Grant to Licensee. Subject to and conditioned upon Licensee's compliance with all restrictions set forth in the SATCK and this License, Oracle grants to Licensee a worldwide, non-exclusive, non-sublicensable, non-transferable, license to:
a. Technology Compliance Logo(s): use the appropriate Technology Compliance Logo provided by Oracle only in connection with the marketing, advertising, distribution and/or sale of each Product that implements the corresponding Java Specification and that fully meets the requirements of Section 2.6 below;
Grant to Licensee. 2.1 GTG hereby grants and agrees to grant to LICENSEE, LICENSEE’s SUBSIDIARIES, and their customers of genetics and/or transgenic products, but only for the use of those products, during the TERM (as defined below), a nonexclusive, perpetual, irrevocable, paid-up license under the LICENSED PATENTS to make, have made, use, sell, offer for sale, and import LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY.
2.2 The rights and licenses granted by GTG in this AGREEMENT are assignable by LICENSEE to a purchaser of all or substantially all of the business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise. GTG agrees that products and/or services of such purchaser that are within the FIELD OF USE shall be LICENSED PRODUCTS following the assignment of LICENSEE’s rights and licenses under this AGREEMENT to such purchaser.
2.3 All rights not explicitly granted to LICENSEE and LICENSEE’s SUBSIDIARIES are reserved by GTG. Not limiting the foregoing, LICENSEE acknowledges that it is not granted any rights outside of the FIELD OF USE or to any other patents or other intellectual property rights of GTG or any third party by this AGREEMENT except as may be agreed by the Parties.
2.4 LICENSEE shall be responsible for all acts and omissions of LICENSEE’s SUBSIDIARIES related to the rights granted to LICENSEE’s SUBSIDIARIES under this AGREEMENT and LICENSEE shall ensure that LICENSEE’s SUBSIDIARIES are in compliance with the terms and conditions of this AGREEMENT at all times.
Grant to Licensee. University hereby grants to Licensee and its Affiliates to the extent of the Licensed Territory an exclusive license (i) under the Patent Rights to make, use, sell, have made, have sold, offer for sale and import Licensed Products in the Licensed Field and, ii) under the Copyrights to use, distribute, translate, reproduce, transmit, perform, display, demonstrate, make derivative or collective works of, modify, adapt, copy and otherwise exploit the Copyrights to create Licensed Products in the Licensed Field, with the right to sublicense as set forth in Article 6, subject to all the terms and conditions of this Agreement.
Grant to Licensee. Subject to the terms and conditions of this Agreement, Lxxxx hereby grants to Licensee during the Term an exclusive (even as to Lilly and its Affiliates, but subject to Sections 2.2.3 and 2.9), payment-bearing license (with the right to sublicense solely in accordance with Section 2.3.2) under and with respect to the Licensed Technology to (a) Develop and Manufacture the Product in the Field in the Territory for purposes of Commercializing the Product in the Field in the Territory and (b) Commercialize the Product in the Field in the Territory.
Grant to Licensee. University hereby grants to Licensee and its Affiliates to the extent of the Licensed Territory a non-exclusive license under the Patent Rights and Know-How to make, use, sell, have made, have sold, offer for sale and import Licensed Products in the Licensed Field, with the right to sublicense as set forth in Article 6, subject to all the terms and conditions of this Agreement. For avoidance of doubt, University may not grant any licenses to Patent Rights to any third party until after the Option Period has expired (including any extensions thereof). Within *** days of the Effective Date, and from time to time at the request of Licensee, University will use reasonable efforts at no additional cost to Licensee to transfer the technology, documentation and associated controls necessary to enable Licensee to use the Know-How granted in the license herein.
Grant to Licensee. Subject to the terms and conditions of this Agreement, including the rights granted by Licensee to Lilly under Section 2.2, Lilly hereby grants to Licensee during the Term an exclusive (even as to Lilly and its Affiliates, but, subject to the non-exclusive rights granted to Third Parties pursuant to the [***] Agreement and the contracts listed in Schedule 2.1), worldwide, payment-bearing license with the right to sublicense in accordance with Section 2.4.2, under and with respect to the Lilly Technology, to Develop, Manufacture, have Manufactured and Commercialize Products and/or Compounds (for clarity any Commercialization of a Compound shall be as a Product). *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Grant to Licensee. 4.1 Subject to the remaining terms of this AGREEMENT, LICENSOR hereby grants and agrees to grant to LICENSEE, during the TERM of this AGREEMENT:
(a) a nonexclusive, nonassignable, royalty-free, license under the LICENSED PATENTS (without the right to sublicense) to practice the LICENSED METHOD, to make, have made, use, sell, offer for sale, lease, commercially transfer, and import or export LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY; and
(b) a nonexclusive, nonassignable, royalty-free, license under the LICENSED PATENTS with the right to sublicense to its END USERS the right to use the LICENSED PRODUCTS and the right to practice the LICENSED METHOD for the use of such LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY.
