Common use of License Grant Clause in Contracts

License Grant. Subject to the terms and conditions of this Agreement, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and use: (i) any Chemours Non-Exclusive Make & Sell Products, which license to make and have made (and to import and export in conjunction therewith) shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive.

Appears in 3 contracts

Samples: Intellectual Property Cross License Agreement, Intellectual Property Cross License Agreement (Chemours Co), Intellectual Property Cross License Agreement (Chemours Company, LLC)

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License Grant. Subject (a) As of the Closing Date and subject to the terms and conditions of this Agreement, acting on behalf of itself Purchaser hereby grants to Hynix and its AffiliatesSubsidiaries a perpetual, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocableworldwide, paid-up, royalty-free, fully paidnon-upexclusive, sublicenseable non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal license under and to the extent permitted in Section 2.2(c)), worldwide license in, Purchaser Licensed Intellectual Property to and under the CHEMOURS FC Licensed Patents (i) with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Purchaser Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to Intellectual Property which are Product Patents, design, develop, manufacture, have manufactured, make, have made, use, lease, offer for sale, sell, export and import, export and use: (i) package, modify or otherwise dispose of any Chemours Non-Exclusive Make & Sell Products, which license to make and have made (and to import and export in conjunction therewith) shall be non-exclusive, and which (subject to Sections 2.2(a)(iisemiconductor product(s), (iiiii) copy, have copied, use or have used any other manufacturing technology included in the Purchaser Licensed Intellectual Property to design, develop, manufacture, have manufactured, make or have made, package or modify any semiconductor product(s), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (iiiii) with respect to each Chemours ProductPurchaser Licensed Intellectual Property which are not Product Patents or other manufacturing technology; to copy and use such Purchaser Licensed Intellectual Property, anything described on Schedule A and to create derivative works thereof and copy and use such derivative works, in the corresponding column labelled “Excluded Products conduct of its business. For the avoidance of doubt, and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that notwithstanding the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between provision to the applicable Parties specifically referencing contrary, Hynix shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Purchaser Licensed Intellectual Property. (b) Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to allow Hynix and/or any Hynix Subsidiary(ies) to directly or indirectly, take any action that would violate the covenant not to compete in Section 6.4 of the Business Transfer Agreement. (c) Purchaser agrees that its and its Subsidiaries’ rights to the Purchaser ‘022 Patents’ will be subject to all licenses Hynix has granted to third parties which were in effect as of June 12, 2004. In addition, in connection with claims against Hynix with respect to the infringement, violation or misappropriation of and/or interference with the intellectual property rights of a third party, Hynix shall have the right to sub-license to such third party its rights with respect to the Purchaser ‘022 Patents’ under this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive.

Appears in 3 contracts

Samples: Intellectual Property License Agreement (Magnachip Semiconductor LLC), Intellectual Property License Agreement (Magnachip Semiconductor LLC), Intellectual Property License Agreement (MagnaChip Semiconductor LTD (United Kingdom))

License Grant. Subject A. SUPPLIER grants LUCENT, subject to the terms and conditions set forth herein, including but not limited to the payment terms set forth in Exhibit B, a non-exclusive, perpetual, worldwide right and license to use, demonstrate, market, Sublicense, and distribute copies of PRODUCT supplied to LUCENT by SUPPLIER in Object Code form. SUPPLIER also grants to LUCENT a non-exclusive, perpetual, royalty-free license to (i) use and reproduce the PRODUCT for purposes of evaluation and acceptance; (ii) reproduce Demonstration Copies of each PRODUCT supplied to LUCENT by SUPPLIER Proprietary to Lucent Technologies Inc./Nabnasset Corporation solely for the purpose of marketing and promoting the PRODUCT and training customers in its use; (iii) reproduce and distribute copies of Documentation for use by LUCENT personnel in its activities pursuant to this Agreement and for use by Subdistributors and End Users; and (iv) reproduce and distribute copies and Documentation in furtherance of this Agreement, acting on behalf of itself . Any and its Affiliates, each of CHEMOURS FC (with respect all rights and licenses granted to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license in, to and LUCENT under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and use: (i) any Chemours Non-Exclusive Make & Sell Products, which license to make and have made (and to import and export in conjunction therewith) this Agreement shall be non-exclusive, transferrable except that (a) LUCENT may transfer all or part of said rights and which (subject licenses at any time to Sections 2.2(a)(ii), (iii), (iv) any AFFILIATE; and (vi)b) LUCENT may transfer all or part of said rights and licenses to a third party with the prior written consent of SUPPLIER, which consent shall not be unreasonably withheld. LUCENT shall also have the right to appoint any AFFILIATE or any third party as a Subdistributor either in the United States or in any countries internationally in which the PRODUCT is Sublicensed. Such Subdistributor(s) shall have the right and license to offer for sale, sell and use (and Sublicense the PRODUCT to import and export in conjunction therewith) further Subdistributors or to End-Users. LUCENT shall be non-exclusive outside responsible to SUPPLIER for the acts of its Subdistributors that are in violation of this Agreement. B. In no event shall LUCENT reverse compile or disassemble Object Code versions of the Chemours Exclusive Make & Sell End-Uses;PRODUCT or otherwise create, or attempt to create or permit, allow or assist others to create source code versions of the PRODUCT (ii) with respect C. The license grants to each Chemours Product, anything described on Schedule A LUCENT in the corresponding column labelled “Excluded Products and Fields”, which license this Agreement shall be exclusive; (iii) extend to any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusiveAFFILIATE.

Appears in 3 contracts

Samples: Software Distribution Agreement (Quintus Corp), Software Distribution Agreement (Quintus Corp), Software Distribution Agreement (Quintus Corp)

License Grant. Subject For good and valuable consideration, including, without limitation, the consideration paid by LICENSEE to HONEYWELL pursuant to the APA, and subject to LICENSEE’S compliance with the terms and conditions of this AgreementAGREEMENT, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) HONEYWELL hereby grants DuPont an irrevocableto LICENSEE, royaltyand LICENSEE hereby accepts, the following: (a) a non-free, fully paidtransferable and non-up, sublicenseable assignable (to the extent permitted except as provided in Section 2.2(c)14.5), worldwide license inexclusive license, without the right to and under sublicense, within the CHEMOURS FC Licensed Patents TERRITORY (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliatesi) to make, use the TECHNOLOGY to have made, offer for salemanufactured, sell, importhave sold, export and use: (i) any Chemours Non-Exclusive Make & Sell Products, which license to make and have made (and to import and export in conjunction therewith) shall be non-exclusivedistribute the EXCLUSIVE LICENSED PRODUCTS, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Productuse, anything described on Schedule A in reproduce, copy, prepare derivative works and otherwise revise and modify the corresponding column labelled “Excluded Products TECHNOLOGY to generate IMPROVEMENTS solely for the manufacture and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that support of the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage FieldEXCLUSIVE LICENSED PRODUCTS, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under provisions of Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive3.4; and (vib) anything a non-transferable and non-assignable (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under except as provided in Section 2.1(a14.5), which exclusive license shall be (subject to the PRE-EXISTING AGREEMENTS), without the right to sublicense, within the TERRITORY (i) to use the TECHNOLOGY to have manufactured, sell, have sold, import and distribute the EXISTING NON-EXCLUSIVE LICENSED PRODUCTS; and (ii) use, reproduce, copy, prepare derivative works and otherwise revise and modify the TECHNOLOGY to generate IMPROVEMENTS solely for the manufacture and support of the EXISTING NON-EXCLUSIVE LICENSED PRODUCTS, subject to the provisions of Section 3.4. For the avoidance of doubt, the foregoing license is exclusive, subject only to the PRE-EXISTING AGREEMENTS and accordingly, HONEYWELL agrees not to (A) grant any new licenses to use the TECHNOLOGY in connection with the EXISTING NON-EXCLUSIVE LICENSED PRODUCTS to any PERSON, and (B) during the HONEYWELL EXCLUSIVE PERIOD, use the TECHNOLOGY itself in connection with the EXISTING NON-EXCLUSIVE LICENSED PRODUCTS. HONEYWELL further agrees not to grant any renewal of, extend the term of or expand any of the rights granted in, the PRE-EXISTING AGREEMENTS, unless otherwise requested by LICENSEE; and (c) a non-transferable and non-assignable (except as provided in Section 14.5), non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under license, without the right to sublicense, within the TERRITORY to access the data and specifications described on EXHIBIT A (which data and specifications are included in the TECHNOLOGY for purposes of this AGREEMENT) for the sole purpose of exercising LICENSEE’S right set forth in Section 2.1(a2.1(a)(i) and otherwise exclusive(b)(i) above provided that LICENSEE complies and continues to comply at all times during the TERM with HONEYWELL’S requirements, procedures and certifications reasonably required by HONEYWELL for access to such TECHNOLOGY. The PARTIES agree to work together in good faith to promptly establish the foregoing access rights for LICENSEE. Nothing in this AGREEMENT shall prohibit or limit HONEYWELL’S ability to update or modify (including substituting alternate applications) the applications set forth on EXHIBIT A, Part II, provided that any such update or modification shall still allow LICENSEE to access the data and specifications included in the TECHNOLOGY licensed to LICENSEE hereunder. LICENSEE will be responsible, at its sole cost and expense, for obtaining and maintaining any third party hardware or software that is necessary to access such data and specifications.

Appears in 3 contracts

Samples: License Agreement, License Agreement (KLX Inc.), License Agreement (Be Aerospace Inc)

License Grant. Subject to the terms and conditions of this Agreement, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) Jazz Pharmaceuticals hereby grants DuPont UCB an irrevocableexclusive nontransferable, royalty-freebearing right and license (with the right of sublicense, fully paid-upas specifically set forth herein), sublicenseable (to use the NDA, Know [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKET BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. How, Trademarks, Patent Rights and all Improvements and Proprietary Information of Jazz Pharmaceuticals related thereto or to the extent permitted Product together with the goodwill associated therewith (the “Licensed Intellectual Property”) during the Term, solely in Section 2.2(c)), worldwide license inthe Territory, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to develop, make, have made, offer for salepackage, label, promote, market, sell, importhave sold, export and use: supply, distribute or otherwise commercialize Products in the Licensed Indications, or subject to Section 6.8 any other Indications on a Named Patient Basis, including without limitation (i) any Chemours Non-Exclusive Make & Sell Products, which license to make preparing applications for Marketing Authorizations and have made (obtaining and to import maintaining Registrations for the Product in the Territory; and export in conjunction therewith) shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect exercising its other rights under this Agreement including those provided in Articles X and XI hereof and making or having made API and/or Product but only as provided in Section 2.1. Subject to each Chemours ProductSection 2.3 and except as set forth in Section 6.8, anything described on Schedule A no license is granted to UCB hereunder for any rights to market the Product for Indications other than the Licensed Indications. Except as provided in Section 14.6, the corresponding column labelled “Excluded Products license set forth above shall terminate automatically upon termination of this Agreement. Subject only to the foregoing express license grant and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, its other rights as herein provided, however, that the foregoing UCB shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing have and shall not restrict CHEMOURS FC assert any claim, right, title or CHEMOURS TT (interest in or their respective permitted Chemours Sublicensees) from engaging in to the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusiveLicensed Intellectual Property.

Appears in 2 contracts

Samples: License and Distribution Agreement (Jazz Pharmaceuticals Inc), License and Distribution Agreement (Jazz Pharmaceuticals Inc)

License Grant. Subject a. AzTE hereby grants to the Company, upon and subject to all the terms and conditions of this Agreement, acting on behalf of itself and its Affiliates, each of CHEMOURS FC Agreement (with respect to the CHEMOURS FC Licensed Patentsincluding Section 3 hereof): (i) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c))exclusive, worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, use, have used, sell, have sold, offer to sell, have offered for sale, sell, import, have imported, export or have exported Products in the Field and use:throughout the Territory. b. AzTE hereby grants to Company the right to grant sublicenses through multiple tiers of not greater scope than granted herein, provided that: (i) the Sublicensee agrees to abide by and be subject to all the relevant terms and provisions of this Agreement applicable to the Sublicensee; (ii) in the event any Sublicensee (or any corporation, entity or person acting on its behalf) initiates any proceeding or otherwise asserts any claim challenging the validity or enforceability of any Patent in any court, administrative agency or other forum, Company shall, upon written request by AzTE, terminate forthwith the sublicense agreement with such Sublicensee, and the sublicense agreement shall provide for such right of termination by Company; (iii) Company remains fully liable for the performance of its and its Sublicensee’s obligations hereunder; (iv) Company notifies AzTE of any grant of a sublicense and provides to AzTE, upon request, a copy of any sublicense agreement and English translation, if necessary, promptly after execution thereof; provided that Company may redact any confidential, financial or sensitive information of Company or the Sublicensee included within the proposed sublicense agreement to remove provisions which are not necessary to monitor compliance with this Section 2(b); and (v) no such sublicense agreement shall relieve Company of its obligations under Section 6 hereof, nor relieve Company of its obligations to pay AzTE any and all license fees, royalties and other payments due under the Agreement, including but not limited to under Sections 4, 5 and 11 of this Agreement. Further, each sublicense agreement must comply with all applicable laws and governmental regulations. The terms of any such sublicense agreement shall be confidential information of Company. In connection therewith, AzTE shall keep all such copies of the sublicense agreement in its confidential files, shall not disclose the terms of any such sublicense agreement to any third party, and shall use such sublicense agreement solely for the purpose of monitoring Company’s and such Sublicensee’s compliance with their respective obligations under this Agreement and enforcing AzTE’s rights under this Agreement. c. All rights and licenses granted by AzTE to Company under this Agreement are subject to (i) any Chemours Non-Exclusive Make & Sell Productslimitations imposed by the terms of any government grant, which license government contract or government cooperative agreement applicable to make and have made (and to import and export in conjunction therewith) shall be non-exclusivethe technology that is the subject of this Agreement, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect applicable requirements of 35 U.S.C. Sections 200 et seq., as amended, and implementing regulations and policies. Without limitation of the foregoing, Company agrees that, to each Chemours Productthe extent required under 35 U.S.C. Section 204, anything described on Schedule A any Product used or sold by Company, Sublicensees and their Affiliates in the corresponding column labelled “Excluded Products and Fields”, which license shall United States will be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging manufactured substantially in the Permitted VF Activities; (iv) any PV ProductsUnited States. In addition, which license shall be exclusiveCompany agrees that, provided, however, that to the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT extent required under 35 U.S.C. Section 2.1(a202(c)(4), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT the United States government is granted nona nonexclusive, nontransferable, irrevocable, paid-exclusive up license to practice or have practiced for or on behalf of the United States any Patent throughout the world. d. For the sake of clarity, nothing in this Agreement shall involve the provision of any services by ASU or AzTE. e. All rights not specifically granted herein are reserved to AzTE. Except as expressly provided under this Section 2.1(a) and otherwise exclusive; and (vi) anything (including products2, End-Uses no right or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non(expressly or by implication or estoppel) by AzTE to Company or its Affiliates or Sublicensees under any tangible or intellectual property, materials, patent, patent application, trademark, copyright, trade secret, know-exclusive rights under Section 2.1(a) and otherwise exclusivehow, technical information, data or other proprietary right.

