License Back to Seller. (a) Purchaser grants back (and agrees to cause its appropriate Subsidiaries to grant back) to Seller and its Subsidiaries the following personal, irrevocable, non-exclusive, worldwide, fully paid, royalty-free and non-transferable (except as specified in Section 9.12 below) licenses under its and their applicable Intellectual Property Rights, together with the right to sublicense to Third Parties subject to the terms of this agreement, solely within the Seller’s Field of Use:
(i) under its and their Copyrights in and to the Transferred Business Technology, (A) to reproduce and have reproduced the works of authorship included in the Transferred Business Technology and Improvements thereof prepared by or for Seller, in whole or in part, in order to create or as part of Seller Products, (B) to prepare Improvements or have Improvements prepared for it based upon the works of authorship included in the Transferred Business Technology in order to create Seller Products, (C) to distribute (by any means and using any technology, whether now known or unknown, including without limitation electronic transmission) copies of the works of authorship included in the Transferred Business Technology and Improvements thereof prepared by or for Seller as part of Seller Products, and (D) to perform (by any means and using any technology, whether now known or unknown, including without limitation electronic transmission) and display the works of authorship included in the Transferred Business Technology and Improvements thereof prepared by or for Seller, as part of Seller Products;
(ii) under its and their Database Rights in and to the Transferred Business Technology, to develop or have developed Improvements and to extract data from the databases included in the Transferred Business Technology and such Improvements and to re-utilize such data to design, develop, manufacture and have manufactured Seller Products and to sell such Seller Products that incorporate such data, databases and Improvements thereof prepared by or for Seller;
(iii) under its and their Mask Works in and to the Transferred Business Technology, (A) to develop or have developed Improvements and to reproduce and have reproduced mask works and semiconductor topologies included in the Transferred Business Technology and embodied in Seller Products by optical, electronic or any other means, (B) to import or distribute a product in which any such mask work or semiconductor topology is embodied, and (C) to induc...
License Back to Seller. Purchaser hereby grants to Seller a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up license (without the right to sublicense), under any Intellectual Property or other rights in or to the Technical Information transferred to Purchaser as set forth in Section 3.1 above, to use, reproduce, modify, adapt, create derivative works of, perform, display and otherwise exploit the Technical Information in and in connection with any Seller Products solely outside the Field of Use, and to make, have made, use, sell, offer to sell, import, export and otherwise exploit any such Seller Products. Seller has the right to disclose the Technical Information to third parties for the purpose of the manufacture, sale, offering for sale, import, export or other disposition of Seller Products solely outside the Field of Use in accordance with the license rights granted by Purchaser to Seller under this Section 3.2; provided that any such third party has agreed in writing to maintain the confidentiality of the Technical Information pursuant to a confidentiality agreement that is no less restrictive than the confidentiality requirements of the Non-disclosure Agreement.
License Back to Seller. Purchaser hereby grants to Seller a perpetual, non-exclusive, worldwide, fully paid, royalty-free license under the Grant-Back IP to make, have made, use, import, offer for sale, sell, lease, export, copy, modify, adapt, distribute (directly or indirectly), display and perform any of Seller’s Retained Products, including all Improvements thereto, all of which shall bear trademarks owned or controlled by Seller, within the Seller Field of Use.
License Back to Seller. As of the Effective Date, Google hereby grants to Seller, for the benefit of Seller and its Affiliates, for the life of all the Seller’s Patent, an irrevocable, nonexclusive, nontransferable, nonassignable (including by operation of law or otherwise), nonsublicensable, worldwide, fully paidup right and license under the Patents, to develop, have developed, make, have made, use, have used, sell, offer to sell, import, export and otherwise transfer or dispose of any product, service, method or process.
License Back to Seller. Purchaser hereby grants to Seller as of the Effective Date, under the Patents and for the lives thereof, a personal, royalty-free, irrevocable, non-exclusive and worldwide license, without the right to sub-license, (“Solid License”) to practice the methods and to develop, make, have made, use, distribute, lease, offer for sale, sell, import, export and otherwise dispose of Seller’s products and services covered by the Patents (the “Covered Products and Services”). This license shall apply to the use and subsequent redistribution of Covered Products and Services, in substantially identical form as they are distributed by Seller, but shall not otherwise be sub-licensable or provide Seller the right to act as foundry for any third Party. The Solid License may be transferred in conjunction with (a) the sale of all, or substantially all, of the Seller’s operating assets or (b) a merger to the successor to all, or substantially all, of the Seller’s operating assets. In the event of such acquisition or merger, the Covered Products and Services shall automatically become limited to Seller’s products and services that had been commercially released by Seller prior to the effective date of such transaction and for new versions of such products and services that have merely incremental differences from such products and services that do not bring the new versions within the scope of any claim of the Patents that did not also encompass such prior products and services.