4.2 The rights and licenses granted by LICENSOR in this AGREEMENT are personal to LICENSEE. LICENSEE shall not act as a foundry for any third party, and shall not assign or otherwise transfer any license or right granted hereunder or any interest therein, without the written consent of LICENSOR, except to corporate successors. Any attempted assignment or transfer without such consent shall be void and shall automatically terminate all rights of the LICENSEE under this AGREEMENT.
Grant to Licensee. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee during the Term an exclusive (even as to Licensor, but subject to the sentence in this Section 2.1.1 beginning with “For clarity”), payment-bearing license with the right to sublicense only in accordance with Section 2.3.2, under and with respect to the Licensor Technology, to, directly or indirectly, Develop, Manufacture and Commercialize the Compound and Product in and for the Licensed Field throughout the Territory. For clarity, but without limiting the scope of the preceding sentence, (i) Licensor shall have the right to use the Licensor Technology for the sole and limited purposes of performing its obligations under this Agreement, and (ii) Licensee and its Affiliates shall not promote, market, distribute or sell the Compound to end-users, but may sell (including related distribution, importing and exporting) or otherwise supply the Compound to Affiliates and/or Sublicensees and/or Third Party manufacturers for further Manufacturing into Product for sale to end-users.
Grant to Licensee. Dow hereby grants to Licensee a non-exclusive, worldwide, sublicensable, royalty-bearing license in the Field under the Patent Rights and Know-How Technology to use said Pfēnex Expression Technology™ to make, have made, use and sell Product for clinical and commercial use. Licensee shall not have any right to sublicense its rights under this Agreement other than to Affiliates, Licensee Partners and Permitted Sublicensees. Licensee may transfer or assign its rights under this Agreement only as provided in Section 8.01. Except for production of Active using the Pfēnex Expression Technology™, Licensee shall not use any Biological Materials or Know-How Technology for research or production. The right to “have made” granted hereunder shall be subject to the limitation that any such right shall be exercised only with respect to a reputable manufacturer in the United States, Canada, Europe or Japan who shall be subject to all of the confidentiality and limited use obligations with respect to Dow’s confidential information and the Pfēnex Expression Technology™ imposed on Licensee hereunder, and whose [**] with such obligations [**] shall, [**]. In exercising its right to have made, Licensee shall provide Dow written notice to inform Dow of the chosen manufacturer in advance of engaging the manufacturer.
(a) Licensee shall notify Dow as soon as practicable, but in no event later than [**] after granting any sublicense under the rights granted by Dow to Licensee under this Agreement, of the identity of any proposed Permitted Sublicensee, Licensee Partner or Affiliate to whom rights have been sublicensed (the “Sublicensee”). [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
(b) Licensee shall cause all sublicenses to incorporate contractual provisions substantially identical to Sections 4.01 and 4.02 hereof. Licensee shall also provide to Dow such financial and other information regarding the financial condition and reports of all Sublicensees as Licensee possesses or has a contractual right to receive or procure.
(c) Licensee shall cause all Permitted Sublicensees to execute and deliver such documents as Dow may reasonably request to require such Permitted Sublicensees to pay all Royalties directly to Dow. [**] shall [**] to Dow as a result of Net Sales made by such Permitted Sublicensees.
(d) In the event that any Permitted Sublicensee fa...
Grant to Licensee. Subject to all restrictions set forth in the SCSL and this License, Sun grants to Licensee a worldwide, non-exclusive, non-transferable, license to:
a. Technology Compliance Logo(s): use the Technology Compliance Logo(s) only in connection with the marketing, advertising, distribution and/or sale of each Product that fully meets the requirements of Section 2.6 below;
b. Java Authorized Licensee logo: use the Java Authorized Licensee logo on marketing material, trade show material and collateral, whether or not in connection with a specific Licensee Product, to advertise that Licensee is a current SCSL licensee provided that the Java Authorized Licensee logo may not be used on any Product (including media or electronic versions), Product packaging or Product documentation or other items that accompany Licensee’s shipping containers;
c. For Java Tagline: use the For Java Tagline in conjunction with, and immediately following, the name(s) of each Product that fully meets the requirements of Section 2.6 below; and
