Grants of Licenses. Upon the later of Adopter’s execution of this Agreement or finalization of the Specification by the Promoters, Adopter hereby grants to the Promoters and to Fellow Adopters, and the Promoters hereby grant to Adopter, a nonexclusive, royalty-free, nontransferable, nonsublicenseable, worldwide license under its Necessary Claims to make, have made, use, import, offer to sell and sell products which comply with the Specification; provided that such license shall not extend to features of a product which are not required to comply with the Specification or for which there exists a feasible, noninfringing alternative.
Grants of Licenses. (a) Subject to the terms and conditions of this Agreement (including Section 4.05(z)), Tetraphase hereby grants to Licensee an exclusive (including with regard to Tetraphase and its Affiliates), royalty-bearing, non-sublicensable (except in accordance with Section 2.02 (Rights to Sublicense or Subcontract)), non-transferrable (except in accordance with Section 16.01 (Assignment)) license under the Tetraphase Technology and Tetraphase’s interest in the Joint Technology to Develop and Commercialize Licensed Products in the Field in the Territory.
(b) Subject to the terms and conditions of this Agreement, to the extent permitted by applicable Law, Tetraphase hereby grants to Licensee an exclusive (including with regard to Tetraphase and its Affiliates), non-sublicensable (except in accordance with Section 2.02 (Rights to Sublicense or Subcontract)), non-transferrable (except in accordance with Section 16.01 (Assignment)) right of reference under the Tetraphase Regulatory Documents to Develop and Commercialize Licensed Products in the Field in the Territory.
(c) Subject to the terms and conditions of this Agreement, Licensee hereby grants to Tetraphase, (i) an exclusive (including with regard to Licensee and its Affiliates), royalty-free (subject to clause (ii)), fully-paid (subject to clause (ii)), freely transferrable, freely sublicensable, perpetual, irrevocable license under Licensee Technology and Licensee’s interest in Joint Technology to Research, Develop, Manufacture and Commercialize the Licensed Compound, Eravacycline Materials and Eravacycline Products outside the Territory, and (ii) from and after any early termination of this Agreement (in one or more Jurisdictions or in its entirety), an exclusive (including with regard to Licensee and its Affiliates), freely transferrable, freely sublicensable, perpetual, irrevocable license under Licensee Technology and Licensee’s interest in Joint Technology to Research, Develop, Manufacture and Commercialize the Licensed Compound, Eravacycline Materials and Eravacycline Products (other than any Licensed Product and Jurisdiction with respect to which Licensee retains a perpetual license pursuant to Section 8.04(b)) in the Terminated Territory; provided that (A) if this Agreement is terminated by Licensee pursuant to Section 14.03 (Termination for Breach), Tetraphase shall pay Licensee a royalty of [**] percent ([**]%) of Net Sales of Licensed Products in the Terminated Territory, mutatis mutandis, with the pro...
Grants of Licenses. Subject to the terms of this Agreement, including payment of any fees set out herein or otherwise required for delivery, Licensor hereby grants Licensee a non-exclusive, non-transferable and time and use limited license to use the Z-Wave Developer’s Kit and the Z-Wave Technology solely as set forth in Schedule 1 hereto. The license shall be valid only for the development of up to five hundred (500) prototype units, which units shall not be sold, offered for sale, distributed in any way or otherwise provided to anyone other than employees of Licensee, whether for profit or otherwise.
Grants of Licenses. 1.01 Grant
(a) (i) LUCENT GRL grants to WS under LUCENT GRL's PATENTS personal, nonexclusive and non-transferable licenses for:
(1) PLANAR LIGHTWAVE CHIPS; (2) CASCADED FUSED FIBER COUPLERS; and (3) MACH XXXXXXX INTERFEROMETERS.
Grants of Licenses. Upon the exercise of the option set forth in Section 4.1:
(a) BPI grants to FMC an exclusive, worldwide license under the Licensed Patents, to manufacture, have manufactured, use, sell, have sold, or offer for sale Licensed Products in the Field of Use in countries where the Licensed Patents are effective, subject to the terms of this Agreement. BPI specifically reserves to itself and excludes from this license grant all rights outside of the Field of Use.
(b) BPI grants to FMC an exclusive, worldwide license to utilize BPI's PUNCTUR-GUARD(R) trademark and the other Licensed Trademarks used in connection with the Licensed Products in the marketing and sale of Licensed Products in the Field of Use, subject to the terms of this Agreement. FMC will use BPI's PUNCTUR-GUARD(R) trademark on the device packaging, advertising and literature, unless BPI authorizes FMC to utilize another Licensed Trademark. The manner of use of the trademark shall be submitted for approval by BPI in advance of use to insure the legal use of the trademark; such approval shall not be unreasonably withheld. At least thirty days before selling any Licensed Products in a country other than the United States of America, FMC will give BPI written notice of its intent to do so in order that BPI may, at its sole discretion and expense, pursue registration of the Licensed Trademarks in such country. The trademark license granted herein will be extended to FMC to any foreign country in which BPI applies for registration of the Licensed Trademarks, subject only to the legal requirements of such foreign country to register and otherwise protect the trademarks. FMC agrees, without charge or cost to BPI, to enter into any registered user or like lawful agreement necessary or convenient in such foreign country, and to make all lawful oaths and do all lawful acts reasonably necessary to enable BPI to perfect its trademark rights in such foreign country. If BPI elects not to pursue registration of the Licensed Trademarks in such country, FMC shall have the right, but not the obligation, to pursue such registration at FMC's cost. BPI agrees, without cost to FMC, to enter into any registered user or like lawful agreement necessary or convenient in such country, and to make all lawful oaths and do all lawful acts reasonably necessary to enable FMC to perfect the trademark rights in such foreign country. Title to any trademark application filed by FMC pursuant to this Section 5.2(b) and to any related tr...
