License Back to Seller under Patents. Upon the Closing, Purchaser grants to Seller, its Affiliates and customers of Seller and Seller’s Affiliates (but with respect to such customers, only in their capacity as such), a royalty-free, fully paid up, non-exclusive, non-sublicensable, irrevocable, non-transferable (other than to the extent set forth herein) right and license under the Patents, and for the lives thereof ("Seller License") to practice the methods under and to make, have made, use, distribute, lease, sell, offer for sale, import, export, develop and otherwise dispose of and exploit any products and services designed, made, sold, offered for sale, imported or distributed by or on behalf of Seller and/or its Affiliates covered by the Patents (the “Covered Products”). The Seller License shall apply to the reproduction and subsequent distribution of Covered Products under Seller's or any of its Affiliates' trademarks and brands, in substantially identical form as they are distributed by Seller and any of its Affiliates, by authorized agents of Seller and its Affiliates such as a distributor, replicator, value added reseller or OEM. The Seller License, as to any Affiliate of Seller, will terminate as to such Affiliate if and when such Affiliate ceases to meet the requirements of being an Affiliate of Seller, except as provided in Section 8.2. The Seller License does not allow the Seller (which will include each of its Affiliates) to become a foundry for any third person or otherwise act with the intent to provide any person the benefit of its rights under the Seller License. The Seller License will terminate for an entity that has or receives the Seller License (e.g., Seller, a Seller Affiliate, a customer, a Permitted Transferee, etc.) if and at such time as such entity asserts any claim related to the Assigned Patent Rights (except in response to an assertion of the Patent), including, but not limited to a declaratory judgment, against Purchaser or its Affiliates, or if and at such time as such entity violates a material term of the Seller License. Termination of the Seller License for said entity shall not cause termination of the Seller License for any other entities (Seller, Seller Affiliates, customer, Permitted Transferee).
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Samples: Patent Purchase Agreement (Marathon Patent Group, Inc.), Patent Purchase Agreement (Marathon Patent Group, Inc.)
License Back to Seller under Patents. Upon the Closing, Purchaser hereby grants to Seller, its Affiliates and customers of Seller and Seller’s Affiliates its wholly-owned subsidiary Billx, Inc., a Delaware corporation (but with respect to such customers“Billx”), only in their capacity as such)under the Patents, and for the lives thereof, a royalty-free, fully paid up, non-exclusive, non-sublicensable, irrevocable, non-transferable (other than to the extent set forth herein) right and license under the Patents, and for the lives thereof ("Seller License") to practice the methods under and to make, have made, use, distribute, lease, sell, offer for sale, import, export, develop and otherwise dispose of and exploit any of Seller's or Billx's respective products and services designed, made, sold, offered for sale, imported or distributed by or on behalf of Seller and/or its Affiliates covered by the Patents (the “Covered Products”). The Seller License shall apply to the reproduction and subsequent distribution of Covered Products under Seller's or any of its Affiliates' Billx's respective trademarks and brands, in substantially identical form as they are distributed by the Seller and any of its Affiliatesor Billx (as applicable), by authorized agents of the Seller and its Affiliates or Billx such as a distributor, replicator, value added reseller VAR or OEM. The Seller Licenseacknowledges and agrees that the Seller License is not intended to cover foundry or contract manufacturing activities that the Seller or Billx may undertake on behalf of any person that is not the Seller or Billx. As a result, as to Covered Products shall exclude any Affiliate products or services manufactured, produced or provided by the Seller or Billx on behalf of Seller, will terminate as any person that is not the Seller or Billx (a) from designs received in substantially completed form from a source other than the Seller or Billx and (b) for resale to such Affiliate if and when such Affiliate ceases person that is not the Seller or Billx (or to meet customers of, or as directed by, any person that is not the requirements of being Seller or Billx) on essentially an Affiliate of Seller, except as provided in Section 8.2exclusive basis. The Seller License does not allow the Seller is nontransferable (which will include each by operation of its Affiliateslaw or otherwise) to become a foundry for any third person or otherwise act with the intent to provide any person the benefit of its rights under the Seller License. The Seller License will terminate for an entity that has or receives the Seller License (e.g., Seller, a Seller Affiliate, a customer, a Permitted Transferee, etcexcept as set forth in paragraph 4.5.) if and at such time as such entity asserts any claim related to the Assigned Patent Rights (except in response to an assertion of the Patent), including, but not limited to a declaratory judgment, against Purchaser or its Affiliates, or if and at such time as such entity violates a material term of the Seller License. Termination of the Seller License for said entity shall not cause termination of the Seller License for any other entities (Seller, Seller Affiliates, customer, Permitted Transferee).
