Licence Back. NZ On Air irrevocably grants the Producer an exclusive, royalty-free licence to NZ On Air’s interest in all Content Rights under this Agreement:
(a) to the extent necessary to enable the Producer to produce, deliver and exploit the Content Rights in accordance with the Funding Agreement; and
(b) for the term of the Funding Agreement. To avoid doubt, this exclusive licence does not limit NZ On Air’s rights to the Content Rights under the Funding Agreement.
Licence Back. (a) The Purchaser hereby grants to the Seller, with effect from the Completion Date, a non-exclusive, perpetual, worldwide, sublicenseable (subject to clause 11.5(b)) paid-up, right and licence solely for any purpose outside the Field to use:
(i) any Know-How related to the Product Registrations, the items referred to in paragraphs (2) and (3) of Exhibit 2 (Commercial Information) or Regulatory Information; and
(ii) to the extent that it is permitted to do so, any Know-How in existence as at the Completion Date licensed to the Purchaser as a result of the assignment of the MolMed Agreement, the Telethon-HSR Agreement and the [***] for the Seller to continue to benefit from the licences granted pursuant to clauses 3.2-3.3 (inclusive) of the MolMed Agreement, the Telethon-HSR Agreement, and clauses 2.1-2.3 (inclusive) of the [***]; in each case excluding any Patient-Level Clinical Data. The Seller’s rights under the licence granted pursuant to this clause 11.5 shall be subject always to the Seller’s compliance with the terms of clause 14. For the avoidance of doubt, the Seller has retained the right to use the Licensed Know-How outside the Field.
(b) The Seller and its Affiliates shall have no right to grant a sublicence to any Intellectual Property included in the licence granted to the Seller or its Affiliate pursuant to clause 11.5(a) other than in connection with a GSK Programme outside the Field. Any such licence granted by the Seller or its Affiliate shall include appropriate provisions with respect to the licensee’s duty of confidentiality.
Licence Back. 3.1 HDT hereby grants to GSL a non-exclusive irrevocable, royalty-free, world-wide licence for the Term (with the right to grant sublicences within the GSL Group only) to use, exploit (including by manufacturing and selling products) or deal in:
(a) any improvements made in the field of MALDI-TOF Spectrometry by HDT or another member of the HDT Group to the Patent or the Technical Information; HDT shall disclose all such improvements to GSL as soon as reasonably possible as and when they arise; and
(b) any intellectual property in the field of MALDI-TOF Spectrometry owned as at the date hereof or subsequently generated by HDT or another member of the HDT Group in relation to the Patent or the Technical Information; HDT shall disclose all such intellectual property to GSL as soon as reasonably possible as and when it arises.
3.2 HDT undertakes promptly to procure all licences or assignments to HDT by other members of the HDT Group necessary for HDT to grant the licences required under clause 3.1
3.3 HDT may forthwith by written notice terminate the licence granted under clause 3.1 if GSL uses, exploits or applies the improvements and/or the intellectual property licensed in clause 3.1 outside the scope of the field of MALDI-TOF Spectrometry. In such event GSL shall promptly return to HDT all HDT and HDT Group confidential information and all documentation (whether hard copy or electronic) evidencing the intellectual property licensed under clause 3.1.
Licence Back. With effect from the Completion Date, the Purchaser hereby grants (and shall procure that the Existing Companies, NewCo and any other applicable member of the Purchaser Group from the Completion Date grant) to the Seller, subject to the terms and conditions set out herein, a worldwide, non-exclusive, royalty-free, transferable and sublicensable (solely to members of the Seller Group for so long as they are members of the Seller Group, and any end users, customers or service providers acting for the Seller Group’s benefit), fully paid-up licence solely to continue using (i) in connection with any Deferred Local Business any Intellectual Property included in the Business IP that is used in or necessary for the conduct of such Deferred Local Business prior to the Deferred Completion Date, (ii) in connection with performing its obligations under the TSA and (iii) in connection with its ongoing businesses any Intellectual Property included in the Business IP that is both (x) subsequently identified after the Completion Date as not exclusively related to the Business and (y) to be transferred back by the Purchaser pursuant to clause 15 (Wrong Pockets) prior to such transfer back.
