License Grant to Company. Subject to the terms and conditions of this Agreement, effective upon the Effective Date, Vertex will grant and hereby grants to Company and its Affiliates a non-exclusive license in the Territory, with no right to grant sublicenses except to permitted Subcontractors, under (a) any Know-How Controlled by Vertex or its Affiliates and actually provided to Company hereunder, and (b) any Patents Controlled by Vertex or its Affiliates necessary or useful to perform the Research Activities or Additional Research Activities, if applicable, or to Manufacture the Licensed Agents and Products, in each case ((a) and (b)), (y) during the Research Term, solely to perform any Research Activities allocated to Company under the Research Plan or any Additional Research Activities allocated to Company under an Additional Research Plan, if applicable, and (z) prior to the Manufacturing Transfer Date, solely to manufacture Licensed Agents and Products (i) expected to be used by each Party to complete the Research Activities allocated to it under such Research Plan and for Company to complete Additional Research Activities allocated to Company under an Additional Research Plan, if applicable, and (ii) to perform other Research and Development activities as expressly contemplated under this Agreement or the Supply Agreement, if applicable or agreed by the Parties.
License Grant to Company. Novavax hereby grants to Company an exclusive, fully paid-up, royalty-free (except as expressly set forth in Section 2.7), non-transferable, right and license under the Licensed Rights during the term of this Agreement to (a) research, develop, use, sell, have sold, offer to sell and import Licensed Products in the Territory, and (b) make (and have made solely by Cadila Pharmaceuticals Ltd., a Company incorporated under the laws of India (“Cadila”) or an Affiliate of Cadila, subject to Novavax’s approval described below) Licensed Products in the Territory solely to develop, use, sell, have sold, offer to sell and import Licensed Products in the Territory. The foregoing license shall be exclusive for Licensed Products in the Territory, even as to Novavax, provided that Novavax retains the right to perform its obligations under this Agreement, the Technical Services Agreement and any other agreement between Company and Novavax. Novavax shall be reasonable in granting or withholding its approval to permit Cadila or an Affiliate of Cadila to make Licensed Products in the Territory. Novavax’s approval shall be subject to its consideration of, among other things, any documentation or agreement surrounding such manufacturing of the Licensed Product (which, in any case, shall be solely for the benefit of the Company), the safeguards in place with regard to any such manufacturing, the protection of the Licensed Rights, and Novavax’s ability to conduct reasonable due diligence on any Affiliate of Cadila. In no event does the license grant to the Company under this Section 2.1 permit the Company to have Licensed Products made by a Third Party other than Cadila or an Affiliate of Cadila, subject to the approval described above.
License Grant to Company. The License and all other rights granted by Asana to Company under the Licensed IP pursuant to this Agreement and all sublicenses granted by Company under the License shall terminate.
License Grant to Company. Subject to all of the terms and conditions of this Agreement, Yahoo hereby grants to the Company during the Term:
(a) a non-exclusive (except as provided in Section 2.7) right and license to use, reproduce, display, perform, and transmit, the Yahoo Service Look and Feel, Yahoo Directory and Yahoo Directory Search Engine solely in on-line form solely in connection with Yahoo! Korea, and in the manner described in this Agreement;
(b) a non-exclusive right and license to use and reproduce, and to display, perform, and transmit on-line the Yahoo Brand Features in the Territory, in tangible and on-line form, solely in connection with Yahoo Korea and the advertising, marketing and promotion of Yahoo! Korea in the Territory, provided, however, that the license granted under this subsection 2.1(b) shall not include any right or license with respect to or relating to the sale of any product or service other than Yahoo! Korea without Yahoo's consent;
(c) a non-exclusive right and license to use and reproduce the Yahoo Tools, solely for the Company's internal purposes, as necessary to establish and operate Yahoo! Korea; and
(d) subject to the terms and limitations set forth in Section 2.2 of this Agreement, a non-exclusive right to make, reproduce, and use the Enhancements, solely for use, incorporation, or integration with or into Yahoo! Korea, and solely as necessary for the advertising, marketing and promotion of Yahoo! Korea; provided, however, that (i) the license granted to the Company under this Section 2.1 shall not include any content or technology, except as determined by Yahoo in its sole discretion, without any obligation to do so, and (ii) the Company Users' right to access and use the Yahoo Properties shall be subject to such customary limitations and restrictions on use and reproduction as Yahoo may impose with respect to the Yahoo Properties. If Yahoo, in its sole discretion, decided to sublicense any Third Party content or technology to the Company (and the Company accepts such sublicense) and such sublicense requires the payment of royalties or other fees to a Third Party, the Company agrees to pay all such necessary royalties and/or fees payable to such Third Party in connection with such sublicense. No rights or licenses are granted by Yahoo to the Company except for those expressly granted in this Section 2.1.