Appears in 2 contracts

Samples: Exclusive License Agreement (Finch Therapeutics Group, Inc.), Exclusive License Agreement (Finch Therapeutics Group, Inc.)

License Grant. Subject to the terms and conditions of this Agreement and Order Sheet, Panasonic grants Company under copyrights owned, controlled or licensable by Panasonic, during the term of this Agreement, acting on behalf of itself a revocable, non-transferable, non-exclusive and world-wide license, without right to sublicense to any third party, to use BD/AVCREC Test Tools solely for Authorized Purpose. Notwithstanding the foregoing sentence, Company shall have the right to have its Associated Companies and its Affiliatessubcontractors use BD/AVCREC Test Tool solely for Authorized Purpose; provided that each such Associated Company and subcontractor shall similarly be bound by and comply with the all of the obligations as set out in this Agreement and Order Sheet. Any breach by any Associated Company or subcontractor of Company of any of the obligations under this Agreement or Order Sheet shall be deemed a breach of Company of its obligation under this Agreement. Company shall not copy, each of CHEMOURS FC (with respect modify or create a derivative work of, BD/AVCREC Test Tool or any part thereof, nor allow others to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent do so unless expressly permitted in Section 2.2(c))writing by Panasonic. Furthermore, worldwide Company shall not decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of BD/AVCREC Test Tool or any part thereof by any means whatsoever, or disclose any of the foregoing, nor allow others to do so. Except for the license inexpressly granted to Company under this Article 3, nothing in this Agreement shall be construed as a grant of any license or right of any intellectual property rights owned, controlled or licensable by Panasonic, expressly, by implication or estoppels. Further, nothing in this Agreement shall be construed to transfer to Company any right, title or interest in or to BD/AVCREC Test Tool unless otherwise expressly set forth herein. Company shall not remove, alter or otherwise obscure any intellectual property rights notices or product identification contained in or appearing in BD/AVCREC Test Tool, nor allow others to do so. Unless otherwise expressly set forth herein, Panasonic shall have no obligation and no responsibility of any kind, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and use: provide (i) any Chemours Non-Exclusive Make & Sell Products, which license technical or user support or assistance relating to make and have made (and to import and export in conjunction therewith) shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; BD/AVCREC Test Tool or (ii) with respect to each Chemours Productupdates, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”modifications, which license shall be exclusive; (iii) any VF Productsimprovements, which license shall be exclusivebug fixes of BD/AVCREC Test Tools; provided however that, providedPanasonic may, howeverat its sole discretion, that the foregoing shall not restrict CHEMOURS FC provide updates, modifications, improvements or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement bug fixes or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed support from time to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusivetime as it deems necessary.

Appears in 2 contracts

Samples: Test Tool Supply Agreement, Test Tool Supply Agreement

License Grant. (a) Subject to the terms and conditions of this AgreementAgreement and, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect licenses granted to BMS thereunder, of the CHEMOURS TT Licensed Patents) respective BMS In-Licenses, BMS hereby grants DuPont an irrevocableto SGI a right and license (or, royaltyin the case of Patents licensed to BMS under the BMS In-freeLicenses, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)a sublicense), worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) Technology, to make, have made, use, offer for sale, to sell, importsell and have sold Products (except as set forth in Section 4.1(b)) in the relevant Field, export as determined under Section 4.1(d), and use:in the Territory. (b) Notwithstanding Section 4.1(a): (i) any Chemours Non-Exclusive Make & Sell Products, which license The right and sublicense granted in Section 4.1(a) under the Licensed Technology relating to make and have made (and to import and export in conjunction therewith) the Enzon Patents shall be non-exclusiveto make, and which (subject to Sections 2.2(a)(ii)have made, (iii), (iv) and (vi)) license to offer for saleuse, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Useshave sold Enzon Products only; (ii) with respect The right and sublicense granted in Section 4.1(a) under the Licensed Technology relating to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license Ixsys Patents shall be exclusive;to make, have made, use, sell and have sold Ixsys Products only; and (iii) any VF Products, which license The right and sublicense granted in Section 4.1(a) under the Licensed Technology relating to the Washington Patents shall be to make, have made, use, sell and have sold Washington Products only. (c) With respect to the Licensed Technology, the right and license granted to SGI under Section 4.1(a) shall be either exclusive or partially exclusive or non-exclusive, provided, however, as set forth in Exhibit A. Except as set forth in this Agreement: (i) BMS shall retain no right to use the Licensed Technology for which SGI is granted a right and license that is exclusive; (ii) BMS shall retain the right to use outside the Field the Licensed Technology for which SGI is granted a right and license that is partially exclusive; and (iii) BMS shall retain all rights to use the Licensed Technology for which SGI is granted a right and license that is non-exclusive. SGI acknowledges that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their right and license granted to SGI under this Agreement with respect to Licensed Technology licensed to BMS under the BMS In-Licenses is subject to all of the rights therein retained by the respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities;licensors thereunder. (ivd) any PV ProductsSubject to the limitations set forth in Section 4.1(b), the field (the "Field") with respect to Licensed Technology for which SGI is granted a right and license that is exclusive under Section 4.1(c) shall be exclusive, provided, however, the treatment and diagnosis of conditions and diseases in humans and animals. The Field with respect to Licensed Technology for which SGI is granted a right and license that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT is partially exclusive under Section 2.1(a)4.1(c) shall be: (i) if Exhibit A indicates that such license is partially exclusive for linkers, all monoclonal antibody targeting applications; or (ii) if Exhibit A indicates that such license is partially exclusive for cancer, the treatment and diagnosis of cancer in humans. The Field with respect to Licensed Technology for which SGI is granted a right and license shall be that is non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a4.1(c) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be nonthe treatment and diagnosis of cancer in humans. Notwithstanding the foregoing, the Field with respect to the G28-exclusive where CHEMOURS FC or CHEMOURS TT is granted non5 Licensed Technology shall be for the use of the antibody G28-exclusive rights under Section 2.1(a) and otherwise exclusive5 fused with a toxin for the treatment of cancer in humans.

Appears in 2 contracts

Samples: License Agreement (Seattle Genetics Inc /Wa), License Agreement (Seattle Genetics Inc /Wa)

License Grant. (a) Subject to the terms and conditions hereof, IMGIS hereby grants to AOL a perpetual, worldwide, nonexclusive, nontransferable (except as set forth in Section 15.12 below), royalty-free license under all of IMGIS' patent, copyright, trade secret and other proprietary rights to use, reproduce, adapt, transmit, perform, display and otherwise practice the Technology or any part thereof, other than commercially available Third Party software that IMGIS has the right to provide to AOL only upon payment of a fee to the Third Party, solely for the Permitted Purposes and to sublicense such rights to AOL Affiliates solely for the Permitted Purposes. (b) If any Technology consists of commercially available Third Party software that IMGIS has the right to provide to AOL only upon payment of a fee to the Third Party, AOL may, by written notice to IMGIS and payment of such fee, require IMGIS to grant to AOL a perpetual, worldwide, nonexclusive, nontransferable (except as set forth in Section 15.12 below), royalty-free (except for such fee) license under all applicable patent, copyright, trade secret and other proprietary rights to use, reproduce, adapt, transmit, perform, display and otherwise practice such Technology or any part thereof solely for the Permitted Purposes and to sublicense such rights to AOL Affiliates solely for the Permitted Purposes (but only to the extent of IMGIS' rights in such Technology). (c) In the event that AOL grants a sublicense to an AOL Affiliate under any of the licenses granted in Section 2.1(a) or (b) above, AOL shall enter into a sublicense agreement with such AOL Affiliate in a form to be approved by IMGIS, which approval shall not be unreasonably withheld, and included in such sublicense shall be the agreement of such AOL Affiliate to be bound by the terms of this Agreement, acting on behalf . AOL shall notify IMGIS of itself and its Affiliates, each the grant of CHEMOURS FC (with respect any sublicense to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and use:AOL Affiliate. (id) AOL shall not disclose or transfer the source code for any Chemours NonSoftware included in the Technology to any AOL Affiliate that is not a wholly-Exclusive Make & Sell Productsowned subsidiary of AOL. If IMGIS includes trademark or other proprietary rights notices on copies of the Technology delivered to AOL, which license to make and have AOL shall reproduce such notices on copies of the Technology made by AOL. (and to import and export e) The Parties agree that neither the licenses granted in conjunction therewith) this Section 2.1 nor any other provisions of this Agreement impose or shall be non-exclusive, and which (subject construed to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license impose any obligation upon AOL to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of or otherwise practice the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, Technology. IMGIS agrees that the foregoing it shall not restrict CHEMOURS FC bring any action in law or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Productsequity, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between judicial or nonjudicial proceeding, against AOL asserting that the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses use by AOL of any patent rights claiming the Technology that are now or activities) not exclusively hereafter owned by or licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a)IMGIS or any other Technology infringes or otherwise violates any patent, and which license shall be non-exclusive where CHEMOURS FC copyright, trade secret or CHEMOURS TT is granted non-exclusive other proprietary rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusiveof IMGIS.

Appears in 2 contracts

Samples: License Agreement (Adforce Inc), License Agreement (Adforce Inc)

License Grant. 2.1 Subject to the other terms and conditions set forth in the Agreement, including the reservation of rights under Section 2.2, ZHM hereby grants to IMCH, and IMCH hereby accepts, a perpetual, worldwide, royalty-bearing right and license, under the Licensed Technology and Licensor Improvements, to exercise all rights, powers, privileges and immunities under, relating to, and in, and otherwise to exploit, the Licensor Technology for any and all uses, activities, functions or operations including developing, using marketing, selling and offering for sale, manufacturing or have manufactured, exporting and importing Licensed Products, in all fields of use and territories with a right to sublicense as further provided herein. 2.2 IMCH shall have the right to grant sublicenses with respect to any rights confirmed upon IMCH under this Agreement, and provided that any such sublicenses shall be subject in all respects to the royalty provisions, reporting, restrictions, exceptions, and termination provisions contained in this Agreement subject to the written consent by ZHM, which consent shall not be unreasonably withheld. In no event shall ZHM receive less than the royalty amounts IMCH has agreed to pay ZHM under Section 2.3 The License granted under Section 2.1 shall be exclusive in all fields of use and territories, except that ZHM reserves (i) the right to license, to Affiliates, the Licensed Technology and Licensor Improvements and any intellectual property rights associated therewith including the rights to make Derivative Works, and (ii) the right to maintain, renew, or revive any license or permission granted to any third party or person at any time before the Effective Date to use the Licensed Technology, including Licensed Software, or products derived therefrom. ZHM may also exercise all rights and privileges under the License Technology and Improvements for its personal use, practice methods and processes under the Licensed Technology. 2.4 Subject to and as further provided in the order terms and conditions of this Agreement, acting on behalf of itself ZHM owns and its Affiliatesshall own all right, each of CHEMOURS FC (with respect title and interest in and to the CHEMOURS FC Licensed Patents) Technology and CHEMOURS TT (with respect Licensor Improvements. Nothing in this Agreement or in the relationship between the parties is intended to effect an assignment or transfer of any ownership rights in the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (Technology to the extent permitted in Section 2.2(c)), worldwide license in, IMCH or to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and use: (i) any Chemours Non-Exclusive Make & Sell Products, which grant license to make and have made (and to import and export in conjunction therewith) shall be non-exclusiveIMCH, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions except as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusiveprovided herein.

Appears in 2 contracts

Samples: Technology Licensing Agreement (IMC Holdings, Inc.), Technology Licensing Agreement (IMC Holdings, Inc.)