Licence Back. 3.1. The Assignee grants the Assignor a licence solely for the purposes of granting to the University a perpetual, royalty-free sub-licence for the University and every employee, student and individual appointed by the University to use and publish the Technology and any improvements communicated prior to the date of this Assignment under the Licence for academic and research purposes including the right for the University to use the Technology and any improvements as enabling technology in other non-commercial research projects (including projects which benefit from third-party funding).
3.2. If at the date of this Assignment, any part of the Technology is the subject of an existing licence in favour of any third party (“Existing Licence”) then the Assignee shall grant a licence back to the Assignor in respect of the relevant parts of the Technology solely for the purpose of enabling the Assignor to grant a sub-licence to such third party on the same terms as the Existing Licence provided that where the Existing Licence has been granted in breach of the Assignor’s obligations to the Assignee under the Licence or any other relevant agreement between the Assignee and the Assignor, no such licence back shall be granted.
Licence Back. The Purchaser hereby grants with effect from the Completion Date (and shall procure that LN Canada, NewCo and any other applicable member of the Purchaser Group from the Completion Date grant, and shall (where relevant) procure that LNSM from the LNSM Completion Date grant) to the Seller, subject to the terms and conditions set out herein, a worldwide, non-exclusive, royalty-free, transferable and sublicensable (solely to members of the Seller Group for so long as they are members of the Seller Group, and any end users, customers or service providers acting for the Seller Group’s benefit), fully paid-up licence solely to continue using (i) in connection with any Deferred Local Business or LNSM any Intellectual Property included in the Business IP that is used in or necessary for the conduct of such Deferred Local Business or LNSM prior to the Deferred Completion Date or the LNSM Completion Date (as applicable), (ii) in connection with performing its obligations under the TSA and (iii) in connection with its ongoing businesses any Intellectual Property included in the Business IP that is both (x) subsequently identified after the Completion Date as not exclusively related to the Business and (y) to be transferred back by the Purchaser pursuant to clause 16 (Wrong Pockets) prior to such transfer back.
Licence Back. 21 12.4 Pool Intellectual Property assignment ................................ 22 13.
Licence Back. You will grant the Corporation a world-wide, perpetual, irrevocable, royalty-free, transferable license to continue to use, modify and improve the Patent, provided that the Patent is and remains materially integrated with the products and services of the Corporation (i.e. not on a stand alone basis). You further agree that you will not institute any infringement proceedings against the Corporation or any of its licensees or shareholders for use of the Patent, provided that the conditions in this paragraph continue to be satisfied.
Licence Back. 4.1 The Licensee grants the Licensor a perpetual, royalty-free licence to grant the University and every employee, student and individual appointed by the University the licence set out in clause 4.2.
4.2 The Licensor has granted and, in respect of Licensee’s Improvements, will grant, to the University a non-transferable, perpetual, royalty-free licence for the University and every employee, student and appointee of the University to use and (subject to clause 4.3 below) to publish the Licensed Technology and the Licensee’s Improvements solely for Non-Commercial Use.
4.3 The Licensor will request the University to give to the Licensee in advance a written outline of any material related to the Licensed Technology or the Licensee’s Improvements intended for publication. The Licensee may request that publication be delayed:
4.3.1 for a period of no longer than three months from the date of notification in respect of the Licensed Technology if such delay is necessary in order to protect the Licensed Technology; or
4.3.2 for any reasonable period that may be longer than three (3) months given the circumstances in respect of any Licensee’s Improvement if such delay is necessary in order to protect the Licensee’s Improvements. If no request for delay is received within […***…] of the date of the written notification, the University will be free to assume that the Licensee has no objection to the proposed publication.
Licence Back. 25.1 Licence for the purposes of this Agreement
