Grant of Licences Sample Clauses
Grant of Licences. 2.1 The Supplier hereby grants EST and its Affiliates an exclusive, non-transferable, non-sub- licensable (unless explicitly agreed by both parties) right as an esports licensee in the Territories during the term of this Agreement: CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***]
2.1.1 to market and promote the App in any form of media whether online or offline including without limitation on social media;
2.1.2 to market and promote the Games in any form of media whether online or offline including without limitation on social media; and/or
2.1.3 to use the Trade Marks in connection with the marketing and the promotion of the App and/or the Games including without limitation on social media.
2.2 Other than as may be mutually approved in writing (email consent shall constitute a “writing” EST will not represent itself as an agent of the Supplier for any purpose, nor pledge the Supplier’s credit or give any condition or warranty or make any representation on the Supplier’s behalf or commit the Supplier to any contracts.
2.3 The Supplier only grants to EST the licences as specified in clause 2.1, and does not transfer any other right, title or interest to the App and any Games to EST.
2.4 EST represents, warrants and undertakes, except as expressly permitted by this Agreement or authorised in writing by the Supplier, that EST will not, nor permit others, directly or indirectly to:
2.4.1 copy, modify, translate, convert or create derivative works from the App or any Game, any part of it, or any adaptation, transcription, or merged portion of it except with the prior written consent of the Supplier;
2.4.2 reverse engineer, disassemble, decompile or in any other manner decode the App or any Game or any part of it, except to the extent that the foregoing acts are permitted by Applicable Law; or
2.4.3 remove any copyright, proprietary or similar notices from the App or any Game or any part thereof (or any copies thereof).
2.5 During the term of this Agreement, EST hereby grants the Supplier a revocable, non- exclusive, non-transferable license without the right of sublicense, to use the Branding to brand the Product subject to the Guidelines and clause 2.6.
2.6 the Supplier agrees to use the Branding to brand the Product, subject to the following terms and conditions;
2.6.1 the Supplier...
Grant of Licences. 26.1.1 The Contractor shall grant a licence to the Authority to use Contractor Software and procure a licence for the Authority to use Third Party Software under the Software licence conditions set out in sub-clause 26.1.2 and, as applicable, sub-clause 26.1.3 below.
Grant of Licences. 11.1 Subject to the payment of the Licence Fees and the terms of this agreement, Xxxx hereby grants to the Customer:
11.1.1 a non-transferable, sole (to the exclusion of any third parties save for Xxxx and its employees, officers, representatives, contractors, and subcontractors), royalty-free licence to use the Bespoke Software solely in connection with the Customer’s internal business purposes in accordance with this agreement; and
11.1.2 a non-transferable, non-exclusive, royalty-free licence to use the Licensed Software (excluding the Bespoke Software) and the Documentation solely in connection with the Customer’s internal business purposes in accordance with this agreement during the term of this agreement.
11.2 The Customer hereby grants to Xxxx a, sub-licensable, non-transferable, non-exclusive, royalty-free licence for the term of this agreement to carry out any acts that would otherwise be restricted by any of the Customer’s Intellectual Property Rights in the Customer Materials for the sole purpose of enabling Xxxx to carry out the Work in accordance with this agreement.
11.3 Each party reserves all rights not expressly granted in this agreement.
11.4 The Customer shall comply with the Third-Party Licences and shall indemnify and hold Xxxx harmless against any loss or damage which it may suffer or incur as a result of the Customer’s breach of such terms howsoever arising.
11.5 Xxxx may treat the Customer’s breach of any Third-Party Licence as a breach of this agreement.
Grant of Licences. The Seller grants to the Purchaser, with effect from the Completion Date, licences on the terms set out in clause 11.2.
