Grant of License and Option Sample Clauses

Grant of License and Option. (a) The parties hereby acknowledge that, pursuant to the Research Funding Agreement, BAXTER has assigned to SANGAMO any and all of its rights to BAXTER Inventions and to Joint Inventions, including all rights under the patent, copyright and other intellectual property laws of the United States or any other country. (b) SANGAMO hereby grants to BAXTER an exclusive license including the right to sub-license pursuant to Clause 3.2 under the Patent Rights, the Technology, and under Invention Patents and Inventions (other than Inventions Patents to the extent they claim BAXTER Inventions, and other than BAXTER Inventions) to manufacture, have manufactured, import, use, sell and offer for sale Licensed Products for use in the Field throughout the Territory for the term of this Agreement. During the term of this Agreement, SANGAMO shall not grant to any Third Party any license under the Patent Rights, technology, Invention Patents or Inventions for use in the Field in the Territory. (c) SANGAMO hereby grants to BAXTER an exclusive, perpetual, royalty-free license, including the exclusive right to sub-license, under the Invention Patents to the extent they claim BAXTER Inventions and under BAXTER Inventions for all purposes throughout the Territory; provided, however, that SANGAMO reserves the right thereunder to conduct its obligations and exercise its rights under this Agreement. (d) SANGAMO hereby grants to BAXTER a non-exclusive, perpetual, royalty-free license, including the right to sub-license, under the Invention Patents to the extent they claim Joint Inventions and under Joint Inventions for all purposes throughout the Territory for the term of this Agreement, other than to manufacture, have manufactured, import, use, sell and offer for sale Licensed Products for use in the Field throughout the Territory for the term of this Agreement. (e) SANGAMO hereby grants to BAXTER the exclusive option, exercisable for a period of eighteen (18) months after the Effective Date, to purchase a Convertible Debenture having a face amount of Seven Million Five Hundred Thousand Dollars ($7,500,000) pursuant to a Convertible Debenture Purchase Agreement substantially in the form of the similar agreement between the parties entered into concurrently herewith. Such option is exercisable by BAXTER giving express written notice to SANGAMO of its desire to exercise such option, and paying to SANGAMO the sum of Seven Million Five Hundred Thousand Dollars ($7,500,000) prior to the...
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Grant of License and Option. 2.1 Subject to the terms and conditions of this Agreement, WFUHS hereby grants to Tengion and Tengion accepts from WFUHS, an exclusive, worldwide right and license, including the right to sublicense, to make, use and sell the Improvement Products under WFUHS’s rights in the Improvement Patents in the Licensed Field only. 2.2 Subject to the terms and conditions of this Agreement, WFUHS hereby grants to Tengion and Tengion accepts from WFUHS, a non-exclusive, worldwide, right and license, including the right to sublicense, to the Know-How. 2.3 Subject to the terms and conditions of this Agreement, WFUHS hereby grants to Tengion and Tengion accepts from WFUHS for the Option Period (in each case) a non-transferable (except as provided in Article 14.1), exclusive option to negotiate in good faith for a royalty-bearing, worldwide, exclusive license, including the right to sublicense, to practice all the rights under the New Development Patents in the Licensed Field only (the “Option”). 2.4 Notwithstanding the rights, licenses and Option granted in Articles 2.1, 2.2 and 2.3, Tengion’s rights and licenses under this Agreement are subject to any rights of the U.S. government under applicable laws and regulations and pursuant to any contract, grant or similar funding agreement between WFUHS and the U.S. government. * Confidential Treatment Requested 7 2.5 Notwithstanding the rights, licenses and Option granted in Articles 2.1, 2.2 and 2.3, Tengion’s right and license is subject to WFUHS’s retained right to make, have made and use WFUHS Licensed Products and practice the WFUHS Patent Rights for WFUHS’s own educational, academic, testing, clinical and research purposes, including the right to collaborate with other academic and non-commercial entities for academic and non-commercial purposes. 2.6 Notwithstanding the rights, licenses and Option granted in Articles 2.1, 2.2 and 2.3, Tengion’s license and Option are subject to WFUHS’s retained rights outside of the Licensed Field. For the removal of doubt, WFUHS’s rights outside the Licensed Field shall not limit Tengion’s rights within the Licensed Field. 2.7 Tengion agrees that any products constituting WFUHS Licensed Products or any products produced through the use of WFUHS Licensed Products will be manufactured substantially in the U.S. to the extent required by 35 U.S.C. Sec. 204, if such statute is applicable. 2.8 Except as expressly provided for in this Agreement, no license or other rights are granted or conferr...
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Grant of License and Option. 2.1 Subject to the terms and conditions set forth in this Agreement, the Company hereby grants to the Licensee and the Licensee hereby accepts from the Company, the right and license (the "License") to use the Names and Marks, including but not limited to the right to manufacture and sell the Products (the "Rights"). The Licensee agrees to diligently exercise the License granted hereunder subject to the terms and conditions of this Agreement. 2.2 The Licensee shall not, without the Company's written consent, use or otherwise employ the Names and Marks except in accordance with the terms and conditions of this Agreement, nor use, otherwise employ or permit the use or employment of any other trade xxxx, trade name, service xxxx or commercial symbol in connection with the Products. 2.3 Subject to the terms and conditions of this Agreement, the Company hereby grants to the Licensee the option to purchase the Rights (the "Option"). This Option may be exercised at any time or times during normal business hours prior to the close of business on December 31, 2001, unless the term is extended in writing by mutual agreement of the parties hereto. The Option may be exercised by the Licensee by (a) delivery of a written notice to the Company of the Licensee's election to exercise the Option and (b) (i) payment of the Licensee to the Company of the sum of $300,000 (the "Option Price") in cash or by certified or official bank check or wire transfer of funds or (ii) delivery of a promissory note in the original principal amount of the Option Price and payable in full on or before December 31, 2001. This Agreement shall terminate upon exercise by the Licensee of the Option and satisfaction of the payment terms set forth hereunder in 2.3(i) or 2.3(ii). 2.4 In consideration for the License and Option being granted to the Licensee herein, the Licensee shall, simultaneously with the execution hereof, deliver to the Company a promissory note in the form of Schedule "C" attached hereto (the "Promissory Note"). 2.5 During the term of this Agreement, the Licensee shall pay to the Company royalties of five percent (5%) of Net Sales (hereinafter defined) of XxXxx'x beverages, which royalties shall be payable on the last day of the month following the month in which such sales occurred. For purposes hereof, "Net Sales" shall mean the gross invoice price of the XxXxx'x beverages, less the total of (a) trade discounts, (b) sales, excise, use and other similar taxes actually paid or de...
Sample 1
Grant of License and Option. For the Term, and subject to the provisions of this Agreement, KBL hereby grants to Agalimmune: (a) A worldwide, exclusive, non-sublicensable, non-transferable license under the Licensed Patents to Evaluate the use of KODE™ Technology and KODE™ Know-How in the Field (the Evaluation Licence); and (b) An exclusive right to require KBL to grant the Exploitation License to Agalimmune (the Option).
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Grant of License and Option 
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Related to Grant of License and Option