License Grant. Subject (a) Medisorb hereby grants to Xxxxxxx in the Territory an exclusive license under the Patents and Technical Information existing prior to the terms and conditions effective date of this Agreement, acting with the right to grant sublicenses thereunder, for all purposes within the Field to practice and use the Patents and Technical Information, including the rights to manufacture and have manufactured, to use and have used, and to sell and have sold Products. Medisorb exclusively retains all rights under the Patents and Technical Information outside the Field and for use other than in Products. The right to grant sublicenses granted hereunder is exclusive to Xxxxxxx and shall not extend to Xxxxxxx Affiliates or Sublicensees. (b) Medisorb shall offer to Xxxxxxx for incorporation into this License Agreement on behalf reasonable terms and conditions, Medisorb Improvements in the Field which, if incorporated into Xxxxxxx'x then current commercial Product(s), would: (i) result in significant changes in either the specifications for such Product(s) or the processes for producing such Product(s), and (ii) would reasonably be expected to result in enhanced market value and/or profitability of itself and its Affiliates, each such Product(s). Examples of CHEMOURS FC such Improvements would include: (i) the development by Medisorb of a non-aqueous injection vehicle which offers significant advantages with respect to ease of administration and (ii) the CHEMOURS FC Licensed Patentsdevelopment by Medisorb of technology enabling significantly extended (e.g. 2-4 weeks) duration of delivery of the active agent from a single administration. It is the parties' understanding that the effect of any such license amendment would, in general, be either an extension of the term of this Agreement for a mutually agreed period or a marginal increase in the then current royalty rate. All other Medisorb Improvements shall be made available to Xxxxxxx for its use without further agreement. Proprietary rights to Improvements jointly developed by Medisorb and CHEMOURS TT (with respect to Xxxxxxx shall be governed by the CHEMOURS TT Licensed Patentsterms of Section 5(c) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and use:of this Agreement. (ic) In the event that at any Chemours Non-Exclusive Make & Sell time during the term of this Agreement Medisorb is unable for any reason whatsoever to supply the Medisorb Polymers required by Xxxxxxx for use in Products, which then the license granted under paragraph 2(a) above shall be expanded to include the Medisorb Technology required to make and have made (and to import and export in conjunction therewith) shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusiveMedisorb Polymers.

Appears in 2 contracts

Samples: License Agreement, License Agreement (Alkermes Plc.)

License Grant. Subject to the terms and conditions herein (including Sections 2.3 and 2.4), effective as of this Agreementthe Closing Date, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) Maxygen hereby grants DuPont an irrevocableto Bayer, and shall cause its Affiliates to grant to Bayer, and Bayer hereby accepts, irrevocable (except as set forth in Section 4.4 and/or 8.4.1), royalty-freefree licenses under the Enabling Technology in the Territory, fully paidas follows: (A) an exclusive license, during the applicable Exclusivity Period for each Bayer Exclusive Protein, on a protein-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license inby-protein basis, to and under practice the CHEMOURS FC Licensed Patents (Enabling Technology to Shuffle the Bayer Exclusive Proteins, with respect the right to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to develop, make, have made, use, import, sell, offer for sale, sellmarket and otherwise commercially exploit the Resulting Products, in each case solely for the Permitted Uses; and (B) a non-exclusive license to practice the Enabling Technology to Shuffle any and all proteins (except any of the Maxygen Exclusive Proteins during the applicable Exclusivity Period for such Maxygen Exclusive Protein), with the right to develop, make, have made, use, import, export and use: (i) any Chemours Non-Exclusive Make & Sell Productssell, which license to make and have made (and to import and export in conjunction therewith) shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell market and otherwise commercially exploit the Resulting Products, in each case solely for the Permitted Uses. The licenses in (A) and (B) above shall include the right to use (consultants, temporary employees and/or other Third Party service providers to perform, under a written contract containing confidentiality provisions no less restrictive than those in this Agreement and containing a covenant from such Third Party not to import and export practice the Enabling Technology and/or improvements thereto except as set forth in conjunction therewith) shall be nonthis paragraph until expiration, on a patent-exclusive outside by-patent basis, of applicable Patent Rights within the Enabling Patents, activities on behalf of Bayer in the practice of the Chemours Exclusive Make & Sell End-Uses; Enabling Technology and/or improvements thereto, provided that (i) such Third Party service provider acquires no rights in the Enabling Technology and/or improvements thereto and (ii) with respect to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license all Shuffling shall only be conducted at a Bayer Research Facility. Bayer shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that responsible to ensure the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other compliance with applicable confidentiality terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything set forth herein (including products, End-Uses or activitiesthe restrictions both on disclosure and on use) not exclusively licensed to CHEMOURS FC by any and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusiveall such Third Party service providers.

Appears in 2 contracts

Samples: License Agreement (Maxygen Inc), License Agreement (Maxygen Inc)

License Grant. (a) Subject to the fulfillment of the terms and conditions of this Agreement, acting Xxxxxxx (on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed PatentsSubsidiaries) hereby grants DuPont an irrevocableto Newco a worldwide, non-exclusive, royalty-free, fully paid-up, sublicenseable (for the benefit of the Newco Group or incidental to or implied by the extent permitted in Section 2.2(c)exercise of such license (including to subcontractors, distributors and end users), worldwide license inbut except as expressly permitted under this Agreement, not for the independent use of third parties), perpetual, and irrevocable license, to use and under otherwise exploit the CHEMOURS FC Xxxxxxx Licensed Patents IP as follows: (i) with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT any Xxxxxxx Licensed Patents (Patent, only with respect to CHEMOURS TT those products, processes and its Affiliates) activities of the Communications Business as of the Closing Date and products and processes that are substantially similar to make, have made, offer for sale, sell, import, export and use: (i) any Chemours Non-Exclusive Make & Sell Products, which license to make and have made (and to import and export in conjunction therewith) shall be non-exclusiveor improvements of the foregoing, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Productthe Xxxxxxx Licensed Copyrights and Trade Secrets, anything described on Schedule A in only within the corresponding column labelled scope of the Communications Business and natural evolutions of such business and, except the digital cable installation products and services of the Xxxxxxx Business currently marketed under the name Excluded Products and FieldsVERSIV”, which license or any products and services that are equivalent or substantially similar to or improvements of the foregoing, other business of Newco or its Subsidiaries. Newco shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, ensure that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other each of its sublicensees complies with all applicable terms and conditions hereof and shall be directly liable hereunder in the event of any breach or non-compliance by any such sublicensees. (b) Subject to the fulfillment of the terms and conditions of this Agreement, Newco (on behalf of itself and its Subsidiaries) hereby grants to Xxxxxxx a worldwide, non-exclusive, royalty-free, sublicenseable (for the benefit of the Xxxxxxx Group or incidental to or implied by the exercise of such license (including to subcontractors, distributors and end users), but except as expressly permitted under this Agreement, not for the independent use of third parties), perpetual, and irrevocable license, to use and otherwise exploit the Newco Licensed IP as follows: (i) with respect to any Newco Licensed Patent, only with respect to those products, processes and activities of the Xxxxxxx Business as of the Closing Date and products and processes that are mutually substantially similar to or improvements of the foregoing, and (ii) with respect to the Newco Licensed Copyrights and Trade Secrets, only within the scope of the Xxxxxxx Business and natural evolutions of such business. Xxxxxxx shall ensure that each of its sublicensees complies with all applicable terms and conditions hereof and shall be directly liable hereunder in the event of any breach or non-compliance by any such sublicensees. The foregoing licenses to Xxxxxxx shall be subject to any non-competition obligations of Xxxxxxx to Newco as expressly agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) by Xxxxxxx and may not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a)be exercised for, and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT do not extend to, the NetScout Restricted Business (as such term is granted non-exclusive rights under defined in Section 2.1(a5.15 (Covenant Not to Compete) of the Agreement and otherwise exclusive; and Plan of Merger and Reorganization dated October 12, 2014 by and among the Parties and NetScout, Systems, Inc., RS Merger Sub I, Inc. and RS Merger Sub II, LLC (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a“Merger Agreement”), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive).

Appears in 2 contracts

Samples: Intellectual Property Cross License Agreement (Netscout Systems Inc), Intellectual Property Cross License Agreement (Netscout Systems Inc)

License Grant. Subject to the terms and conditions of this Agreement, acting on behalf of itself and its Affiliateswithout additional consideration, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patentsi) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) TCR2 hereby grants DuPont an to HARPOON a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-uppaid up license under the Licensed TCR2 Patent Rights, sublicenseable (with the right to the extent permitted grant sublicenses as set forth in Section 2.2(c)), worldwide license in2.2, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to research, develop, make, have made, use, sell, have sold, offer for sale, to sell, import, export export, commercialize or otherwise exploit Products containing the Base BCMA Binder, itself and use: through its Affiliates and Third Parties; (iii) any Chemours Non-Exclusive Make & Sell ProductsHARPOON hereby grants to TCR2 a perpetual, which license to make and have made (and to import and export in conjunction therewith) shall be irrevocable, non-exclusive, worldwide, royalty-free, fully paid up license under the Licensed HARPOON Patent Rights, with the right to grant sublicenses as set forth in Section 2.2, to research, develop, make, have made, use, sell, have sold, offer to sell, import, export, commercialize or otherwise exploit Products containing Base MSLN Binders, itself and which (subject to Sections 2.2(a)(ii), through its Affiliates and Third Parties; and (iii)) HARPOON hereby grants to TCR2 a perpetual, (iv) and (vi)) license to offer for saleirrevocable, sell and use (and to import and export in conjunction therewith) shall be non-exclusive, worldwide, royalty-free, fully paid up, non-exclusive outside license, with the right to grant sublicenses as set forth in Section 2.2, to use the know-how that is set forth on Exhibit E hereto. For the avoidance of the Chemours Exclusive Make & Sell End-Uses; (ii) doubt, HARPOON does not grant to TCR2 any rights or licenses whatsoever with respect to each Chemours Productany HARPOON Improved BCMA Binders or Products containing the Base BCMA Binder or any HARPOON Improved BCMA Binders, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license HARPOON shall be exclusive; not update Exhibit E (iii) any VF Products, which license shall be exclusive, provided, however, such that the foregoing know how that is being licensed by HARPOON to TCR2 hereunder, is limited to the know how that is set forth on Exhibit E as of the Effective Date). It is understood and agreed that TCR2 shall not restrict CHEMOURS FC use the know-how that is licensed hereunder in any way that would preclude or CHEMOURS TT (prevent HARPOON from being able to use any of the licensed know how without restriction, or their respective permitted Chemours Sublicensees) from engaging in that would otherwise impair HARPOON’s ability to use any of the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, Endlicensed know-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusivehow without restriction.

Appears in 2 contracts

Samples: License Agreement (Tcr2 Therapeutics Inc.), License Agreement (Tcr2 Therapeutics Inc.)

License Grant. 3.1. Subject to (i) Teva serving the License Notice in accordance with Section 2.2.2 (ii) payment of the Milestone Payment set forth in Section 5.1(a) below, (iii) reimbursement of Cell Cure’s Participation, if any; and (iv) approval of the OCS and the Israeli Ministry of Health to the License to Teva and the transfer of Licensed Materials to Teva, to the extent applicable, Cell Cure hereby grants Teva the License and Teva hereby accepts the License from Cell Cure. For the removal of doubt, Teva shall not be entitled to use the Cell Cure IP or the Licensed Materials for any purpose other than the exploitation of the License. Following the exercise of the License Option Teva shall have the right to require the transfer of the Licensed Materials from Cell Cure to Teva for purposes of conducting clinical trials and otherwise exploiting the License as permitted hereunder, and Cell Cure shall transfer the Licensed Materials to Teva, subject to receipt of the abovementioned approvals, this Section 3.1 and other applicable provisions of this Agreement. Prior to receipt of Licensed Materials, Teva and/or its Sublicensees and/or Further Sublicensees shall undertake to commit in writing to HMO (A) to report to HMO, in advance, in accordance with the guidelines of the Institution Review Board of HMO (Helsinki Committee), regarding any potential and/or planned use of the Licensed Materials and (B) to comply with such licenses, permits, approvals, and consents, including the requirements set out in the approvals of the Ethics Committee for Genetic Studies in Humans of the MOH (the “MOH Ethics Committee”) as issued in relation to each particular activity/study using Licensed Materials from time to time, by Teva and/or its Sublicensees and/or its Further Sublicenses, including, the development, manufacture, use and sale of Licensed Product. The Company undertakes to request copies of all such licenses, permits, approvals and consents and to provide the same to Teva. 3.2. If Teva informs Cell Cure that any IP Controlled by Hadasit, ESI or BioTime which does not constitute part of the Cell Cure IP, is reasonably required to be licensed to Teva in order for Teva to commercialize Licensed Product, then Cell Cure shall use its best efforts to assist Teva to obtain licenses to such IP for such purpose. 3.3. Teva shall have the right to grant (whole or partial) Sublicenses to third parties, and such third parties shall be entitled to grant further sublicenses (each, a “Further Sublicense” and the term “Further Sublicensee” shall be construed accordingly) and so on under the License, on terms and conditions consistent with the terms of this Agreement, acting on behalf and Teva shall be entitled to determine the commercial terms of itself any such Sublicense. The grant of any Sublicenses and its Affiliates, each Further Sublicenses shall not relieve the Parties of CHEMOURS FC (with respect or reduce their obligations under this Agreement. The term of any Sublicense shall be limited to the CHEMOURS FC Licensed Patents) term of the License and CHEMOURS TT will terminate upon the termination of the License for any reason whatsoever, other than due to a lapse of time. Teva shall provide Cell Cure with an executed copy of each Sublicense agreement (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (including any Further Sublicense agreements – to the extent permitted in Section 2.2(c))available to Teva) provided that Teva may redact information or parts of any such agreement that are not material to Cell Cure or that are subject to obligations of confidentiality, worldwide license inwithin thirty (30) days of execution of the relevant Sublicense agreement and shall require any Sublicensee to do the same. 3.4. Without limiting the foregoing or any of Teva’s obligations under this Agreement relating to the grant of Sublicenses or Further Sublicenses, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and use: (i) any Chemours Non-Exclusive Make & Sell Products, which license to make and have made (and to import and export in conjunction therewith) Teva shall be non-exclusiveentitled to subcontract the conduct or performance of any activity concerning the research, and which development, testing or manufacturing of Licensed Product to a third party (subject who will not have any right to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Licensed Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license such subcontract shall not be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under considered to be a grant of a sublicense for purposes of the preceding Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive3.