Grant of Licences. 3.1 Each of the parties grants, and agrees to grant, to the other, and that party accepts, subject to the terms of this Agreement a non-exclusive licence under the other’s Background Technology and its consent in relation to the Project Technology to manufacture, have manufactured, use, sell, offer to sell, import, lease or otherwise dispose of LEP Display Devices (including, without limitation, incorporating them into Products but not manufacture or have manufactured LEP) in any and all countries of the world or a lesser number thereof. This licence shall not, however, extend to any technology owned by an unrelated third party which technology has been or is acquired, licensed, transferred or can be used by either CDT or SEC and which CDT or SEC as the case may be are prohibited from licensing, sub-licensing or otherwise. However, the licence granted by this clause 3 shall extend to any technology covered by this Agreement, owned by an unrelated third party which technology has been or is acquired, licensed, transferred or can be used by either CDT or SEC and which CDT or SEC are permitted to make it available whether by license, sub-licence or otherwise without compensation to that third party. In the event that CDT or SEC are required to pay royalties or any other form of monetary consideration to, or at the direction of the third party in question in order to obtain the right to license the other party with respect to such third party licence, then CDT or SEC will have the option to take such licence after being notified of such consideration requirement from the other party and having agreed to pay the compensation in question. There is no obligation on either party being so notified to take such a license if there is a consideration requirement. .
3.2 In addition to the rights granted to CDT pursuant to clause 3.1 CDT shall also have the right to grant non-exclusive licenses to third parties in respect of the following and subject to the limitations defined herein namely:
(a) manufacture, having manufactured, use, sale, offer to sell, import, lease or otherwise to dispose of LEP Display Devices using any or all Project Technology (including, without limitation, incorporating LEP Display Devices into Products) in any and all countries of the world or a lesser number thereof
(b) manufacture, having manufactured, use, sale, offer to sell, import, lease or otherwise to dispose of LEP Display Devices using any or all of SEC Background Technology (includin...
Grant of Licences. (a) The Buyer, effective on Closing, hereby grants to the Seller a fully-paid, royalty free, worldwide, perpetual, and non-exclusive licence to use the Transferred IP, and to make, have made and use Modifications to the Transferred IP. Any Modifications made by the Seller after the Time of Closing to the Transferred IP shall be the exclusive property of the Seller.
(b) The Seller, effective on Closing, hereby grants to the Buyer a fully-paid, royalty free, worldwide, perpetual, and non-exclusive licence to use the Licensed IP, and to make, have made and use Modifications to the Licensed IP. Any Modifications made by the Buyer to the Licensed IP after the Time of Closing shall be the exclusive property of the Buyer.
Grant of Licences. (a) The Health Services Manager grants to the Department a royalty-free, irrevocable, world-wide, perpetual, non-exclusive licence, including the right to sublicense, to use, reproduce, modify and adapt any Intellectual Property rights in any Health Services Manager Material, excluding CHIRON, in conjunction with any Contract Material.
(b) The Health Services Manager must obtain from any relevant person, permission to use any and all Intellectual Property which may be required in order for the Health Services Manager to perform the Health Services. Such permission to use Intellectual Property includes all necessary licences and other government approvals.
(c) The Health Services Manager must ensure that the Department is granted a
(d) The Department grants the Health Services Manager for the Term a royalty-free, world-wide, non-exclusive licence, including the right to sublicense, to use, reproduce, modify and adapt any Intellectual Property rights in the Contract Material and the Department Material to the extent necessary and for the sole purpose of performing its obligations under this Contract.
Grant of Licences. 20.1 Without limiting Clause 21.4 and subject to Clause 33.2, EXS hereby grants to Sanofi:
(a) an exclusive, perpetual, irrevocable, freely transferable, worldwide, with the right to grant sublicences through multiple tiers (as provided in Clause 20.4), licence under the EXS Project IP for all purposes;
(b) an exclusive (for the purposes set forth below), perpetual, irrevocable, worldwide, with the right to grant sublicences through multiple tiers (as provided in Clause 20.4), licence under the EXS Background IP [***] that are necessary or useful for the Research, Development, Manufacture or Commercialisation of one or more Qualifying Molecules or Qualifying Products for that Approved Collaboration Target or Collaboration NSM Target (as applicable) for purposes of Research, Development, Manufacture and Commercialisation of any such Qualifying Molecule or Qualifying Product; and
(c) a non-exclusive, perpetual, irrevocable, freely transferable, worldwide, with the right to grant sublicences through multiple tiers (as provided in Clause 20.4), licence under the EXS Background IP [***] to the extent necessary to exploit the Sanofi Collaboration IP or EXS Project IP.
