IP License. Seller grants to Buyer a limited, non-exclusive, non- transferable license to use Seller’s Intellectual Property in conjunction with the purchase and use of a Bloom System (the “IP License”); provided, that such license may be transferred to Buyer’s Lender or its designee upon transfer of the Portfolio and underlying agreements to such party due to a foreclosure proceeding, deed-in-lieu-of-foreclosure or other similar remedy on account of Buyer’s Lender’s security interest herein and, if transferred to Buyer’s Lender or its designee, such license may be further transferred by such party to any other Person who acquires the Portfolio from Buyer’s Lender or its designee. Seller shall retain all right, title and ownership of any and all Intellectual Property. No right, title or interest in any Intellectual Property of Seller is granted, transferred or otherwise conveyed to Buyer under this Agreement except as otherwise expressly set forth herein. Buyer shall not modify, network, rent, lease, loan, sell, distribute or create derivative works based upon the Intellectual Property in whole or part, or cause or knowingly allow any third party to do so.
IP License. Any Intellectual Property Rights that O&M Contractor may conceive, make, develop, create, reduce to practice or work on, in whole or in part, in the course of performing the Services, shall be owned and retained by O&M Contractor. O&M Contractor hereby grants to Owner an irrevocable, nonexclusive royalty-free license (which license is freely transferable to any party to which the Project is sold, collaterally assigned, or otherwise transferred) to use all such Intellectual Property Rights, other proprietary rights and specialized knowledge of O&M Contractor which, in each case, are used in connection with the Services for Owner’s use to the extent reasonably necessary for the operation, maintenance, repair, or alteration of the Project or components thereof. To the extent necessary, O&M Contractor shall, prior to such Subcontractor performing any Services in connection with the Project, obtain a valid written license of any such Subcontractor’s Intellectual Property Rights, specialized knowledge or other proprietary property from such Subcontractor in terms substantially similar to those that obligate O&M Contractor to Owner as expressed in this Section 14.1. Without diminishing the rights granted in this Section 14.1, O&M Contractor also acknowledges and agrees that it shall not be a breach of the license granted in this Section 14.1 for any Affiliate of Owner to utilize as reference material any such Intellectual Property Rights, proprietary right or specialized knowledge to the extent reasonably necessary or appropriate in connection with the ownership, use, operation, maintenance, repair, or alteration of the Project or components thereof. Except as specifically stated herein, no other license in such patents and proprietary information is granted pursuant to this Agreement.
IP License. (i) Subject to this Section 8.d and the other terms and conditions of this Agreement, effective as of the Closing Date and continuing for a six (6) month period thereafter; provided that if Buyer does not have the FDA licenses necessary to operate the Acquired Centers as of the end of such six (6) month period despite using its reasonable efforts to obtain such FDA licensure, then such period shall be extended until the earlier of (x) such date Buyer obtains FDA licensure with respect to the Acquired Centers and (y) the first anniversary of the Closing Date (the “Interim License Period”), Seller hereby grants to Buyer a limited, non-exclusive, non-transferable, non-assignable, as-is license, without the right to sublicense, to use the Business Intellectual Property solely in connection with Buyer’s operation of the Acquired Centers and in a manner substantially similar to Seller’s operation of the ADMA BioCenters Business as conducted immediately prior to Closing, subject to maintaining the confidentiality of such Business Intellectual Property (the “IP License”). The IP License shall terminate automatically upon expiration of the Interim License Period.
(ii) Notwithstanding the foregoing, as soon as reasonably practicable after the Closing, but in any event, no later than termination of the Interim License Period, Buyer shall (1) cease all use of any Seller Trademarks on inventory of printed matter, (2) deplete the printed labeling, stationery, brochures, packaging, leaflets, forms, supplies, displays, signage, vehicles, advertising and promotional materials, manuals, and other materials existing as of the Closing that bear any Seller Trademark or remove, destroy or sticker over any Seller Trademark thereon and (3) remove all instances of Seller Trademarks from all websites, mobile applications, source codes, programs and digital materials in Buyer’s ownership, possession or control (other than archival materials). Buyer shall use commercially reasonable efforts to rebrand all products and services sold, provided or offered at the Acquired Centers with a brand that does not use any Seller Trademark as soon as practicable and in any event prior to the termination of the IP License.
(iii) Any use by Buyer of any Seller Trademark during the Interim License Period shall be (1) solely in connection with goods, products and services that are (A) the type of goods, products and services with respect to which Seller was using such Seller Trademark at the time of ...
IP License. The IP License in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.
IP License. Effective as of the Closing Date, Buyers hereby grant to each Seller a non-exclusive, fully paid-up, royalty-free, irrevocable (during the Wind-Down Period), non-sub-licensable (except as set forth in this Section 5.10) license for the Wind-Down Period under all Transferred Intellectual Property solely to the extent necessary for each Seller (i) to conduct the Business as related to the Excluded Assets and Excluded Liabilities, in substantially the same manner as conducted prior to the date hereof, solely in connection with the implementation of the Chapter 11 Plan, the Confirmation Order or any other Order of the Bankruptcy Court and (ii) to undertake activities reasonably required for the administration of the Debtors’ estates following the Effective Date, including any actions required to liquidate, wind down or dissolve any of the Endo Companies after the Effective Date. The foregoing license is sub-licensable solely to the extent (i) that sub-licenses were granted prior to the Closing Date in the Ordinary Course of Business or (ii) reasonably necessary in connection with such wind down.
IP License. Subject to the terms and conditions of this Agreement, Digimarc hereby grants to the Company, as of the Effective Date, a worldwide, non-exclusive, royalty free, nontransferable, irrevocable license under any and all Digimarc Licensed IP as reasonably required for use by or for the Company in the manufacture (by or for), development, marketing, offer for sale, sale, import, lease, license and other transfer to Company customers of Company Products within the scope of the Business.
IP License. Subject to the terms and conditions of this Agreement, Nielsen hereby grants to the Company, as of the Effective Date, a worldwide, non-exclusive, royalty free, nontransferable, irrevocable license under any and all Nielsen Licensed IP as reasonably required for use by or for the Company in the manufacture (by or for), development, marketing, offer for sale, sale, import, lease, license and other transfer to Company customers of Company Products within the scope of the Business.
IP License. The Company hereby grants to each of the International Underwriters and Brazilian Underwriters a non-exclusive, non-transferable, non-sub-licensable, royalty free license to use the Company’s trademarks, servicemarks and corporate logo on the International Underwriters’ and Brazilian Underwriters’ website, solely for the purpose of facilitating the on-line offering of the Offered Securities, in conformity with the Company’s marketing guidelines.
IP License. The Seller grants to the Buyer:
1. The right to use all or part of the source code in any Buyer’s software and/or hardware product, provided that any such product is marketed directly under a trademark that is fully owned by the Buyer;
2. The right to sell, manufacture, market, distribute, and similar activities, related to the Buyer’s products.
IP License. Each Member (i) agrees to be bound by the terms of the IP License Agreement and (ii) represents and warrants to the Alliance that it has assigned to the Alliance2 all trademarks or logos such Member has registered in its name that use words “ChildFund,” “ChildFund International” or “ChildFund Alliance” whether alone or in combination with other words or logos in all jurisdictions where such Member has used or registered such trademarks.