Grants of Licenses. 2.1 Subject to the terms and conditions of this AGREEMENT, CBA hereby grants to OSIRIS an exclusive license, subject to any RETAINED RIGHTS under the PATENT RIGHTS and under TECHNOLOGY to make, have made, use and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the LICENSED TERRITORY.
2.2 OSIRIS may sublicense others under this AGREEMENT provided that it gives prior notice of the fundamental elements of any sub-license which it may wish to enter into to CBA and CBA does not raise substantial objections to such proposed sub-license within 60 days of the date of such notice and shall provide a copy of each sublicense agreement to CBA after it is executed.
2.3 OSIRIS shall have the right to extend its license rights granted under Paragraph 2.1 above to its AFFILIATES; however, such AFFILIATES must agree in writing to be bound by the terms of this AGREEMENT with a copy of such agreement furnished to CBA after it is executed.
Grants of Licenses. 3.1 PMG and PIEZO-TOP hereby grant to NANO-VIBRONIX, and NANO-VIBRONIX hereby accepts, subject to the terms and conditions set forth in this Agreement, a perpetual, exclusive, worldwide license to make any and all use of the LICENSED TECHNOLOGY and all IP Rights related to the LICENSED TECHNOLOGY, including without limitation the right to make, have made, use, modify, distribute, create derivative works and sublicense (the “LICENSE”) provided that only to the extent that NANO-VIBRONIX and/or its Subsidiaries have paid the price for the TECHNOLOGY then due to PMG and PIEZO-TOP under this Agreement.
3.2 Notwithstanding the generality of Section 3.1 hereof, the LICENSE, as of the date hereof, includes, without limitation, the patents, patent applications and provisional patent applications listed in Appendix “A” hereto and the KNOW HOW listed in Appendix “B” hereto.
3.3 The LICENSORS shall immediately begin an orderly transfer of all of the LICENSED TECHNOLOGY to NANO-VIBRONIX and shall promptly provide (and create if necessary) all drawings, manuals, specifications and formulas, any proprietary manufacturing equipment or apparatus, as well as any demonstrations and training, which are necessary or useful for the exploitation of the LICENSED TECHNOLOGY.
3.4 All new inventions of LICENSORS, which may constitute LICENSED TECHNOLOGY, shall be immediately disclosed to NANO-VIBRONIX.
3.5 LICENSORS shall file and prosecute the patent applications listed in Appendix B (with respect to existing LICENSED TECHNOLOGY) and all patent applications with respect to new inventions of LICENSORS, which may constitute LICENSED TECHNOLOGY. LICENSORS shall consult with NANO-VIBRONIX in regard to the preparation and prosecution of such patent applications. Notwithstanding the foregoing, NANO-VIBRONIX may elect to file and/or prosecute any patent application with respect to LICENSED TECHNOLOGY.
3.6 LICENSORS shall execute all documents, join in any action and provide all cooperation requested by NANO-VIBRONIX necessary or useful for the full exploitation of the License, including without limitation, any patent filing and prosecution, registration of the License, any action with respect to the infringement of the LICENSED TECHNOLOGY and claims of infringement against NANO-VIBRONIX with respect to the LICENSED TECHNOLOGY. In the event that NANO-VIBRONIX shall prosecute a claim of infringement of the LICENSED TECHNOLOGY against third parties, then without prejudice to any other rights...
Grants of Licenses. Licensor hereby grants to Licensee, and Licensee hereby accepts, the Licenses set forth on EXHIBIT 3 to this Agreement.
Grants of Licenses. 1.01 Grant ----------
(a) AT&T grants to the CORPORATION under AT&T's PATENT personal and nontransferable licenses to make, have made, use, lease, sell and import products of the following kind: OPTICAL TRAPS
(b) The CORPORATION grants to AT&T personal, non-exclusive, royalty-free licenses under any and all patents which claim or are otherwise directed to an invention made by any of the CORPORATION's employees or representatives, which inventions are related to, or which are an improvement of, the invention described in AT&T's PATENT.
(c) The licenses granted to the CORPORATION pursuant to Section1.01(a) shall be exclusive, subject to (i) licenses previously granted to third parties, and (ii) a license reserved by AT&T for AT&T's and its SUBSIDIARIES own activities.
Grants of Licenses. 3.1 FUJITSU hereby grants for the term of this Agreement to AVANEX, subject to the ---------- * 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. conditions under Section 4 below, a non-exclusive and non-transferable license, without the right to sublicense, under LICENSED PATENTS to make or have made LICENSED PRODUCTS and to use, lease, sell, offer to sell, import or otherwise dispose of such LICENSED PRODUCTS in LICENSED TERRITORIES.
3.2 The license granted to AVANEX hereunder shall also extend to any of SUBSIDIARY provided that AVANEX shall cause SUBSIDIARIES to assume the same obligations as imposed on AVANEX hereunder.
