Independent Technology. Each Party acknowledges and agrees that, as between the Parties, each Party is and shall remain for all purposes hereunder the sole and exclusive owner of all right, title and interest in and to its Independent Technology and all associated Intellectual Property Rights. Each Party acknowledges that it acquires no rights under this Agreement to the other Party’s Independent Technology or associated Intellectual Property Rights other than the limited licenses expressly granted in this Agreement.
Independent Technology. Subject to any licenses expressly granted in this Agreement, each Party shall continue to own all right, title and interest in its Independent Technology, and the Agreement does not grant any right, title or interest in and to any patents, copyrights, trade secrets, trademarks or other property rights or rights of ownership of a Party’s Independent Technology in whatever form.
Independent Technology. Notwithstanding anything to the contrary contained in this Agreement, Company will acquire no ownership interest in any technology developed by AEC prior to or independently of this Agreement ("AEC Technology") and AEC will acquire no ownership interest in any technology developed by Company prior to or independently of this Agreement (the "Company Technology"). AEC hereby grants to Company a royalty-free, nonexclusive, irrevocable, perpetual license, throughout the universe, to exploit the AEC Technology (but specifically excluding the Databases) solely to the extent reasonably required to [***]. For purposes of Section 365(n) of the United States Bankruptcy Code, said license shall be considered a license of rights to "intellectual property" as defined thereunder. Notwithstanding any provision contained herein to the contrary, if AEC is under any proceeding under the United States Bankruptcy Code and the trustee in bankruptcy of AEC, or AEC, as a debtor in possession, rightfully elects to reject this Agreement, then Company may, pursuant to 11 U.S.C. Section 365(n)(1) and (2), retain any and all of its rights under such license, to the maximum extent permitted by law.
Independent Technology. Except as provided in the provisions of Section ---------------------- 8.2 hereof, nothing in this Agreement shall be construed to prohibit NatWest from using, selling, licensing, transferring or otherwise exploiting any technology that NatWest: (i) can demonstrate was developed by NatWest employees or consultants without the use of, reliance on, or reference or access to, any portion of InterTrust Technology and/or Modified Technology, and without any breach of this Agreement or any other obligation owed to InterTrust, and in which InterTrust does not have any patent rights; or (ii)(a) rightfully obtains directly or indirectly from a third Person who has not (1) breached any legal obligation owed to InterTrust and/or (2) obtained such InterTrust technology in violation of any law, and (b) which does not infringe or misuse any InterTrust Intellectual Property Rights or other legally cognizable rights of InterTrust of any kind whatsoever; (collectively, "Independent Technology"). Nothing in this ---------------------- Section 6.4 shall be construed to grant any licenses or rights of any kind whatsoever to NatWest with respect to such Independent Technology.
Independent Technology. Subject to Sections 2 and 4 of this Amendment and Section 11 of the [*] Agreement, each party hereby grants the other party a worldwide, non-exclusive, non-transferable, royalty-free license, without right of sublicense, to use such party’s Independent Technology (a) to the extent necessary for such party to carry out its obligations under the [*] Agreement and (b) to the extent necessary to exercise any licenses granted under the Project-Related Technology.
Independent Technology. Notwithstanding anything to the contrary contained in this Agreement, Company will acquire no ownership interest in any technology developed by AEC prior to or independently of this Agreement ("AEC Technology") and AEC will acquire no ownership interest in any technology developed by Company prior to or independently of this Agreement (the "Company Technology"). AEC hereby grants to Company a royalty-free, nonexclusive, irrevocable, perpetual license, throughout the universe, to exploit the AEC Technology (but specifically excluding the Databases) solely to the extent reasonably required to facilitate Company's continued use, modification, maintenance and promotion of the Store and the Developed Technology. For purposes of Section 365(n) of the United States Bankruptcy Code, said license shall be considered a license of rights to "intellectual property" as defined thereunder. Notwithstanding any provision contained herein to the contrary, if AEC is under any proceeding under the United States Bankruptcy Code and the trustee in bankruptcy of AEC, or AEC, as a debtor in possession, rightfully elects to reject this Agreement, then Company may, pursuant to 11 U.S.C. Section 365(n)(1) and (2), retain any and all of its rights under such license, to the maximum extent permitted by law.