Appears in 2 contracts

Samples: Research and Exclusive License Option Agreement (Biotime Inc), Research and Exclusive License Option Agreement (Biotime Inc)

License Grant. (A) Subject to the terms and conditions of this Agreement, acting on behalf Alpex hereby grants to Valera, and Valera hereby accepts from Alpex, a sole and exclusive, royalty-bearing right and license, including the right to sublicense, under and to Alpex Intellectual Property to use, import, export, sell, offer to sell and otherwise commercialize the Product in the Territory. (B) In the event Alpex is not able to provide Valera with the requested amounts of itself and its Affiliates, each of CHEMOURS FC (with respect the Product pursuant to the CHEMOURS FC Licensed Patentsterms and conditions of the Manufacturing Agreement (including without limitation the price, forecast and ordering terms) and CHEMOURS TT (with respect Valera will have the right to have Product made for Valera by a Third Party. This have made right shall extend to the CHEMOURS TT Licensed Patentsamounts and time periods as to which Alpex is not able to supply Product to Valera and shall not constitute a license to any Third Party to make or sell Products to a party other than Valera; provided, however, that Alpex shall not bring any action against such a Third Party for making Product for Valera for amounts and time periods for which Alpex is not able to supply Product to Valera. (C) hereby grants DuPont an irrevocableUpon the expiration of the Agreement, Valera shall have a fully paid-up, perpetual, royalty-free, fully paidnon-upexclusive, sublicenseable (irrevocable license, including the right to the extent permitted in Section 2.2(c))sublicense, worldwide license in, under and to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) Alpex Intellectual Property to make, have made, offer for saleuse, import, export, sell, import, export and use: (i) any Chemours Non-Exclusive Make & Sell Products, which license offer to make and have made (and to import and export in conjunction therewith) shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export otherwise commercialize the Product in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-UsesTerritory; (iiD) with respect Subject to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing of this Agreement, anything (including products, End-Uses or activities) not exclusively licensed Valera hereby grants to CHEMOURS FC and CHEMOURS TT under Section 2.1(a)Alpex, and which license shall be nonAlpex hereby accepts from Valera, a non- exclusive, royalty-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights free right and license, under Section 2.1(a) and otherwise exclusive; and (vi) anything (including productsto the Valera Product Patents to make, End-Uses or activities) not expressly exclusively licensed use and sell the Product to CHEMOURS FC Valera in the Territory as provided for herein, and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) for its own account as provided for in Sections 4.5 and otherwise exclusive6.5 hereof.

Appears in 2 contracts

Samples: Collaboration and Development Agreement (Indevus Pharmaceuticals Inc), Collaboration and Development Agreement (Valera Pharmaceuticals Inc)

License Grant. (a) Subject to the terms and conditions of this AgreementAgreement and with effect from the Effective Date and continuing until [_________], acting on behalf Aura hereby grants to the Company an exclusive, non-assignable, and royalty-free license, with no right to sublicense, to use the Licensed Technology in the Territory solely in connection with: i. manufacture of itself the Licensed Components; ii. assembly, testing, maintenance, and support of the Products; iii. demonstrating, distributing, offering to sell and selling the Products, either directly or indirectly, to Approved Customers; and iv. distributing the embedded Licensed Technology only as embedded within the Products. (b) Notwithstanding the forgoing, the sale of the Products by the Company will require the Company to license to its Affiliatescustomers the right to use that of the Licensed Technology embedded in Company’s Product for the purpose of operation, each updates, and maintenance. The Company may only license Aura’s embedded Licensed Technology know-how to Approved Customers pursuant to an End User License Agreement approved in writing in advance by Aura governing such Approved Customers’ use of CHEMOURS FC the embedded Licensed Technology. The End User License Agreement shall be added to the Product either during the manufacturing and assembly process or during the distribution process. (c) Furthermore, in the event that any of the Minimum Sales Targets (as defined in the Joint Venture Contract) is not met and Aura elects not to terminate the Joint Venture Contract, the parties agree that the license granted by Aura under Section 2.1(a) above shall become a non-exclusive, non-assignable, and royalty-free license, with no right to sublicense immediately upon written notice by Aura. All other provisions of this Agreement remain unchanged and the parties undertake to execute any documents and do any acts necessary to give effect to the foregoing. (d) For the avoidance of doubt, Aura grants the Company no rights with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to Technology other than the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted limited license set forth in Section 2.2(c)), worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) 2.1 and the CHEMOURS TT Licensed Patents (Company agrees that it shall take no action, either directly or indirectly, inconsistent with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and use: (i) any Chemours Non-Exclusive Make & Sell Products, which license to make and have made (and to import and export in conjunction therewith) shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective Aura’s IP rights other than as expressly permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusivehereunder.

Appears in 2 contracts

Samples: Sino Foreign Cooperative Joint Venture Contract, Sino Foreign Cooperative Joint Venture Contract (Aura Systems Inc)

License Grant. Subject 1. For the Term of this Agreement, as defined in Article V herein, AVON hereby grants to OMP upon the terms and conditions of set forth in this Agreement: (a) an exclusive, acting on behalf of itself and its Affiliatesworldwide, each of CHEMOURS FC (with respect to payment-bearing license under the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect , without the right to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license insublicense, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) allow OMP to make, have made, offer for saleuse, sell, import, export offer for sale and use: distribute Products directly to physicians and Medical Spas for sale to and/or use by consumers; and (ib) any Chemours Non-Exclusive Make & Sell Products, which license to make and have made (and to import and export in conjunction therewith) shall be a non-exclusive, payment-bearing license under the Licensed Patents, without the right to sublicense, to allow OMP, or its authorized distributors acting on OMP’s behalf, to make, have made, use, sell, offer for sale and distribute Products directly to drug stores outside the United States only for sale to and/or use by consumers, Without limiting the scope of the exclusive grant set forth in subparagraph (a) of this Article II, Paragraph 1, it is understood and agreed that all Products sold to and/or used by consumers, as set forth in this Article II, Paragraph 1, shall at all times be marketed to such consumers under the “Obagi” or other trademark owned by OMP. 2. In the event OMP shall make or contribute to any invention or improvement which is (subject to Sections 2.2(a)(ii)a) within the scope of any Licensed Patent, or (iii), b) conceived and/or made based upon and as a result of (ivi) the disclosure by Avon of its Confidential Information (as hereinafter defined) or (ii) the use of the patented technology of the Licensed Patents ((a) and (vib) collectively referred to as “Improvements”)) license , OMP shall promptly disclose such Improvements to offer for saleAVON in writing, sell and use (assign to AVON its full worldwide right, title and interest in and to import such Improvements, including without limitation the right for AVON to apply for patents on such Improvements in its own THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. name, and export in conjunction therewithAVON shall grant and hereby does grant OMP (c) shall be a non-exclusive outside transferable, non-sublicenseable, payment-free license commensurate in scope with the exclusivities, business channels and territories set forth in Article II, paragraph 1 above to practice, during the Term of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including productsImprovements within the scope of the Licensed Patents solely to make, End-Uses or activities) not exclusively licensed to CHEMOURS FC have made, use, sell, offer for sale and CHEMOURS TT under Section 2.1(a)distribute Products, and which license shall be (d) a perpetual, non-exclusive where CHEMOURS FC or CHEMOURS TT exclusive, non-transferable, non-sublicensable, payment-free license in the business channels and territories set forth in Article II, paragraph 1 above to practice Improvements outside the scope of the Licensed Patents. OMP agrees to take such further actions as may be reasonably requested by AVON, at AVON’S expense, including without limitation signing patent application and assignment documents prepared by AVON, in order to vest in AVON ownership of such Improvements. 3. No license is granted non-exclusive rights under Section 2.1(a) to OMP for the manufacture, use, sale, offer for sale or distribution of any product or service covered by the Licensed Patents other than the Products expressly defined herein and otherwise exclusive; andexpressly in the business channels and territories described in Article II, paragraph 1 above. (vi) 4. OMP shall use its best commercial efforts to manufacture, distribute and sell the Products no later than March 1, 2004. OMP shall mxxx all Products it sells and/or distributes with the patent numbers of the Licensed Patents. 5. Notwithstanding anything (including productscontained in this Agreement to the contrary, End-Uses AVON and OMP understand and agree that this Agreement shall not in any way restrict or activities) not expressly exclusively licensed exclude AVON from making, using, selling, offering for sale or distributing any products in any business channel anywhere in the world. AVON agrees to CHEMOURS FC and CHEMOURS TT under Section 2.1(a)provide three THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION, which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusiveCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Appears in 2 contracts

Samples: Patent License Agreement (Obagi Medical Products, Inc.), Patent License Agreement (Obagi Medical Products, Inc.)

License Grant. (a) Subject to the terms and conditions of this AgreementAgreement and, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect licenses granted to BMS thereunder, of the CHEMOURS TT Licensed Patents) respective BMS In-Licenses, BMS hereby grants DuPont an irrevocableto SGI a right and license (or, royaltyin the case of Patents licensed to BMS under the BMS In-freeLicenses, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)a sublicense), worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) Technology, to make, have made, use, offer for sale, to sell, importsell and have sold Products (except as set forth in Section 4.1(b)) in the relevant Field, export as determined under Section 4.1(d), and use:in the Territory. (b) Notwithstanding Section 4.1(a): (i) any Chemours Non-Exclusive Make & Sell Products, which license The right and sublicense granted in Section 4.1(a) under the Licensed Technology relating to make and have made (and to import and export in conjunction therewith) the Enzon Patents shall be non-exclusiveto make, and which (subject to Sections 2.2(a)(ii)have made, (iii), (iv) and (vi)) license to offer for saleuse, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Useshave sold Enzon Products only; (ii) with respect The right and sublicense granted in Section 4.1(a) under the Licensed Technology relating to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license Ixsys Patents shall be exclusive;to make, have made, use, sell and have sold Ixsys Products only; and (iii) any VF Products, which license The right and sublicense granted in Section 4.1(a) under the Licensed Technology relating to the Washington Patents shall be to make, have made, use, sell and have sold Washington Products only. (c) With respect to the Licensed Technology, the right and license granted to SGI under Section 4.1(a) shall be either exclusive or partially exclusive or non-exclusive, provided, however, as set forth in Exhibit A. Except as set forth in this Agreement: (i) BMS shall retain no right to use the Licensed Technology for which SGI is granted a right and license that is exclusive; (ii) BMS shall retain the right to use outside the Field the Licensed Technology for which SGI is granted a right and license that is partially exclusive; and (iii) BMS shall retain all rights to use the Licensed Technology for which SGI is granted a right and license that is non-exclusive. SGI acknowledges that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their right and license granted to SGI under this Agreement with respect to Licensed Technology licensed to BMS under the BNS In-Licenses is subject to all of the rights therein retained by the respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities;licensors thereunder. (ivd) any PV ProductsSubject to the limitations set forth in Section 4.1(b), the field (the “Field”) with respect to Licensed Technology for which SGI is granted a right and license that is exclusive under Section 4.1(c) shall be exclusive, provided, however, the treatment and diagnosis of conditions and diseases in humans and animals. The Field with respect to Licensed Technology for which SGI is granted a right and license that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT is partially exclusive under Section 2.1(a)4.1(c) shall be: (i) if Exhibit A indicates that such license is partially exclusive for linkers, all monoclonal antibody targeting applications; or (ii) if Exhibit A indicates that such license is partially exclusive for cancer, the treatment and diagnosis of cancer in humans. The Field with respect to Licensed Technology for which SGI is granted a right and license shall be that is non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a4.1(c) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be nonthe treatment and diagnosis of cancer in humans. Notwithstanding the foregoing, the Field with respect to the G28-exclusive where CHEMOURS FC or CHEMOURS TT is granted non5 Licensed Technology shall be for the use of the antibody G28-exclusive rights under Section 2.1(a) and otherwise exclusive5 fused with a toxin for the treatment of cancer in humans.