20.2 For each Research Program, through the expiration or termination of the applicable Research Plan or NSM Research Plan, subject to Clause 20.4, Sanofi hereby grants to EXS a non-exclusive, non-sublicensable (except to subcontractors permitted under Clause 5.5), royalty-free, worldwide licence under the Sanofi Licensed Background IP, the Sanofi Collaboration IP and the rights exclusively licensed to Sanofi under Clause 20.1, in each case, solely for EXS to conduct its obligations under that Research Program (and with respect to Sanofi-Provided Data, solely for the purposes for which such Sanofi-Provided Data is provided by or on behalf of Sanofi to EXS as described in the applicable Research Plan or NSM Research Plan) and not for any other purpose.
20.3 Without limiting Clauses 20.1 or 21.4, EXS hereby grants to Sanofi a [***]. All intellectual property rights arising out of [***]. In the event that Sanofi or its Affiliates wishes to [***].
20.4 Subject to Clause 5.5, each Party may grant sublicences under the licences granted under this Agreement without the prior written consent of the other Party, provided that:
(a) each sublicensee is bound by a written agreement that is consistent with, and subject to the applicable terms and conditions of, this Agreement; and
(b) the sublicensing Party wil...
Grant of Licences. The Supplier grants the relevant Purchaser all licences necessary for the sale or use (whether by the relevant Purchaser, or by any person to whom the relevant Purchaser sells the Products, or any article incorporating the Products) of any Products supplied to the relevant Purchaser pursuant to this Agreement. These licences are perpetual and cannot be revoked. The Supplier grants the relevant Purchaser a right to:
(a) authorise and sub licence all rights reasonably incidental to the use of a Product by a third party, or the lease or sale of a Product to a third party; and
(b) grant third parties to whom a Product is leased or sold the right to authorise and sub licence all rights reasonably incidental to the use or lease of the Product by the third party’s customers.
Grant of Licences. 3.1 Subject to the terms and conditions of this Agreement, SOL hereby grants to GLBN:
3.1.1 an exclusive (as defined in clause 8), royalty-free, fully-paid licence to use, display the Finance Channel on the SOL Portals homepage and the global navigation bar, and to promote, cross-promote, market, and advertise the Finance Channel in other areas within the SOL Portals as agreed from time to time;
3.1.2 an exclusive (as defined in clause 8), royalty-free, fully-paid licence to use, reproduce and display the GLBN Brand Features in the Finance Channels on the SOL Portals and in other areas within the SOL Portals, which are used to drive Traffic to the Finance Channels on the SOL Portals, for the SOL countries in which a Finance Channel for the SOL Portals is developed pursuant to this Agreement in connection with (i) the presentation of the Content and Financial Transactional Services within the SOL Portals, and (ii) the marketing and promotion of the Finance Channels within the SOL Portals via the WWW, in accordance with the terms of this Agreement;
3.1.3 to the extent possible, a royalty-free, fully-paid licence to use, reproduce and display relevant parts of the Finance Channels (as determined by GLBN) over the SOL Wireless Application Protocol Portal ("SOL WAP Portal") when developed and launched. GLBN shall cover its own cost for implementing and managing the necessary technology for this service.
3.2 The licence contained in Clause 3.1 is subject to:
3.2.1 the GLBN Brand Features being included in the Finance Channels with proper proprietary notices appearing in the Finance Channels and in all uses of GLBN Branded Features; and
3.2.2 no changes being made to the Finance Channels design format as outlined in Schedule A without the prior written approval of the other Parties. However , the SOL Portals will be redesigned from time to time, and in the case of such redesigning a meeting will take place between SOL and GLBN to agree on the new design for the Finance Channel, and the art directors from both companies will have the power to approve such new designs. The new design should reflect the same way of co-branding as in the previous version, and the SOL Portals look and feel in the respective countries from time to time. Further, the brand name of SOL and the brand name which GLBN chooses for it's Finance Channels shall always take up the same amount of space as in Schedule A, and shall have similar relative positions as in Schedule A. The new design wi...