee's rights under this Agreement or the Program Supply Agreement (taking into account local customs in the region of the Territory where such activity is being conducted), Licensee may object to such other license or use. In the event that Licensee so objects, Licensor and Licensee will attempt in good faith to resolve any such objection. (c) Notwithstanding the previous paragraphs of this Section 2.1, Licensee acknowledges that until Playboy TV-Latin America, LLC is contributed to it, Licensee's rights in the Trademarks will be limited by and subject to the rights under the PTVLA Trademark License Agreement.

Grant of Exclusive License. (a) Upon Licensor hereby grants to Licensee a worldwide, royalty-bearing license in and to the AzurTec IP for use solely for applications related to ex-vivo biopsy tissue, and subject to the terms and conditions further limitations on use hereinafter set forth in (the "Licensed Rights"). Pursuant to the License granted hereunder, Licensee shall have the rights to use, sell, make or have made and otherwise commercialize and exploit (including the right to advertise) the Licensed Rights over any and all medical, surgical or veterinary fields of use, all at its sole discretion. In the event that Licensee desires to assign this Agreement, it shall first obtain the written consent of Licensor, which consent Licensor hereby grants shall not be unreasonably withheld or delayed. In the event that Licensee desires to Licenseesub-license any of its rights hereunder, it shall do so in accordance with Section 2(d). Licensee shall use its commercially reasonable efforts to bring one or more Covered Products to market through a diligent program for exploitation of the Licensed Rights and Licensee hereby acceptsto continue active, an exclusive license diligent marketing efforts for one or more Covered Products throughout the Territory to use the Trademarks in connection with (i) the operation and distribution life of the Channels, (ii) the sub-licensing of Company Programming (other than acquired Supplemental Programs) to third parties, and (iii) non revenue-generating business activities which are ancillary and related to the activities described in (i) and (ii), including but not limited to Trade Materials and the promotion of the Channels and related marketing, distribution and advertising activities; provided, that promotion or marketing over the internet will be limited to the Licensee Web Sites. In addition to the Trademarks, Licensor grants to Licensee, and Licensee hereby accepts, a limited license to use such additional trademarks of Licensor (e.g., "Playmate of the Month") as are included in the programs provided by PEGI under the Program Supply this Agreement, which license will be limited solely to customary presentation and logo credits in the title and end credits sequences of such programs and credit blocks in advertising therefor. Notwithstanding the above, Licensee's exclusivity will not apply to: (i) customary presentation and logo credits in the title and end credits sequences of programs licensed to others as permitted in the Program Supply Agreement and credit blocks in advertising therefor; (ii) use of the Trademarks in any television service which is not intended for general reception in the Territory but which is received in the Territory due to unintentional spillover; or (iii) PEGI's right to use the "Playboy" name and logos in connection with the operation of a * * * as defined in and pursuant to the terms of the Operating Agreement. Licensee acknowledges that the Content Categories represent distinct content, style and production values and Licensee will not use, and will not have the right to permit any other Person to use, any Trademark for a use outside its designated Content Category. (b) During the term of this Agreement, neither Licensor will not itself use or authorize any other Person to use the Trademarks or any confusingly similar designation in connection with any television channel or service in the Territory or the distribution of any programming in the Media in the Territory. In the event that Licensor (or nor any of its Affiliates) licensesaffiliates shall develop, use, market or sell any products which draw on technology which directly usescompetes with Covered Products. Notwithstanding the foregoing of this Section 2(b), any Licensor shall have the right, subject to Section 3(h), to commercialize a Covered Product which determines the presence or absence of the Trademarks cancerous cells in the Territory in connection with an activity which is situ (a "Next-Generation Product"), and such right shall not be included in the license granted to Licensed Rights. Conversely, during the term of this Agreement, neither Licensee hereunder, but nor its affiliates shall market or sell any products which activity is likely to harm Licensee, the Channels, or Licensee's rights under this Agreement or the Program Supply Agreement (taking into account local customs in the region of the Territory where such activity is being conducted), Licensee may object to such other license or use. In the event that Licensee so objects, Licensor and Licensee will attempt in good faith to resolve any such objectiondirectly compete with Covered Products. (c) Notwithstanding Section 2(a), and subject to Section 2(b), Licensor reserves to itself the previous paragraphs right to use the AzurTec IP, including without limitation the Patent Rights, for research conducted in furtherance or improvement of the AzurTec IP or in the conduct of clinical trials in furtherance of the AzurTec IP. Licensor and Licensee acknowledge that, under the terms of the Development Agreement, as amended, Licensor has agreed to fund and Licensee has agreed to conduct clinical trials to establish the right to market the use of Covered Products in the United States not only on an ex vivo adjunctive basis with instruments corroborating negative findings in tissue excised from the patient (the "Adjunctive Use"), but also on an ex vivo stand-alone basis without the necessity of such corroboration on negative findings as well as for the detection of squamous carcinomas in addition to basal carcinomas (the "Stand-Alone Use"). Licensee shall promptly disclose to Licensor any and all improvements or modifications to the Covered Products developed by or for Licensee during the term of this Section 2.1Agreement, all of which improvements and modifications, if developed at Licensor's expense, shall be the property of Licensor included in the license of rights hereunder, and if such improvements or modifications were developed at Licensee's expense, then they shall be the property of Licensee but shall be licensed back to Licensor on a worldwide, royalty-free, perpetual basis. (d) If Licensee proposes to grant any third party (a "Grantee") rights (e.g. a sub-license) in the Licensed Rights under this License, Licensee acknowledges shall: (i) disclose to Licensor the identity of the proposed Grantee on or before the date on which such rights are proposed to be granted, and request Licensor's written consent for the same, which consent Licensor shall not unreasonably withhold or delay; and (ii) include in any agreement or document purporting to grant any such rights provisions which (A) set forth in language substantially identical to that until Playboy TV-Latin America, LLC is contributed to it, Licenseeset forth in this Agreement the existence and scope of Licensor's rights in the Trademarks will Licensed Rights, including without limitation the right to receive royalties and reports of sales of Covered Products; and (B) require the Grantee, as a condition to any further assignment or sublicense by it of the rights proposed to be limited transferred by Licensee, to comply with the requirements of this Section 2(d). If Licensee assigns or sub-licenses rights hereunder, Licensee shall not thereby be released from any of its obligations to Licensor hereunder, including without limitation the obligation to ensure that any permitted assignee or sub-licensee pays royalties and makes reports to Licensor as herein required. Any such permitted assignment or sub-license shall automatically terminate and be of no further force or effect if Licensor terminates this Agreement as hereinafter provided. In addition to royalties payable hereunder based on Net Sales, Licensee shall pay to Licensor an amount equal to 20% of the amount or amounts paid to Licensee or any Licensee Affiliate in connection with any permitted assignment or sub-license of the Licensed Rights, when and as Licensee or such Licensee Affiliate is paid by the assignee or sub-licensee and such payment shall be treated as a prepaid royalty to Licensor. (e) Licensee shall have sole discretion to determine and implement marketing strategies for the Covered Products, subject only to the restrictions herein set forth. Licensee shall also have discretion to modify or improve the Covered Products, subject to the rights under written consent of Licensor, which consent Licensor will not unreasonably withhold or delay. (f) In the PTVLA Trademark License Agreementevent that Licensor, as a result of its research and development work on the AzurTec IP for use of a Covered Product for in situ detection of cancerous cells, proposes to introduce a product for in situ detection, whether directly or indirectly, or through a business combination with a third party or any other means, then before introducing such product, Licensee shall have the first right of negotiation for such rights, as set forth in Section 3(h).