Appears in 1 contract

Samples: License Agreement (Seattle Genetics Inc /Wa)

License Grant. Subject (a) Effective as of the Closing Date, Buyer hereby grants to Seller an exclusive, royalty free, license within the terms United States to use, sublicense and conditions of distribute in executable form to customers, the Software as completed by Buyer as contemplated in this Agreement, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and use: (i) any Chemours Non-Exclusive Make & Sell Products, which license to make and have made (and to import and export but only in conjunction therewith) shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside with the sale of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which Buyer's hardware platform. Said license shall be non-exclusive where CHEMOURS FC transferable, except that, with Buyer's prior written consent, which consent may be withheld in Buyer's sole discretion, Seller may transfer or CHEMOURS TT assign said license in conjunction with Seller's sale of the totality of its business or sale of substantially all the assets of its business. In light of Seller's involvement in the development of the Software, said license is granted non-exclusive rights without warranty of any kind, and does not include any obligation on Buyer's part to indemnify Seller against third party claims of infringement regarding the Software. Maintenance and support of such Software is not included under Section 2.1(a) this Agreement, but the Parties agree to use their best efforts to negotiate and otherwise exclusive; andexecute in good faith a separate written maintenance and support agreement whereby Buyer would perform such services. (vib) anything Within thirty (including products30) days after the completion of development of the Software as described in Section 2.2(a) or Buyer determines not to complete the Software, End-Uses or activities) not expressly exclusively licensed Buyer shall deliver to CHEMOURS FC Seller a copy of the source code for such Software. Subject to the confidentiality obligations set forth in Section 6.2, and CHEMOURS TT under Section 2.1(a)subject to Buyer's review and approval, which license shall not be unreasonably withheld, Seller shall have the right to fix, debug, modify, update, enhance and create derivative works of the source code of the Software to the extent required to enable Seller to perform its responsibilities in connection with store level advertising and promotion programs for the iKart System. The source code shall be non-without warranty of any kind and should Seller make any changes or modifications to the source code, Buyer shall be under no obligation to provide support for the Software. Buyer shall be entitled to a copy of and own any derivative works of the Software created by Seller, but said derivative works shall be subject to the exclusive where CHEMOURS FC license granted to Seller herein. The parties intend for this Section 2.3(b) to be an interim arrangement and that, once executed, the maintenance and support agreement described in Section 2.3(a) above shall supersede and replace this Section 2.3(b). Buyer shall also deliver to Seller a copy of the source code for such Software, as it is then completed, in the event Buyer determines not to complete the Software, but such delivery of the source code to Seller shall be in full and final settlement of any claim that Seller may have against Buyer arising out of Buyer's determination not to complete the Software. Seller will then have the right to complete the Software for use in the iKart System. In such case, Buyer shall have no rights to or CHEMOURS TT in any of the code that is granted non-exclusive rights under Section 2.1(a) and otherwise exclusivewritten by Seller to complete the Software.

Appears in 1 contract

Samples: Asset Purchase Agreement (Klever Marketing Inc)

License Grant. 2.1 Subject to the other terms and conditions set forth in the Agreement, including the reservation of rights under Section 2.2, ZHM hereby grants to IMCH, and IMCH hereby accepts, a perpetual, worldwide, royalty-bearing right and license, under the Licensed Technology and Licensor Improvements, to exercise all rights, powers, privileges and immunities under, relating to, and in, and otherwise to exploit, the Licensor Technology for any and all uses, activities, functions or operations including developing, using marketing, selling and offering for sale, manufacturing or have manufactured, exporting and importing Licensed Products, in all fields of use and territories with a right to sublicense as further provided herein. 2.2 IMCH shall have the right to grant sublicenses with respect to any rights confirmed upon IMCH under this Agreement, and provided that any such sublicenses shall be subject in all respects to the royalty provisions, reporting, restrictions, exceptions, and termination provisions contained in this Agreement subject to the written consent by ZHM, which consent shall not be unreasonably withheld. In no event shall ZHM receive less than the royalty amounts IMCH has agreed to pay ZHM under Section 2.3 The License granted under Section 2.1 shall be exclusive in all fields of use and territories, except that ZHM reserves (i) the right to license, to Affiliates, the Licensed Technology and Licensor Improvements and any intellectual property rights associated therewith including the rights to make Derivative Works, and (ii) the right to maintain, renew, or revive any license or permission granted to any third party or person at any time before the Effective Date to use the Licensed Technology, including Licensed Software, or products derived therefrom. ZHM may also exercise all rights and privileges under the License Technology and Improvements for its personal use, practice methods and processes under the Licensed Technology. 2.4 Subject to and as further provided in the order terms and conditions of this Agreement, acting on behalf of itself ZHM owns and its Affiliatesshall own all right, each of CHEMOURS FC (with respect title and interest in and to the CHEMOURS FC Licensed PatentsTechnology and Licensor Improvements. Nothing in this Agreement or in the relationship between the parties is intended to effect an assignment or transfer of any ownership rights in the Licensed Technology to IMCH or to grant license to IMCH, except as expressly provided herein. Royalties 3.1 During the term of this Agreement, IMCH agrees to pay ZHM continuing royalties for any Licensed Products sold in the amount (s) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and useset forth below: (ia) any Chemours Non-Exclusive Make & Sell Products, which license to make Twelve and have made a half percent (and to import and export in conjunction therewith12.5%) shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for of the Net Sales generated from the sale, sell and lease, or use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Licensed Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vib) anything Four percent (including products, End-Uses or activities4%) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license of the Net Sales generated from the provision of Licensed Related Services. 3.2 Royalties shall be nonpaid by IMCH to ZHM quarterly, not more than forty-exclusive where CHEMOURS FC five (45) days after the end of the calendar quarters (March 31, June 30, September 30 and December 31 of each year). Royalties shall be payable hereunder when the Licensed Products have been invoiced or CHEMOURS TT shipped by IMCH, whichever is granted non-exclusive rights under Section 2.1(asooner. If IMCH does not timely pay ZHM any of the payments required by this paragraph, then IMCH shall pay ZHM an additional payment of one percent (1.0%) and otherwise exclusiveper month of any unpaid balance that is calculated from when the delinquent payment(s) were due to when they actually are paid. 3.3 All royalties payment shall be made in U.S. Dollars by check or wire transfer to ZHM in a manner directed by ZHM.

Appears in 1 contract

Samples: Technology License Agreement

License Grant. Subject to the terms and conditions satisfaction of this AgreementSection H, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect PDI grants to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully Shimadzu a paid-up, sublicenseable (to the extent permitted in Section 2.2(c))world-wide, worldwide irrevocable, non-exclusive license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for saleuse, sell, importoffer to sell, import (into any country in the world), export (from any country in the world), lease, promote or otherwise dispose of any Covered Products or any device covered by one or more claims of the Licensed Patents. Subject to the satisfaction of Section H, PDI grants to Panelvision and Xxxx-Xxxx a paid-up, world-wide, irrevocable, non-exclusive license, under the Licensed Patents to make, have made, use: , sell, offer to sell, import (iinto any country in the world), export (from any country in the world), lease, promote or otherwise dispose of any Covered Products or any device covered by one or more claims of the Licensed Patents, provided that such acts are limited to research and development activities and are without the right to sell commercial product(s) resulting from such research and development activities. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Nothing herein shall restrict Panelvision and/or Xxxx-Xxxx from selling commercially, product(s) that are not Covered Products covered by one or more claims of the Licensed Patents; however, this provision is not to be interpreted as creating any Chemours Nonadditional rights beyond those elsewhere granted in this Section E. Subject to the satisfaction of Section H, PDI further grants Panelvision and Xxxx-Exclusive Make & Sell Products, which license Xxxx the right to make and have made (sell, in the U.S. and to import and export in conjunction therewith) shall be non-exclusivethe European Union, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside Covered Products covered by one or more claims of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours ProductLicensed Patents, anything described on Schedule A in under the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, howeverShimadzu name, that are not materially different from a Shimadzu design existing at the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) time of any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusivemanufacture and/or sale.

Appears in 1 contract

Samples: Settlement and License Agreement (Photon Dynamics Inc)

License Grant. Subject Notwithstanding anything to the contrary set forth in the Portal Agreement, Synacor hereby grants to AT&T a limited, non-transferable, non-sublicensable, royalty-free, non-exclusive license (a) to [*] (i) the Licensed Synacor Content (other than the Approved Stock Images) solely [*], and (ii) the Approved Stock Images solely through any Third Party system designated by Synacor (the Synacor [*], together with any Synacor-designated Third Party system collectively are referred to as the “CPS”), (b) to [*] the Licensed Synacor Content on the Portal, and (c) to [*] then-available AT&T Content and [*], subject to the following terms and conditions: (a) With regard to Licensed Synacor Content: (i) AT&T only will [*] in accordance with the terms herein, Synacor’s reasonable written instructions from time to time, and the scope of the license grant from [*] as communicated in writing by Synacor to AT&T from time to time; provided, however, that any written instructions provided by Synacor after the date hereof may not unduly interfere with or materially restrict the rights granted to AT&T under this Amendment. (ii) AT&T acknowledges that in order to [*], AT&T also may have [*]; however, no license right is being granted to AT&T under this Amendment to Synacor Content or any other Content [*]. When [*], AT&T agrees it will not attempt to view, publish, copy, reproduce, distribute, or otherwise use any Content [*]. (iii) The term of the license grant for each category of Licensed Synacor Content shall continue only for so long as that category of Licensed Synacor Content remains on Exhibit A, as updated by Synacor pursuant to Section 1 above. In addition, Synacor has the right to terminate the license grant for any category of Licensed Synacor Content immediately upon notice to AT&T if Synacor reasonably believes the continued license to AT&T of such Content exposes Synacor or AT&T to potential legal liability. (iv) AT&T may only make the following [*] (other than reformatting as permitted in Section 2(a)(v) below): (A) AT&T may [*] solely as necessary to accurately reflect the [*] associated with such [*]. AT&T will review [*] for accuracy and will correct any spelling, grammar, or other errors it discovers during such review [*]. (B) AT&T may [*] of a particular item of [*] solely to the extent necessary to comply with the [*] and, in any event, solely in accordance with Synacor’s instructions. At such time that Synacor updates the [*] Synacor will notify AT&T and AT&T no longer will have the right to make [*]. (C) AT&T may not make any [*] without Synacor’s prior approval. Promptly after the Amendment Effective Date, the Parties mutually will agree upon an appropriate method to document AT&T requests for, and Synacor’s delivery of, any such approval. (D) AT&T may not [*], except as expressly permitted in Section 2(a)(vi) below. No other [*] is permitted, and in no event may AT&T use the [*] to the Portal any other content (e.g., advertising or any content [*]). (v) If space limitations within the Portal reasonably [*] so long as AT&T does so without substantively [*]. (vi) If AT&T desires to [*] on the Portal two or more different [*], it may do so only if either (1) AT&T associates [*], or (2) AT&T associates [*]. To be clear, AT&T may not, for example, [*], unless Synacor hereafter expands the license grant herein to allow for such [*], in which case, Synacor will notify AT&T of the expanded license grant (by email to AT&T’s designated email address at [*] or such successor email as designated by AT&T). If AT&T [*] as permitted above, it must make every effort to ensure it does not [*]. (vii) Except as expressly set forth above, no other right, license, or interest is being granted pursuant to this Amendment to AT&T in any [*]. (viii) Except as expressly provided above, the [*] is subject to the terms and conditions of this Agreement, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (the Portal Agreement with respect to the CHEMOURS FC Licensed Patents) [*], and CHEMOURS TT (with respect nothing in this Amendment is intended to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license in, to and limit Synacor’s obligations under the CHEMOURS FC Licensed Patents Partial Agreement. (with respect b) With regard to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and useAT&T Content: (i) any Chemours Non-Exclusive Make & Sell ProductsAT&T only will access and use the Synacor [*] the AT&T Content in accordance with Section 2(b), which license Synacor’s reasonable written instructions from time to make and have made (and to import and export in conjunction therewith) shall be non-exclusivetime, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside the scope of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Product, anything described on Schedule A in license grant from the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, applicable Content Licensor; provided, however, that any written instructions provided by Synacor after the foregoing shall date hereof may not unduly interfere with or materially restrict CHEMOURS FC or CHEMOURS TT the rights granted to AT&T under this Amendment. (or their respective permitted Chemours Sublicenseesii) from engaging in the Permitted VF Activities; (iv) AT&T may not [*] AT&T Content assets with any PV Products[*] available within [*], which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusivenor may AT&T combine AT&T Content [*].

Appears in 1 contract

Samples: Portal and Advertising Services Agreement (Synacor, Inc.)