License Grant to Company. Novavax hereby grants to Company an exclusive, fully paid-up, royalty-free (except as expressly set forth in Section 2.7), non-transferable, right and license under the Licensed Rights during the term of this Agreement to (a) research, develop, use, sell, have sold, offer to sell and import Licensed Products in the Territory, and (b) make (and have made solely by Cadila or an Affiliate of Cadila, subject to Novavax’s approval described below) Licensed Products in the Territory solely to develop, use, sell, have sold, offer to sell and import Licensed Products in the Territory. The foregoing license shall be exclusive for Licensed Products in the Territory, even as to Novavax, provided that Novavax retains the right to perform its obligations under this Agreement, the Technical Services Agreement and any other agreement between Company and Novavax. Novavax shall be reasonable in granting or withholding its approval to permit Cadila or an Affiliate of Cadila to make Licensed Products in the Territory. Novavax’s approval shall be subject to its consideration of, among other things, any documentation or agreement surrounding such manufacturing of the Licensed Product (which, in any case, shall be solely for the benefit of the Company), the safeguards in place with regard to any such manufacturing, the protection of the Licensed Rights, and Novavax’s ability to conduct reasonable due diligence on any Affiliate of Cadila. In no event does the license grant to the Company under this Section 2.1 permit the Company to have Licensed Products made by a Third Party.
License Grant to Company. Subject to the terms and conditions set forth herein (including Article 6), Flagship hereby grants to Company an exclusive, royalty-bearing, sublicensable (subject to the provisions of Section 2.3), transferable (subject to the provisions of Section 14.5) license under the Foundational IP to Exploit Licensed Products in the Licensed Field, during the Term and throughout the Territory.
License Grant to Company. Subject to the terms and conditions of this Agreement, on a Collaboration Target-by-Collaboration Target or Vertex Target-by-Vertex Target basis, Vertex hereby grants to Company and its Affiliates a non-exclusive, fully paid-up, non- transferable (except as provided in Section 13.1), royalty-free license in the Territory, with no right to grant sublicenses except to Subcontractors engaged in accordance with Section 2.9, under the Vertex Technology, solely to perform: (a) any Research Activities for each Collaboration Program, (b) any Follow-On Research and (c) any other obligations of Company expressly set forth in this Agreement or mutually agreed in writing by the Parties.
License Grant to Company. Upon the formation of the Company, NutraCea shall grant to the Company an exclusive license, solely in and as to the Dominican Republic and Haiti, to manufacture, if applicable, and/or package and distribute the Products. The Company shall have the right to sublicense certain of the rights granted hereunder to FTCD, as necessary to allow FTCD solely to assist the Company in the performance of its duties hereunder. The parties intend to create one or more private label brand names for the Products, which shall be owned by the Company. With the exception of these private label trade names all rights not specifically granted hereunder shall remain the property of NutraCea, and neither the Company nor FTCD shall have a license therein except as specifically granted herein.
License Grant to Company. Subject to the terms and conditions of this Agreement, during the Term, Amgen hereby grants to Company a non-exclusive, worldwide, royalty-free license, with the right to grant sublicenses as provided in Section 5.4, under the Amgen Technology and Amgen’s rights under the Joint Invention Patents, to perform Company’s obligations under the Development Plan during the Company Development Period.
License Grant to Company. (a) Provider hereby grants to the Licensed Company Entities a nonexclusive, royalty-free, worldwide license to Use the Provider Intellectual Property as necessary for the Licensed Company Entities to Use or receive the Services and Deliverables from Provider ( and to sublicense to agents of the Licensed Company Entities to Use such Provider Intellectual Property) during the MSA Term and any Termination Assistance Period(s).
(b) Subject to Section 14.2(a) (with respect to Provider Term Software) Provider hereby grants to the Licensed Company Entities a perpetual, unlimited, irrevocable, nonexclusive, worldwide, royalty-free, fully paid-up, transferable license to Use (and to sublicense to agents of the Licensed Company Entities to Use) any Provider Intellectual Property that (i) is embedded in or integrated with Company Intellectual Property and the business (including business processes) of the Licensed Company Entities or Company Intellectual Property; or (ii) is embedded in or integrated with or otherwise necessary for the Use or maintenance of the Company New Intellectual Property (including the Deliverables) (including any modifications, enhancements, adaptations or derivative works thereof, and any portion of the foregoing).
