License Grant to Licensor. (i) Subject to the terms and conditions of this Agreement, Licensee hereby grants to Licensor a perpetual, non-exclusive, cost-free license, with the right to sublicense in multiple tiers (subject to Section 2.9(ii)), to the Licensee Technology (a) to the extent necessary for Licensor perform its obligations under this Agreement; (b) to Exploit the Licensed Product in any country outside the Territory and in the Field and (c) to develop, manufacture, commercialize, exploit or otherwise use, in the Field anywhere in the world, products other than the Licensed Product that (i) are covered by a Valid Claim that is included in a Licensor Patent Right in existence as of the Effective Date in the form such Valid Claim exists as of the Effective Date, (ii) are primarily based on solid nanoparticle technology, and (iii) do not compete with the Licensed Product.
(ii) Each sublicense granted by Licensor will be pursuant to a written agreement that imposes on such sublicensee obligations that are at least as protective of the Licensee Technology as the relevant restrictions and limitations set forth in this Agreement, including provisions regarding exclusion from the license, development obligations (to the extent that the sublicense relates to the Licensed Product), regulatory activities (to the extent that the sublicense relates to the Licensed Product), commercialization (to the extent that the sublicense relates to the Licensed Product), confidentiality, sharing of Development Data (to the extent that the sublicense relates to the Licensed Product), and termination, including consequences of termination. If Licensor grants a sublicense to a Third Party as permitted by this Section 2.9(ii), then Licensor shall provide Licensee prompt written notice thereof. Licensor shall provide Licensee with an executed copy of any such sublicense agreement (redacted as Licensor may reasonably determine to protect confidential or commercially sensitive information; provided that Licensor may not redact any information that is necessary for Licensee to determine whether such sublicense meets the requirements of this Agreement). Except as otherwise agreed by the Parties in writing. Licensor shall be jointly and severally responsible with its sublicensees to Licensee for failure by its sublicensees to comply with this Agreement. - 18 - of - 75 -
License Grant to Licensor. To the extent that any Licensee Invention or any Joint Invention relates to the development, promotion, marketing, distribution, manufacturing or sale of the Licensed Product, Licensee hereby grants to Licensor, and Licensor hereby accepts, an exclusive, perpetual, transferable, sublicensable (through multiple tiers), royalty-bearing license under Licensee’s rights in such Licensee Invention or Joint Invention, as applicable, to research, develop, promote, market, distribute, manufacture, have manufactured, sell, offer for sale or import the Licensed Product outside the Territory and/or outside the Field. The foregoing license shall include a right of reference (transferable by Licensor to its Affiliates and sublicensees) to all regulatory filings made by Licensee in the Territory and all data from any clinical trials conducted by Licensee pursuant to this Agreement for the development, manufacture and commercialization of any Licensed Product outside the Territory and/or outside the Field. Licensee shall promptly disclose all Licensee Inventions and Joint Inventions in writing to Licensor. If Licensor desires to use any such Licensee Invention and/or Joint Invention for the development, manufacture and commercialization of the Licensed Products outside the Territory and/or outside the Field, Licensor shall notify Licensee in writing. Following Licensee’s receipt of such notice, the Parties shall negotiate in good faith and on a case-by-case basis the terms and conditions of such license, including commercially reasonable royalty rates; provided that such royalty shall in no event exceed 4% on relevant net sales. If the Parties are unable to agree on the terms and conditions for such license within ninety (90) days of commencemcent of negotiations, the matter shall be resolved in accordance with Section 13.8.
License Grant to Licensor. CableLabs hereby grants to Licensor and its Affiliates a nontransferable, worldwide, nonexclusive, royalty-free license under CableLabs's issued patents, pending patent applications and subsequently filed patent applications which are essential for compliance with the Specifications and a nontransferable, worldwide, nonexclusive, royalty-free sublicense under all patents and copyrights to which CableLabs may have or hereafter acquires the right to sublicense, through other Data Over Cable Service Interface Specifications License Agreements, which are essential for compliance with the Specifications to make, have made, use, offer to sell, sell and import products which conform to the Specifications. CableLabs hereby grants Licensor and its Affiliates a nontransferable, worldwide, nonexclusive, royalty-free license under its copyrights and licensed rights in copyrights in and to the printed documents comprising the Specifications to copy, reproduce and publish such printed documents and to incorporate portions of such printed documents in Licensor's own and its Affiliates' documentation related to compliance with the Specifications.
License Grant to Licensor. To the extent that any Licensee Invention or any Joint Invention relates to the development, promotion, marketing, distribution, manufacturing or sale of the Licensed Product, Licensee hereby grants to Licensor, and Licensor hereby accepts, an exclusive, perpetual, transferable, sublicensable (through multiple tiers) license under Licensee’s rights in such Licensee Invention or Joint Invention, as applicable, to research, develop, promote, market, distribute, manufacture, have manufactured, sell, offer for sale or import the Licensed Product outside the Territory and/or outside the Field. The foregoing license shall include a right of reference (transferable by Licensor to its Affiliates and sublicensees) to all regulatory filings made by Licensee in the Territory and all data from any clinical trials conducted by Licensee pursuant to this Agreement for the development, manufacture and commercialization of any Licensed Product outside the Territory and/or outside the Field. Licensee shall promptly disclose all Licensee Inventions and Joint Inventions in writing to Licensor. If Licensor desires to use any such Licensee Invention and/or Joint Invention for the development, manufacture and commercialization of the Licensed Products outside the Territory and/or outside the Field, Licensor shall notify Licensee in writing.
License Grant to Licensor. Subject to the terms and conditions of this Agreement, Novartis hereby grants to Licensor a non-exclusive, worldwide, fully paid-up sublicensable license under the Novartis Background Technology solely for the purpose of performing Licensor’s activities under the Research Plan during the applicable Research Term.
License Grant to Licensor. Subject to the terms and conditions of this Agreement, Licensee hereby grants to Licensor a non-exclusive, non-transferable, non-sublicensable (except to Third Party subcontractors appointed by Licensor in accordance with the Development Plan), royalty-free license, under the Licensee IP for use in the Territory solely to perform its obligations under the Development Plan.
License Grant to Licensor. Licensee hereby grants to Licensor, without any restrictions or limitations, a non-exclusive, perpetual, irrevocable, royalty-free, assignable and
License Grant to Licensor. (i) Upon termination of this Agreement, Licensee, on behalf of itself and its Affiliates hereby grants (effective on delivery of the notice of termination) to Licensor [***].
License Grant to Licensor. Subject to the terms of this Agreement, Licensee hereby grants Licensor an exclusive, worldwide, fully paid, royalty-free, sublicensable, perpetual and irrevocable license under Licensee Product IP to research, develop, make, have made, use, sell, offer for sale, have sold, import and otherwise commercialize Therapeutic Viruses outside the Field.
License Grant to Licensor. Lian hereby grants Licensor and its Affiliates a non-exclusive, sublicensable (through multiple tiers), royalty-free, fully paid up, perpetual, and irrevocable license under (a) any Product Inventions invented or otherwise developed or generated during the Term by or on behalf of Lian (including its Affiliates, or any of its or their employees, Sublicensees, independent contractors, or agents) and (b) Prior Product Inventions, in each case of (a) and (b), to Develop, Manufacture, and Commercialize and otherwise, make, have made, use, offer for sale, sell, have sold, and import the Compounds and Licensed Products in the Field outside the Territory.