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License Grant. 2.1. Subject to the terms and conditions of this Agreement, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) Licensor hereby grants DuPont an irrevocableto Licensee, royaltyand Licensee accepts, for the Term of this Agreement, a non-freeexclusive, fully paidnon-uptransferable right and license to use (at Licensee’s sole cost and expense) the Licensed Materials and/or Derivatives to design, sublicenseable (to the extent permitted in Section 2.2(c))develop, worldwide license inmanufacture, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to have manufactured, make, have mademade and/or use semiconductor products, solely for the Testing and Measurement 10 Gb/s Market, of the type disclosed and/or illustrated, as applicable, [by the portions of the Licensed Materials which are semiconductor designs and that are listed as Part Numbers in the Exhibit A (the “Authorized Products”). Licensee agrees that (a) Licensee shall offer for sale, sell, export and/or import the Authorized Product(s) which are manufactured or otherwise made pursuant to this paragraph (or any other products developed using of the Licensed Materials) only for use within the Testing and Measurement 10 Gb/s Market, and (b) Licensee shall not, directly or indirectly, offer for sale, sell, importexport and/or import any such products in any market, export including the Communications Market, other than the Testing and use:Measurement 10 Gb/s Market. For the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, (y) Licensee shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works, whether or not patentable (collectively, “Derivatives”), of and/or to the Licensed Materials and/or the Authorized Products, and (z) the license granted to Licensee pursuant to the Agreement does not include use of the Licensed Materials and/or any Derivatives thereto (and in no event shall Licensee use (or permit the use of) the Licensed Materials or any Derivative(s) thereto in any way), in connection with the design, development and/or manufacture of products for any market, including the Communications Market, other than the Testing and Measurement 10 Gb/s Market. 2.2. Four (i4) reticule masks have been created on or behalf of Licensor for use in connection with the manufacture of certain of the Authorized Products (the “Masks”). As of the Effective Date of this Agreement, these masks are located at the WIN and Eudyna foundries. Licensor hereby grants Licensee the right to use each of the Masks for up to three (3) engineering runs, subject to the license granted pursuant to Section 2.1 above and the other terms and conditions of this Agreement, and further subject to the following: (a) such Masks may be so used only to the extent that the applicable Mask(s) are available for use at the time which Licensee elects to exercise its right to use the applicable Mask(s), “as is” and at the location where such Mask(s) are located at the time of such request, and on a schedule to be mutually agreed by the parties, provided, however, that Licensor hereby agrees to use reasonable efforts to make such Masks available to Licensee on the schedule mutually agreed upon by the parties; (b) Licensee must obtain the prior written permission of Licensor to use the Masks for any “tape out” and (c) any Chemours Non-Exclusive Make & Sell Products, which license to make and have made (and to import and export in conjunction therewith) use of the Masks by Licensee shall be non-exclusiveat Licensee’s sole and exclusive cost and expense. 2.3. Licensor agrees that, and which (subject to Sections 2.2(a)(ii)upon Licensee’s request at any time during the Term after June 30, (iii)2008, (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) Licensor will consider any request by Licensee with respect to each Chemours Productan expansion of (a) the license set forth in Section 2.1 to the Testing and Measurement 40 Gb/s Market and/or (b) the rights granted under this Agreement for the use of the Masks for additional engineering runs, anything described on Schedule A and, at time(s) which are mutually agreed upon by the parties, meet to discuss in good faith the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; possible terms (iiiincluding compensation to Licensor) of any VF Products, which license shall be exclusive, such requested expansion; provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in no event be deemed to commit Licensor to agree to any such expansion. 2.4. Except for the Permitted VF Activities; (iv) any PV Products, which non-exclusive license shall be exclusive, provided, however, that rights expressly granted to Licensee under this Agreement with respect to the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging Licensed Materials as set forth in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (Licensor hereby reserves for itself and retains all rights in and to its property, including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a)the Licensed Materials, and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) any and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusiveall Intellectual Property Rights relating thereto.

Appears in 1 contract

Samples: License Agreement (GigOptix, Inc.)

License Grant. 2.1.1 Subject to the terms and conditions of this AgreementAgreement and to the terms and conditions of any contractual arrangements existing on the Effective Date, acting Elan hereby grants to Medi-Ject for the Term, and Medi-Ject hereby accepts, (i) an exclusive license of the Elan Intellectual Property and the Joint Intellectual Property in connection with the applications or deliveries of compounds listed on behalf of itself and its AffiliatesAppendix D, each of CHEMOURS FC (except with respect to any Retained Elan Intellectual Property, as to which Medi-Ject is being granted a non-exclusive license, (ii) a non-exclusive license of the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) Elan Intellectual Property and the CHEMOURS TT Licensed Patents Joint Intellectual Property in connection with the applications or deliveries of compounds listed on Appendix E, and (iii) subject to existing contractual rights of third parties, an exclusive license of the Elan Intellectual Property and the Joint Intellectual Property for use with respect any other compounds not listed on Appendices D or E and which are not Elan Compounds, in each case for use only as Auto-Injector Technology and in the Field for the Territory to CHEMOURS TT and its Affiliates) to develop, make, have made, manufacture, have manufactured, package, use, import, export, promote, distribute, market, offer for sale, selland sell the Devices and Products in the Field for the Territory. From time to time, importMedi-Ject may notify Elan of the intended use of the Elan Intellectual Property upon the terms and conditions contained herein, export in connection with compounds not listed on Appendix D and use:E hereof, and Elan shall as promptly as possible thereafter, notify Medi-Ject whether any of such intended uses are subject to the contractual rights of third parties previously granted by Elan. 2.1.2 For further avoidance of doubt, nothing in this license shall be deemed to (i) any Chemours Non-Exclusive Make & Sell Products, which constitute a license to make and have made (and to import and export in conjunction therewith) shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses;Elan Compounds; or (ii) with respect to each Chemours Product, anything described on Schedule A include the use of Elan Intellectual Property for uses other than as Auto-Injector Technology and in the corresponding column labelled “Excluded Products and Fields”Field for the Territory. 2.1.3 For further avoidance of doubt, which notwithstanding the license granted to Medi-Ject, Elan shall be exclusive;retain (iiiA) any VF Productsthe right to utilise or license the Elan Intellectual Property to the extent provided in Section 2.3 hereof, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities;and (ivB) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted Elan's grant of non-exclusive rights under Section 2.1(a) and otherwise exclusive; to Medi-Ject, all rights, including the rights to utilise or license, with respect to the Retained Elan Intellectual Property and (vi) anything (including products, Endwith respect to the compounds listed on Appendix E, to use of the Auto-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusiveInjector Technology in connection with such compounds.

Appears in 1 contract

Samples: License and Development Agreement (Medi Ject Corp /Mn/)

License Grant. Subject to the terms and conditions of this Agreement, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) Aravive hereby grants DuPont 3D Medicines an irrevocable, royalty-free, fully paid-up, sublicenseable exclusive (even as to the extent permitted Aravive except as provided in Section 2.2(c2.1(b) below) license, with the right to sublicense (solely as provided in Section 2.1(c)), worldwide license inunder the Aravive Technology, to Develop, Manufacture and under the CHEMOURS FC Licensed Patents have Manufactured (solely in accordance with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to makeSection 7.2), distribute, market, promote, sell, have madesold, offer for sale, sell, import, export label, package and use: (i) any Chemours Non-Exclusive Make & Sell Productsotherwise Commercialize Licensed Products in the Field in the 3D Medicines Territory. For clarity, which license to make and have made (and to import and export in conjunction therewith) no rights shall be non-exclusive, and which (subject granted to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing 3D Medicines under this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), with respect to the Development, Manufacture or Commercialization of any product containing the Licensed Compound together with one or more Drug Substances other than the Licensed Compound or use in combination with one or more Drug Substances other than the Licensed Compound. As consideration for the foregoing license and which license access to and transfers of know-how under this Agreement, 3D Medicines will make certain payments to Aravive as set out in, and subject to the terms and conditions of, Article 8. If 3D Medicines desires to conduct additional Development activities with respect to the Licensed Product or the Licensed Compound for use or potential use or benefit in the 3D Medicines Territory in the Field beyond what is so provided in the Development Plan (such as additional clinical studies in support of label expansion into new indications in the Field, additional studies in support of new formulations of the Licensed Compound, and the like, in all cases (“New Studies”)), then 3D Medicines shall provide Aravive with a written detailed plan and budget for such New Studies (a “Development Proposal”). Within [***] of receipt of any such Development Proposal, the JSC shall meet to review the Development Proposal and permit Aravive the opportunity to ask questions and request additional information from 3D Medicines related to the New Studies and associated plan and budget, including whether Data generated under such New Studies are reasonably likely to have a material and adverse effect on the Development or Commercialization of the Licensed Compound or Licensed Product in the Aravive Territory. For clarity, such Development Proposal shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under subject to approval of the JSC in accordance with Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive3.2.

Appears in 1 contract

Samples: Collaboration and License Agreement (Aravive, Inc.)

License Grant. Subject to a. As of the terms and conditions date of this Agreement, acting and conditioned upon the simultaneous execution and delivery of the Purchase Agreement, and further conditioned upon the payment by LICENSEE and receipt by MagneGas of the Purchase Price on behalf of itself and its Affiliatesthe terms provided for in the Purchase Agreement, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) LICENSOR hereby grants DuPont an irrevocableto LICENSEE, royalty-free, fully paid-up, sublicenseable for a term of ten (to 10) years from the extent permitted Commissioning Date (as defined in Section 2.2(c)the Purchase Agreement) unless earlier terminated as provided herein (the “Term”), worldwide and LICENSEE hereby accepts, a license into use the IP to manufacture, market, distribute and sell the Licensed Products in the Territory. b. LICENSOR hereby grants to LICENSEE, for the Term, and under the CHEMOURS FC Licensed Patents (with respect LICENSEE hereby accepts, a license to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to makeuse, manufacture, have made, offer for salemanufactured, sell, importdistribute and advertise the Licensed Products in the Territory. c. As stated in Exhibit “A”, export the license granted to LICENSEE herein is only for the manufacture, marketing, distribution and use:sale of MagneGas fuel for use in metal cutting or welding and additionally includes sterilization applications. This license specifically excludes co-combustion. (i) any Chemours Non-Exclusive Make & Sell Products, which d. The license granted herein to make and have made (and to import and export in conjunction therewith) LICENSEE shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be a non-exclusive license for the full term hereof, and shall be exclusive only for the period stated in, and in accordance with the terms specified on, Exhibit “A”. e. The parties agree that this license shall pertain only to the IP and the Licensed Products and does not extend to any other xxxx, product or service. f. LICENSEE may not grant any sublicenses to any third party without the prior express written consent of LICENSOR. g. LICENSEE shall not make or authorize any use, direct or indirect, of the IP and/or the Licensed Products outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Product, anything described on Schedule A Territory or for purposes other than those expressly provided in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses . h. LICENSEE will not knowingly sell the Licensed Products to persons who intend or activities) not exclusively licensed are likely to CHEMOURS FC and CHEMOURS TT resell them outside of the Territory or for purposes other than those allowed under Section 2.1(a), and which the license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusivein this Agreement.

Appears in 1 contract

Samples: Distribution and License Agreement (Magnegas Corp)

License Grant. Subject to payment of applicable license fees, Licensor grants to you a non-exclusive license to use the terms Software and conditions accompanying documentation ("Documentation") in the manner described in Part IV below under "Scope of Grant." Unless you have purchased a subscription for the Software, the license granted under this Agreement, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect Agreement does not grant you any right to any enhancement or update to the CHEMOURS FC Licensed Patents) Software. Licensor hereby represents and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and use: warrants that (i) any Chemours Non-Exclusive Make & Sell Products, which it has title to the Software and has the right to grant this license to make you; (ii) the granting of this license will not infringe any patent, copyright, trade-xxxx, trade secret or other proprietary right of any person; (iii) all maintenance, repair and have made (and to import and export in conjunction therewith) support services provided by Licensor shall be non-exclusive, performed in a diligent and which (subject professional manner by duly trained employees of Licensor that have the requisite experience to Sections 2.2(a)(ii), (iii), provide the required services; (iv) the Software does not and (vi)) license will not contain any backdoor, time bomb, drop dead device or other software routine designed to offer for sale, sell disable the Program automatically with the passage of time or under the positive control of any person other than you; and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage FieldSoftware does not and will not contain any virus, subject Trojan horse worm or other software routines designed to such other terms disable, erase or otherwise harm the Software, your hardware or data, or permit unauthorized access or to perform any similar actions. Licensor shall defend, indemnify and conditions as are mutually agreed in writing between save you, your partners, employees, authorized representatives and associated entities, harmless from and against any liability, costs, loss, or expense of any kind arising out of or based on any claim, demand or action against you alleging that the applicable Parties in the Energy Storage Collaboration Agreement Software Product or any portion thereof as furnished under this Agreement and used within the scope of this license infringes the copyright, patent, trade-xxxx, trade secret or other agreement between proprietary right of a third party. Without limitation, Licensor shall pay any costs, damages or award of settlement, including legal fees and court costs, arising out any such claim, demand or action, provided that you shall promptly give notice of any such claim, demand or action to Licensor and accord to Licensor the applicable Parties specifically referencing this Agreementdirection of the defense thereof and reasonably consent to any settlement of such claim, anything (including products, End-Uses demand or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusiveaction.