  • Grant of License During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

  • Grant of Licenses (a) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Domain Names in connection with the Business during the Term. Except as provided in Section 2.3, Licensee’s use of the Licensed Domain Names under the terms of this Agreement shall be free of any fees. (b) Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, an exclusive, non-transferable (except as set forth in Section 10.7) and non-sublicensable (except as provided in Section 2.1(c)) license to use the Licensed Content in connection with websites associated with the Licensed Domain Names until the earlier of (i) termination or expiration of this Agreement, or (ii) termination or expiration of the Agency Agreement, provided, however, that in the event the Agency Agreement is amended or restated, such amendment or restatement shall not be deemed a termination or expiration of the Agency Agreement. Except as provided in Section 2.3, Licensee’s use of the Licensed Content under the terms of this Agreement shall be free of any fees. (c) Notwithstanding anything in this Agreement to the contrary, Licensee has no right to sublicense any rights granted hereunder to any third party, or otherwise permit any third party to use any Licensed Domain Names or Licensed Content; provided, however, that any rights granted to Licensee hereunder shall be sublicensable, without the prior written consent of Licensor, to SINA Leju and Licensee’s Affiliates that are controlled by SINA Leju solely for the purpose of operating the Business during the Term. All rights in and to the Licensed Domain Names and Licensed Content not expressly granted herein are hereby reserved exclusively by Licensor. Licensee shall be responsible for the compliance of the terms and conditions of this Agreement by all of its sublicensees. Without limiting the foregoing, in the event any sublicensee undertakes any action (or inaction) that would be deemed a breach of this Agreement had Licensee taken such action (or inaction), such action (or inaction) shall be deemed a breach by Licensee under this Agreement.

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • License Grant If Products include software, firmware or documentation, Supplier grants to DXC a non-exclusive, perpetual, royalty free, worldwide license to use, reproduce, display, prepare derivative works of the documentation and distribute such works, software, firmware or documentation directly or as integrated into DXC products, and to sublicense such rights to third parties. Supplier shall identify all licenses and deliver to DXC all materials required to meet the requirements of any licenses for third party software that is included in the Products. Supplier shall deliver to DXC the source code for any software licensed under a license that has a source availability requirement (such as the GNU General Public License). If the source code is not included with the material that Supplier has previously delivered, Supplier shall deliver within seven (7) days after DXC’s request the source code for any software licensed under an open source license that has a source availability requirement. Supplier grants DXC the right to duplicate and distribute the materials as necessary.

  • License Grants The licenses granted in this Section 2 are subject to the terms and conditions set forth in this XXXX: a. Subject to Section 2(b), you may install and use the Software on a single computer; OR install and store the Software on a storage device, such as a network server, used only to install the Software on your other computers over an internal network, provided you have a license for each separate computer on which the Software is installed and run. Except as otherwise provided in Section 2(b), a license for the Software may not be shared, installed or used concurrently on different computers. b. In addition to the single copy of the Software permitted in Section 2(a), the primary user of the computer on which the Software is installed may make a second copy of the Software and install it on either a portable computer or a computer located at his or her home for his or her exclusive use, provided that: A. the second copy of the Software on the portable or home computer (i) is not used at the same time as the copy of the Software on the primary computer and (ii) is used by the primary user solely as allowed for such version or edition (such as for educational use only), B. the second copy of the Software is not installed or used after the time such user is no longer the primary user of the primary computer on which the Software is installed. c. In the event the Software is distributed along with other PremiumSoft software products as part of a suite of products (collectively, the "Studio"), the license of the Studio is licensed as a single product and none of the products in the Studio, including the Software, may be separated for installation or use on more than one computer. d. You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell or transfer any copy of the Software made for backup purposes. e. You agree that PremiumSoft may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse PremiumSoft for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance. f. Your license rights under this XXXX are non-exclusive.