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Samples: Patent Purchase Agreement (Payment Data Systems Inc)
License Back to Seller under Patents. Upon the Closing, Purchaser hereby grants to Seller, its Affiliates under the Patents, and customers of Seller and Seller’s Affiliates (but with respect to such customers, only in their capacity as such)for the lives thereof, a royalty-free, fully paid up, non-exclusive, non-sublicensable, irrevocable, non-transferable (other than to the extent set forth hereinexcept as provided below) right and license under the Patents, and for the lives thereof ("Seller License") to practice the methods under and to make, have made, use, distribute, lease, sell, offer for sale, import, export, develop and otherwise dispose of and exploit any products and services designed, made, sold, offered for sale, imported or distributed by or on behalf of Seller and/or its Affiliates Products covered by the Patents (the “Covered Products”)Assigned Patent Rights. The Seller License shall apply to the reproduction and subsequent distribution of Covered Seller Products under Seller's or any of its Affiliates' trademarks and brands, in substantially identical form as they are distributed by Seller and any of its Affiliatesthe Seller, by authorized agents of Seller and its Affiliates the Seller, such as a distributor, replicator, value added reseller distributor or OEM. The Seller LicenseIn addition, as to any Affiliate of Seller, will terminate as to such Affiliate if and when such Affiliate ceases to meet the requirements of being an Affiliate of Seller, except as provided in Section 8.2. The Seller License does shall extend to the use or employment of Seller Products purchased from Seller by Seller’s customers, provided, however, that (i) only Seller Products are licensed, and (ii) the use or sale of that portion of a product or service by Seller’s customers that is not allow the a Seller (which will include each of its Affiliates) to become a foundry for any third person or otherwise act with the intent to provide any person the benefit of its rights under the Product shall not be licensed. Seller License. The Seller License will terminate for an entity acknowledges and agrees that has or receives 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, Seller Products shall exclude any products or services manufactured, produced or provided by Seller on behalf of any person that is not Seller (e.g., Seller, a) from designs received in substantially completed form from a source other than Seller Affiliate, a customer, a Permitted Transferee, etc.and (b) if and at for resale to such time as such entity asserts any claim related person that is not Seller (or to the Assigned Patent Rights (except in response to an assertion of the Patent), including, but not limited to a declaratory judgment, against Purchaser or its Affiliatescustomers of, or if and at such time as such entity violates a material term of directed by, any person that is not Seller) on essentially an exclusive basis. To the extent that Seller License. Termination of is subsequently acquired or merged with another entity, the Seller License for said and restrictions in this paragraph, will apply to the merged or acquiring entity only with respect to Seller Products that Seller was selling at the time of the merger/acquisition and any natural evolutions of those products, and shall be limited to the number of Seller Products and any natural evolutions of those products, and the scale of Seller’s activity in Seller Products and any natural evolutions of those products, at the time of the merger/acquisition, and provided that the sale or use of that portion of any natural evolutions of those products that is not a Seller Product shall not cause termination be licensed and that such entity is either (i) the purchaser of all or substantially all of the operating assets related to Seller’s DSL test and diagnostic business, or (ii) the successor of Seller License for any other entities (in connection with a merger involving the sale of all, or substantially all, of the outstanding capital stock of Seller, Seller Affiliates, customer, Permitted Transferee).
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