License Back to Seller. Purchaser hereby grants to Seller, effective as of the Closing Date, a royalty-free, non-exclusive, non-sublicensable license to make, have made, use, import, research and develop the Assets solely for purposes of performing its obligations under the Transition Services Agreement.
License Back to Seller. As of the Closing Date, Purchaser hereby grants to Microsoft and its current and future Subsidiaries, under the Patents, and for the lives thereof, a worldwide, irrevocable, fully paid-up, royalty-free, perpetual, non-exclusive past release and future license to make, have made, use purchase, provide, sell, offer for sale, lease, import, export, host, and otherwise distribute any past, present or future technology, software, products, equipment or services of Microsoft and such Subsidiaries (including without limitation any past, present or future combinations of the foregoing, collectively “Seller’s Covered Technology”), and to practice any method or process. This license extends to and includes third parties to which Microsoft or such Subsidiaries provide the Seller’s Covered Technology (including, without limitation, any customers, suppliers, licensees, distributors, and end-users of Microsoft or such Subsidiaries) in connection with their authorized manufacture, having manufactured (including Microsoft Confidential Page 3 software replication under license), purchase, provision, use, sale, offer for sale, lease, distribution, hosting, exportation, or importation of any of Seller’s Covered Technology. Without limiting the foregoing, the license granted hereunder includes Microsoft’s and such Subsidiaries’ right to supply Seller’s Covered Technology as components for use in their intended manner in combination with other products and services so long as for any given Patent such Seller’s Covered Technology constitutes a material part of the inventions patented under such Patent; provided, however, that no license, covenant or other Patent rights are being provided to any unlicensed third party components per se. For the life of the Patents, Purchaser (on behalf of itself and any assignees) also covenants not to rely on any of Seller’s Covered Technology (in whole or in part) to meet any element of any infringement claim of the Patents against Seller, its Subsidiaries or any third party. For the avoidance of doubt, the foregoing does not grant Seller any rights to sublicense the Patents apart from Seller’s Covered Technology
License Back to Seller. At the First Closing, Buyer shall provide to Seller a perpetual, royalty-free, worldwide, exclusive license to the Purchased Intellectual Property for all uses other than the Iota Exclusive Business, in the form attached hereto as Exhibit C. After five years from the Final Closing, the license shall become non-exclusive.
License Back to Seller. Should Buyer have failed within three years following the Closing Date to sell to any third party a Deflectable Catheter Product approved for use in the Interventional Radiology Market or Interventional Cardiology Market, then, with respect only to such of those Markets as the Buyer shall have failed to commercialize such Deflectable Catheter Product, the Buyer shall exclusively license the Intellectual Property together with any improvements thereto (excluding Know-How developed by or for Micrus prior to or after the Closing Date) to Vascular FX, in such Market or Markets in which the Buyer has failed to commercialize the Deflectable Catheter Product. For the purposes of this Section 6(b), Buyer shall be deemed to have commercialized the Deflectable Catheter Product for use in a given Market when it has sold to in a one-month period to non-affiliated third parties at least [***] worth of Deflectable Catheter Products for use in such Market. Such exclusive license shall be irrevocable, perpetual, sublicensable, transferable, and worldwide, shall provide that Micrus shall own all improvements to the licensed technology (excluding Know-How) made by any licensees or sublicensees and for reasonable further assurances related to such ownership. To give effect to such license, the parties hereby agree in the event that the conditions set forth in this section 6(b) are met, to execute an exclusive license agreement in the applicable market(s), consistent with the foregoing provisions and containing such other standard and commercially reasonable provisions.
License Back to Seller. For the sole and limited purpose of enabling Seller’s use and operation of the other domains currently owned by Seller as listed in Schedule 1.2(g) hereof, effective upon the Closing Date, Buyer grants to Seller a worldwide, non-exclusive, royalty-free, fully-paid and limited right and license, with no right of sublicense, to use Trade Rights that are associated with the Business only to the sole and limited extent that such Trade Rights are also necessary for the operation of such other currently-owned domains, as such domains may be further developed or enhanced by Seller from time to time. The license granted herein shall not be assignable or transferable in any manner, including by operation of law, except with the prior written consent of Buyer.