Appears in 1 contract

Samples: End User Sales Agreement

License Grant. Subject [If the technology includes research tool applications, diagnostics genomics or diagnostic proteomics, then Tech Venture’s general practice would be to license the right to sell either exclusively or non-exclusively, but the right to make and to use would be licensed only non-exclusively to ensure broad availability of the technology. And if the right to sell is exclusively licensed, then we prefer to add a sentence committing the company to sublicense or sell the product for 'commercially- reasonable terms'. Consequently, the grant clause may need to be parsed into multiple grants depending upon the rights granted for each of several sub-field.] a. Columbia grants to the Company and any Affiliate thereof, upon and subject to all the terms and conditions of this Agreement, acting on behalf of itself and its Affiliates, each of CHEMOURS FC Agreement (with respect to the CHEMOURS FC Licensed Patentsincluding Section 3 hereof): (i) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide exclusive license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to makediscover, develop, manufacture, have made, offer for saleuse, sell, offer to sell, have sold, import, export export, distribute, rent or lease Products in the Field and throughout the Territory; (ii) a non-exclusive license to use Technical Information to discover, develop, manufacture, have made, use, sell, offer to sell, have sold, import, export, distribute, rent or lease Products in the Field and throughout the Territory; and (iii) an exclusive license to use Materials to discover, develop, manufacture, have made, use, sell, offer to sell, have sold, import, export, distribute, rent or lease Products in the Field and throughout the Territory. b. Columbia grants to Company the right to grant sublicenses, provided that: (i) the Sublicensee agrees to abide by and be subject to all the terms and provisions of this Agreement applicable to the Company; (ii) the Sublicensee shall have no further right to grant sublicenses under this Agreement; (iii) in the event any Chemours Non-Exclusive Make & Sell ProductsSublicensee (or any entity or person acting on its behalf) initiates any proceeding or otherwise asserts any claim challenging the validity or enforceability of any Patent in any court, which license to make and have made (and to import and export in conjunction therewith) shall be non-exclusiveadministrative agency or other forum, Company shall, upon written request by Columbia, terminate forthwith the sublicense agreement with such Sublicensee, and which (subject to Sections 2.2(a)(ii), (iii), the sublicense agreement shall provide for such right of termination by Company; (iv) the sublicense agreement shall provide that, in the event of any inconsistency between the sublicense agreement and this Agreement, this Agreement shall control; (v) the Sublicensee will submit quarterly reports to Company consistent with the reporting provision of Section 5a herein; (vi) Company remains fully liable for the performance of its and its Sublicensee’s obligations hereunder; (vii) Company notifies Columbia of any proposed grant of a sublicense and provides to Columbia, upon request, a copy of any proposed sublicense agreement seven (7) business days prior to execution thereof; and (vi)viii) no such sublicense or attempt to obtain a sublicensee shall relieve Company of its obligations under Section 6 hereof to exercise its own commercially reasonable efforts, directly or through a sublicense, to discover, develop and market Products, nor relieve Company of its obligations to pay Columbia any and all license fees, royalties and other payments due under the Agreement, including but not limited to offer for saleunder Sections 4, sell 5 and use (and to import and export in conjunction therewith) shall be non-exclusive outside 11 of the Chemours Exclusive Make & Sell End-Uses;Agreement. c. All rights and licenses granted by Columbia to Company under this Agreement are subject to (i) any limitations imposed by the terms of any government grant, government contract or government cooperative agreement applicable to the technology that is the subject of this Agreement, and (ii) with respect applicable requirements of 35 U.S.C. Sections 200 et seq., as amended, and implementing regulations and policies. Without limitation of the foregoing, Company agrees that, to each Chemours Productthe extent required under 35 U.S.C. Section 204, anything described on Schedule A any Product used, sold, distributed, rented or leased by Company, Sublicensees, Designees, and their Affiliates in the corresponding column labelled “Excluded Products and Fields”, which license shall United States will be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging manufactured substantially in the Permitted VF Activities; (iv) any PV ProductsUnited States. In addition, which license shall be exclusiveCompany agrees that, provided, however, that to the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT extent required under 35 U.S.C. Section 2.1(a202(c)(4), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT the United States government is granted nona nonexclusive, nontransferable, irrevocable, paid-exclusive up license to practice or have practiced for or on behalf of the United States any Patent throughout the world. d. All rights not specifically granted herein are reserved to Columbia. Except as expressly provided under this Section 2.1(a) and otherwise exclusive; and (vi) anything (including products2, End-Uses no right or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non(expressly or by implication or estoppel) by Columbia to Company or its Affiliates or Sublicensees under any tangible or intellectual property, materials, patent, patent application, trademark, copyright, trade secret, know-exclusive rights under Section 2.1(a) and otherwise exclusivehow, technical information, data or other proprietary right.

Appears in 1 contract

Samples: Exclusive License Agreement

License Grant. Subject to the terms and conditions of this Agreement, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patentsa) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) Licensor hereby grants DuPont an irrevocableto Licensee the exclusive, royalty-free, fully paid-upperpetual right and license to use the Xxxx throughout the world but expressly excluding the United States (including its territories and possessions) and Canada (the "Territory") on and in connection with the manufacture, sublicenseable distribution or sale of pet food products (the "Licensed Products"), including, but not limited to, on packaging, in trade materials, in print, television and radio advertising and any and all other uses related to the extent permitted in Section 2.2(c))manufacture, worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and use: (i) any Chemours Non-Exclusive Make & Sell Products, which license to make and have made (and to import and export in conjunction therewith) shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside distribution or sale of the Chemours Exclusive Make & Sell End-Uses; (ii) Licensed Products. Without limiting the foregoing, Licensee shall have the right to use the Xxxx either as a primary brand, subbrand, maker's xxxx or otherwise in connection with respect to each Chemours Product, anything described on Schedule A Licensed Products in the corresponding column labelled “Excluded Products any and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, all channels of distribution provided, however, Licensee agrees that it will not use the foregoing Xxxx with any trademark owned by any entity other than Licensor, except as a corporate identifier. (b) Licensee shall have no right to the Xxxx or to make, use or sell any products utilizing the Xxxx (or any reproduction, counterfeit, copy or colorable imitation thereof) other than as expressly granted in this Agreement. Furthermore, Licensee is aware that Licensor has no history of sale or distribution of products using the Xxxx in certain areas of the Territory and that conflicting use or registrations of the Xxxx in the Territory may prevent the use or registration of the Xxxx in jurisdictions in the Territory, including, but not limited in those jurisdictions listed on Schedule A. (c) Licensor and Licensee each expressly acknowledge and agree that nothing in this Agreement gives the other any rights to or interest in any product specifications, recipes or other proprietary materials related to any products in connection with which the Xxxx is used by the other party and all such information shall be considered confidential information subject to Section 11. (d) Subject to the prior written approval of Licensor, which shall not restrict CHEMOURS FC be unreasonably withheld, Licensee may sublicense the Xxxx or CHEMOURS TT (utilize the services of third party manufacturers to produce the Licensed Products to be sold by Licensee or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, its approved sublicensees; provided, however, that the foregoing shall not restrict CHEMOURS FC no consent of Licensor is necessary to grant a sublicense to a parent or CHEMOURS TT (affiliate of Licensee or their respective permitted Chemours Sublicensees) from engaging to use a parent or affiliate of Licensee as a third party manufacturer. However, in the Permitted PV Activities; event Licensee desire to grant a sublicense to a third party who is a major branded competitor or affiliated to a major branded competitor of Licensor, its subsidiaries or its affiliates, Licensee shall notify Licensor in writing of the proposed sublicensee and the material terms of the proposed sublicense and Licensor shall have a right of first refusal to enter into an agreement with Licensee on substantially the same terms and conditions. Within ten (v10) business days of receipt of the relevant notice, Licensor shall either notify Licensee of its intention to exercise its right of first refusal or consent to the proposed sublicense and sublicensee on the terms contained in the Energy Storage Fieldrelevant notice from Licensee. Subject to Licensor's written approval, subject Licensee will assure that there are adequate quality control provisions in any third party manufacturer agreement or sublicense. Subject to Licensor's written approval, Licensee shall take all steps reasonably necessary to enforce and implement such other terms quality control provisions. Licensee will not distribute or permit any of its sublicensees to distribute any Licensed Products which are not produced in compliance with the standards and conditions as are mutually agreed procedures set forth in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive2 below.

Appears in 1 contract

Samples: Trademark License Agreement (Windy Hill Pet Food Co Inc)

License Grant. Subject As of the Closing Date and subject to the terms and conditions of this Agreement, acting on behalf Licensor hereby grants to HSI: (a) for the period of itself and its Affiliatesfour (4) years from the Closing Date (“Initial Term”), each of CHEMOURS FC exclusive (with respect including to the CHEMOURS FC Licensed Patentsexclusion of Licensor) within the Territory, non-transferable (except as permitted under Section 10.12 of this Agreement), right and CHEMOURS TT (with respect license under and to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (Intellectual Property to the extent permitted in Section 2.2(c)), worldwide license in, to copy and under the CHEMOURS FC use any such Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) Intellectual Property to make, have made, offer for saleuse, sell, importlease and otherwise dispose of or commercially exploit products or services in the Business using or containing the Licensed Intellectual Property, export and use: provided that such products or services are solely used within the Territory (as such phrase is hereinafter defined). For purpose of clarity, during the Initial Term, products that are made with the Licensed Intellectual Property cannot be sold or distributed (i) by HSI (or any Chemours Non-Exclusive Make & Sell Productsof its successors or licensees or HSI Affiliates) outside the Territory or (ii) by Licensor (or any of its successors or licensees or Licensor Affiliate) inside the Territory. For avoidance of doubt, which license to make products that are manufactured in Korea but used outside of Korea shall not qualify as products “used within the Territory,” and have made (and to import and export in conjunction therewith) where a product is used shall be determined by the site of the original installation of the product. Notwithstanding the foregoing, nothing in this Section 2 shall be interpreted to allow HSI and/or any HSI Affiliate(s) to directly or indirectly, compete with Licensor or Licensor Affiliates in violation of the covenant not to compete outside the Territory in Section 5.08 of the Asset Purchase Agreement or to allow Licensor and/or any Licensor Affiliate(s) to directly or indirectly compete with HSI or HSI Affiliates in violation of the covenant not to compete within the Territory in such Section; (b) for the Initial Term, non-exclusive, and which non-transferable (subject to Sections 2.2(a)(iiexcept as permitted under Section 10.12 of this Agreement), (iii)worldwide right and license under and to the Licensed Intellectual Property, (iv) and (vi)) license to offer for sale, sell copy and use any such Licensed Intellectual Property to make, have made, use, sell, lease and otherwise dispose of or commercially exploit products or services in the Business using or containing the Licensed Intellectual Property to the extent (and only to import the extent) reasonably required in connection with complying with and export enforcing contractual obligations to and of customers outside the Territory pursuant to agreements listed in conjunction therewithSection 5.08(a) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect Disclosure Schedule to each Chemours Product, anything described the Asset Purchase Agreement in effect on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that date of the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Asset Purchase Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vic) anything after the Initial Term, perpetual, non-exclusive, non-transferable (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT except as permitted under Section 2.1(a10.12 of this Agreement), which worldwide right and license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and to the Licensed Intellectual Property, to copy and use any such Licensed Intellectual Property to make, have made, use, sell, lease and otherwise exclusivedispose of or commercially exploit products or services in the Business using or containing the Licensed Intellectual Property.

Appears in 1 contract

Samples: Asset Purchase Agreement (Utstarcom Inc)

License Grant. Subject to the terms and conditions of this Agreement, acting on behalf of itself 2.1 Seller hereby grants Buyer and its AffiliatesAffiliates a fully paid-up, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an perpetual, irrevocable, royalty-free, fully paidnon-up, sublicenseable sublicensable (to the extent permitted except as set forth in Section 2.2(c5), non-transferable (except as set forth in Section 5), nonexclusive, worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, selluse, import, export sell or offer to sell and otherwise exploit the Licensed Product Line. 2.2 Buyer hereby grants Seller and any Seller wholly-owned subsidiary a fully paid-up, perpetual, irrevocable, royalty-free, non-sublicensable (except as set forth in Section 5), non-transferable (except as set forth in Section 5), nonexclusive, worldwide license under the Transferred Patents and Continuations to make, have made, use, import, sell or offer to sell and otherwise exploit any product within the Licensed Field. For clarity and without limitation of any other provision herein, in the event that Buyer files any patent applications directed to an improvement to the claimed subject matter of any of the Transferred Patents, no rights or licenses are granted from Buyer to Seller to such applications or any patents issuing therefrom. 2.3 Without limiting any other license or covenant hereunder or under the Asset Purchase Agreement: (i) any Chemours Non-Exclusive Make & Sell Products, which license to make 2.3.1 Seller hereby covenants and have made (and to import and export in conjunction therewith) shall be non-exclusiveagrees not to, and which agrees to cause its Affiliates not to, institute, prosecute, authorize, assist, fund or support any claim of infringement (subject to Sections 2.2(a)(iidirect or indirect, including contributory or inducement infringement), misappropriation or other violation of any Intellectual Property (iii)other than Trademarks) owned or controlled by Seller or any of its Affiliates against Buyer, (iv) and (vi)) license to offer for saleits Affiliates, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) or its or their customers, distributors, joint development partners or joint ventures with respect to each Chemours Productthe Licensed Product Line and Transferred Technology, anything described on Schedule A in existing as of the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, Effective Date; provided, however, that the foregoing joint development partners or joint ventures, as used in this Section 2.3.1, shall not restrict CHEMOURS FC include those Persons set forth on Attachment B hereto. 2.3.2 With respect to any Seller Improvements made or CHEMOURS TT that have been made on or prior to twenty four (24) months after the Effective Date, Seller hereby covenants and agrees not to, and agrees to cause its Affiliates not to, institute, prosecute, authorize, assist, fund or support any claim of infringement (direct or indirect, including contributory or inducement infringement), misappropriation or other violation of any Intellectual Property (other than Trademarks) owned or controlled by Seller or any of its Affiliates in or to such Seller Improvements against Buyer, its Affiliates, or its or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) customers, distributors, joint development partners or joint ventures with respect to any PV Productsproduct, which license shall be exclusiveservice, method or process whatsoever; provided, however, that the foregoing joint development partners or joint ventures, as used in this Section 2.3.2, shall not restrict CHEMOURS FC include those Persons set forth on Attachment B hereto. 2.4 No right or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights by Seller or Buyer herein by implication or otherwise under Section 2.1(a) and otherwise exclusive; and (vi) anything (including productsany patent, End-Uses patent application or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a)patent claim, which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusiveexcept as specifically provided herein.

