Common use of License Back to Seller under Patents Clause in Contracts

License Back to Seller under Patents. Upon the Closing, Purchaser hereby grants to Seller, under the Patents, and for the lives thereof, a royalty-free, non-exclusive, perpetual, non-sublicensable, right and license (“Seller License”) to practice the methods and to make, have made, use, distribute, lease, sell, offer for sale, import, export, develop and otherwise dispose of and exploit any Seller processes and products covered by the Patents (“Covered Products”). The Seller License shall apply to the reproduction and subsequent distribution of Covered Products under Seller’s trademarks and brands, in substantially identical form (including incremental modifications thereof) as they are distributed by Seller, by authorized agents of Seller such as a distributor, replicator, VAR or OEM. Seller acknowledges and agrees that the Seller License is not intended to cover foundry or contract manufacturing activities that Seller may undertake on behalf of any person that is not Seller. As a result, Covered Products shall exclude any products or services manufactured, produced or provided by Seller on behalf of any person that is not Seller (a) from designs received in substantially completed form from a source other than Seller and (b) for resale to such person that is not Seller (or to customers of, or as directed by, any person that is not Seller) on essentially an exclusive basis. The Seller License is nontransferable (by operation of law or otherwise) except as set forth in paragraph 4.5.

License Back to Seller under Patents. Upon the Closing, Purchaser hereby grants to Seller, under the Patents, and for the lives thereof, a royalty-free, non-exclusive, perpetual, non-sublicensable, right and license (“Seller License”) to practice the methods and to make, have made, use, distribute, lease, sell, offer for sale, import, export, develop and otherwise dispose of and exploit any Seller processes and products covered by the Patents (“Covered Products”). The Seller License shall apply to the reproduction and subsequent distribution of Covered Products under Seller’s trademarks and brands, in substantially identical form (including incremental modifications thereof) as they are distributed by the Seller, by authorized agents of the Seller such as a distributor, replicator, VAR or OEM. The Seller acknowledges and agrees that the Seller License is not intended to cover foundry or contract manufacturing activities that the Seller may undertake on behalf of any person that is not the Seller. As a result, Covered Products shall exclude any products or services manufactured, produced or provided by the Seller on behalf of any person that is not the Seller (a) from designs received in substantially completed form from a source other than the Seller and (b) for resale to such person that is not the Seller (or to customers of, or as directed by, any person that is not the Seller) on essentially an exclusive basis. The Seller License is nontransferable (by operation of law or otherwise) except as set forth in paragraph 4.5.

License Back to Seller under Patents. Upon the Closing, Purchaser hereby grants to Seller, under the Patents, and for the lives thereof, a royalty-free, non-exclusive, perpetual, non-sublicensable, right and license (“"Seller License”") to practice the methods and to make, have made, use, distribute, lease, sell, offer for sale, import, export, develop and otherwise dispose of and exploit any Seller processes and products covered by the Patents (“Covered Products”). The Seller License shall apply to the reproduction and subsequent distribution of Covered Products under Seller’s 's trademarks and brands, in substantially identical form (including incremental modifications thereof) [***] as they are distributed by Seller, by authorized agents of Seller such as a distributor, replicator, VAR or OEM. Seller acknowledges and agrees that the Seller License is not intended to cover foundry or contract manufacturing activities that Seller may undertake on behalf of any person that is not Seller. As a result, Covered Products shall exclude any products or services manufactured, produced or provided by Seller on behalf of any person that is not Seller (a) from designs received in substantially completed form from a source other than Seller and (b) for resale to such person that is not Seller (or to customers of, or as directed by, any person that is not Seller) on essentially an exclusive basis. The Seller License is nontransferable (by operation of law or otherwise) except as set forth in paragraph 4.5. [***] Confidential material redacted and filed separately with the Commission.

License Back to Seller under Patents. Upon the Closing, Purchaser hereby grants to Seller and to Seller’s parent company, InfoLogix, Inc. (“Parent”), under the Patents, and for the lives thereof, a royalty-free, non-exclusive, perpetual, non-sublicensable, non-transferable right and license (“Seller License”) to practice the methods and to make, have made, use, distribute, lease, sell, offer for sale, import, export, develop and otherwise dispose of and exploit any Seller processes and products covered by the Patents (“Covered Products”). The Seller License shall apply to the reproduction production and subsequent distribution of Covered Products under Seller’s or Parent’s trademarks and brands, brands and in substantially identical similar form (including incremental modifications thereof) as they are distributed by Sellerthe Seller or Parent, by their authorized agents of Seller such as a distributor, replicator, VAR or OEM. Seller acknowledges and agrees that the The Seller License is shall not intended to cover foundry or contract manufacturing activities that Seller may undertake on behalf of any person that is not SellerSeller or Parent. As a result, Covered Products shall exclude any products or services manufactured, produced or provided by Seller or Parent on behalf of any person that is not Seller or Parent (a) from designs received in substantially completed form from a source other than Seller or Parent and (b) for resale to such person that is not Seller or Parent (or to customers of, or as directed by, any person that is not Sellereither Seller or Parent) on essentially an exclusive basis. The Seller License is nontransferable (by operation of law or otherwise) except as set forth in paragraph 4.5), and any attempted transfer will be void.

License Back to Seller under Patents. Upon the Closing, Purchaser hereby grants to Seller, under the Patents, and for the lives thereof, a royalty-free, non-exclusive, perpetual, non-sublicensable, irrevocable (except in the event of any breach by Seller of paragraphs 5.1, 5.3, Exhibit F, and/or any of the Primary Warranties and/or, with respect to 4.4B and 4.5B, any breach by Seller, a Permitted Transferee or a Second Permitted Transferee), non-transferable (except as set forth in 4.5B of this Exhibit G below) right and license (“Seller License”) to practice the methods and to make, have made, use, distribute, lease, sell, offer for sale, import, export, develop and otherwise dispose of and exploit any Seller processes and products covered by the Patents (“Covered Products”). The Seller License shall apply to the reproduction and subsequent distribution of Covered Products under Seller’s trademarks and brands, in substantially identical form (including incremental modifications thereof) as they are distributed by the Seller, by authorized agents of the Seller such as a distributor, replicator, VAR or OEM. The Seller acknowledges and agrees that the Seller License is not intended to cover foundry or contract manufacturing activities that the Seller may undertake on behalf of any person that is not the Seller. As a result, Covered Products shall exclude any products or services manufactured, produced or provided by the Seller on behalf of any person that is not the Seller (a) from designs received in substantially completed form from a source other than the Seller and (b) for resale to such person that is not the Seller (or to customers of, or as directed by, any person that is not the Seller) on essentially an exclusive basis. The Seller License is nontransferable (by operation of law or otherwise) except as set forth provided for in paragraph 4.5.4.5B.