Appears in 1 contract

Samples: Patent Cross License Agreement (Violin Memory Inc)

License Grant. (a) Subject to the terms and conditions of this Agreement, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) Array hereby grants DuPont to Novartis an irrevocableexclusive, royaltysub-free, fully paid-up, sublicenseable licensable (to the extent permitted in pursuant to Section 2.2(c))2.2) license, worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect Array Technology and Array’s interest in any Joint Technology to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to research, Develop, make, have made, offer for sale, selluse, import, export and use: (i) any Chemours Non-Exclusive Make & Sell Products, which license to make and have made (and to import and export in conjunction therewith) shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use otherwise Commercialize, or to have any of the foregoing done on its behalf (as provided in Section 2.2), the Array Compounds and Products in the Territory. It is understood that with respect to XXXX-000, XXXX-000, Related Compounds of ARRY-162 and ARRY-300, as well as the AZ Non-ROFD Compounds and Related Compounds of the AZ Non-ROFD Compounds, the foregoing license shall extend to the entire Field, including the Ex-Oncology Field. With respect to all other Array Compounds, the foregoing license shall extend to the entire Field other than the Ex-Oncology Field unless and until any such Array Compound becomes an AZ Non-ROFD Compound, at which time the foregoing license with respect to such AZ Non-ROFD Compound shall extend to the entire Field, provided that, notwithstanding the foregoing, Array agrees that it will not license such other Array Compounds at any time to any Third Party (other than to AZ as a result of a request by Novartis under Section 14.3(a)(vii) that Array trigger the Right of First Discussion under the AZ Agreement). (b) Subject to the terms and conditions of this Agreement and to import the extent not inconsistent with Array’s obligations under the AZ Agreement, Array hereby grants to Novartis an exclusive, sub-licensable (to the extent permitted pursuant to Section 2.2) license, under the Patent Rights and export Know-How, in conjunction therewith) shall be non-exclusive outside each case that are Controlled by Array, including Array’s interest in any Joint Technology, to research, Develop, make, use, import, offer for sale, sell and otherwise Commercialize, or to have any of the Chemours Exclusive Make & Sell Endforegoing done on its behalf (as provided in Section 2.2), the AZ Candidate Drugs and AZ Licensed Products in the Ex-Uses;Oncology Field in the Territory. (iic) For the avoidance of doubt, the foregoing licenses are exclusive to Novartis and Array has no retained rights with respect to the Array Compounds and Products in the Field in the Territory, except for (i) with respect to each Chemours ProductArray Compounds which are AZ Compounds (other than AZ Non-ROFD Compounds), anything described on Schedule A in the corresponding column labelled “Excluded Products rights necessary to comply to the extent applicable with the Right of First Discussion under Section 4.4 of the AZ Agreement and Fields”, which with the terms of any license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject granted to AZ pursuant to such other Right of First Discussion, and (ii) the activities to be undertaken by or on behalf of Array pursuant to the terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing of this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive.

Appears in 1 contract

Samples: License Agreement (Array Biopharma Inc)

License Grant. Subject 3.1 IBM hereby grants to Chartered, under its trade secret, know-how, copyright, and mask work rights, xxxxx, license to use Copper/Related FEOL Technology for the purpose of researching, developing, engineering, manufacturing, using, operating, marketing, selling, servicing and otherwise disposing of Integrated Circuits and/or Semiconductor Products, including researching, developing, engineering, manufacturing, operating, servicing and otherwise using process technologies for semiconductor devices, and such license shall include the right to make derivatives of such information (including Derivative Processes) for such uses. In the case of copyrightable materials, such license includes the right to reproduce, create derivative works of, distribute, use, execute, and display and perform (publicly and otherwise) such copyrightable materials to the extent consistent with the provisions of Section 4. In the case of mask work rights, such license includes the right to use any process-related mask design information provided to CHARTERED (e.g. kerf test structures) and create derivative works thereof. CHARTERED shall have the right to sublicense its rights and shall have the right to have Third Parties exercise the licenses granted herein on behalf of CHARTERED under this Section 3.1, but such sublicensing is permitted only to the extent such sublicensing is consistent with Section 4. For the avoidance of doubt, CHARTERED shall have the same rights and obligations in and to Derivative Processes as it does for Copper/Related FEOL Technology hereunder. 3.2 IBM agrees to not unreasonably withhold the granting, upon request by CHARTERED or by a recipient to whom disclosure has been made pursuant to Section 4, of a non-exclusive license under IBM's patents, under reasonable and non-discriminatory terms and conditions conditions, to the extent necessary for CHARTERED or such recipient to utilize the disclosed information for the purposes set forth in this Agreement. 3.3 CHARTERED shall be free to use and disclose the residuals of Copper/Related FEOL Technology for any purpose, including use in the development, manufacture, marketing, and maintenance of any products and services. The term "residuals" means that information in non-tangible form that may be mentally retained by those Representatives of a Party who have had access to Copper/Related FEOL Technology pursuant to this Agreement. For the avoidance of doubt, residuals includes solely those general aspects of Copper/Related FEOL Technology that become part of the knowledge base of such Representatives, and this Section 3.3 shall not be interpreted as permitting such Representatives to disclose specific aspects of such information other than as set forth in Sections 3 and 4 of this Agreement. The Parties agree that the receipt of Copper/Related FEOL Technology shall not create any obligation in any way limiting or restricting the assignment and/or reassignment of CHARTERED's Representatives within CHARTERED, acting on behalf its Wholly Owned Subsidiaries, or any Chartered Jointly Owned Facilities. For the avoidance of itself and its Affiliatesdoubt, each of CHEMOURS FC (with respect the foregoing residuals grant shall also apply to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and use: (i) any Chemours Non-Exclusive Make & Sell Productsemployees of Chartered Jointly Owned EXECUTION DRAFT November 26, which license to make and have made (and to import and export in conjunction therewith) shall be non-exclusive2002 Facilities, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Product, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, employees of other owners of such Chartered Jointly Owned Facilities; provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Productscase of such employees of other owners of such Chartered Jointly Owned Facilities, which license disclosure of residuals shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive4.

Appears in 1 contract

Samples: License Agreement (Chartered Semiconductor Manufacturing LTD)

License Grant. Subject to the terms and conditions of this Agreement, acting on behalf of itself and its Affiliateswithout additional consideration, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patentsi) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) TCR2 hereby grants DuPont an to HARPOON a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-uppaid up license under the Licensed TCR2 Patent Rights, sublicenseable (with the right to the extent permitted grant sublicenses as set forth in Section 2.2(c)), worldwide license in2.2, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to research, develop, make, have made, use, sell, have sold, offer for sale, to sell, import, export export, commercialize or otherwise exploit Products containing the Base BCMA Binder, itself and use: through its Affiliates and Third Parties; (iii) any Chemours Non-Exclusive Make & Sell ProductsHARPOON hereby grants to TCR2 a perpetual, which license to make and have made (and to import and export in conjunction therewith) shall be irrevocable, non-exclusive, worldwide, royalty-free, fully paid up license under the Licensed HARPOON Patent Rights, with the right to grant sublicenses as set forth in Section 2.2, to research, develop, make, have made, use, sell, have sold, offer to sell, import, export, commercialize or otherwise exploit Products containing Base MSLN Binders, itself and which (subject to Sections 2.2(a)(ii), through its Affiliates and Third Parties; and (iii)) HARPOON hereby grants to TCR2 a perpetual, (iv) and (vi)) license to offer for saleirrevocable, sell and use (and to import and export in conjunction therewith) shall be non-exclusive, worldwide, royalty-free, fully paid up, non-exclusive outside license, with the right to grant sublicenses as set forth in Section 2.2, to use the know-how that is set forth on Exhibit E hereto. For the avoidance of the Chemours Exclusive Make & Sell End-Uses; (ii) doubt, HARPOON does not grant to TCR2 any rights or licenses whatsoever with respect to each Chemours Productany HARPOON Improved BCMA Binders or Products containing the Base BCMA Binder or any HARPOON Improved BCMA Binders, anything described on Schedule A in the corresponding column labelled “Excluded Products and Fields”, which license HARPOON shall be exclusive; not update Exhibit E (iii) any VF Products, which license shall be exclusive, provided, however, such that the foregoing know how that is being licensed by HARPOON to TCR2 hereunder, is limited to the know how that is set forth on Exhibit E as of the Effective Date). It is understood and agreed that TCR2 shall not restrict CHEMOURS FC use the know-how that is licensed hereunder in any way that would preclude or CHEMOURS TT (prevent HARPOON from being able to use any of the licensed know how without restriction, or their respective permitted Chemours Sublicensees) from engaging that would otherwise impair HARPOON’s ability to use any of the licensed know-how without restriction. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Permitted VF Activities; (iv) any PV ProductsSecurities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusiveamended.

Appears in 1 contract

Samples: License Agreement (Harpoon Therapeutics, Inc.)

License Grant. Subject (a) During the Term (as defined in Section 8 below) and subject to payment of the licensing fee in the amount of Two Million Two Hundred Thousand Dollars ($2,200,000.00) as provided in Section 2.5 of the Purchase Agreement, the receipt of which Licensor hereby acknowledges, Licensor hereby grants to Licensee the exclusive right and license to use the Xxxx throughout the world (the "Territory") on and in connection with the manufacture, distribution or sale of dry and/or semi-moist pet food products (the "Licensed Products"), including, but not limited to, on packaging, in trade materials, in print, television and radio advertising and any and all other uses related to the terms and conditions of this Agreementmanufacture, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and use: (i) any Chemours Non-Exclusive Make & Sell Products, which license to make and have made (and to import and export in conjunction therewith) shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside distribution or sale of the Chemours Exclusive Make & Sell End-Uses; (ii) Licensed Products. Without limiting the foregoing, Licensee shall have the right to use the Xxxx either as a primary brand, subbrand, maker's xxxx or otherwise in connection with respect to each Chemours Product, anything described on Schedule A Licensed Products in the corresponding column labelled “Excluded Products any and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, all channels of distribution provided, however, Licensee agrees that it will not use the foregoing Xxxx with any trademark owned by any entity other than Licensor, except as a corporate identifier. (b) Licensee shall not restrict CHEMOURS FC have no right to the Xxxx or CHEMOURS TT to make, use or sell any products utilizing the Xxxx (or their respective permitted Chemours Sublicenseesany reproduction, counterfeit, copy or colorable imitation thereof) from engaging other than as expressly granted in this Agreement. Furthermore, Licensee is aware that Licensor has no history of sale or distribution of products using the Permitted VF Activities;Xxxx or any registration of the Xxxx in any jurisdiction other than the United States and that conflicting use or registrations of the Xxxx outside the United States may prevent the use or registration of the Xxxx in jurisdictions outside the United States. (ivc) Licensor and Licensee each expressly acknowledge and agree that nothing in this Agreement gives the other any PV Productsrights to or interest in any product specifications, recipes or other proprietary materials related to any products in connection with which license the Xxxx is used by the other party and all such information shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, considered confidential information subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive12.

Appears in 1 contract

Samples: Trademark License Agreement (Windy Hill Pet Food Co Inc)

License Grant. Subject to the terms and conditions set forth in this Agreement: 2.1 ABI grants to Taiho a license under the Technology to (A) use, market, distribute, import, sell and offer to sell the Product in the Oncology Field in the Territory, and (B) under the direction of the Steering Committee pursuant to Section 12, to conduct clinical trials (and/or if approved by ABI, preclinical studies) of Products in Asia to facilitate obtaining Regulatory Approval of Products in the Oncology Field in the Territory. Taiho’s license is exclusive within the Territory, even as against ABI, and its license under clause (B) is non-exclusive in Asia outside the Territory. Upon Taiho’s request and at Taiho’s expense, in connection with clause (B) above, ABI agrees to use Commercially Reasonable Efforts to enable Taiho, and to obtain the cooperation and assistance of ABI’s licensees in countries in Asia outside the Territory to enable Taiho, to conduct clinical trials of the Product in such countries, including e.g. obtaining for Taiho the right to reference the IND and NDA, if any, for the Product filed by any such licensees. 2.2 Taiho has the right to grant and authorize sublicenses to third parties in accordance with and subject to the terms of the license granted to Taiho under this Agreement; provided however, that any sublicense and the relevant sublicense agreement will be subject to ABI’s review and prior written approval, which approval shall not be unreasonably withheld or delayed. Even if, having first obtained ABI’s approval, Taiho sublicenses the license granted under this Agreement, Taiho will remain responsible to ABI for the performance of all its obligations under this Agreement and for any breach of the obligations to ABI under this Agreement whether the breach is caused by Taiho or any sublicensee. 2.3 Except as otherwise agreed to in writing by the Parties: (A) Taiho’s license is limited to the Territory, and no Taiho Party may directly or indirectly (through distributors, licensees or otherwise) market, distribute, sell or offer to sell the Product outside the Territory, nor may any Taiho Party directly or indirectly market, distribute, sell or offer to sell the Product to anyone that it has knowledge intends to, or reasonably believes intends to, directly or indirectly market, distribute, sell or offer to sell the Product outside the Territory; except Taiho may, under the direction of the Steering Committee pursuant to Section 12, conduct clinical trials of Products in Asia for purposes of the Territory. (B) (***). (C) (***). (D) (***). 2.4 Except as expressly provided in Section 14, nothing in this Section 2 or otherwise in this Agreement will confer any right to use in advertising, publicity or other promotional activities any name, trademark or trade name of any ABI Party. 2.5 ABI hereby expressly reserves the right to practice, and to grant licenses and sublicenses, under the Technology for any and all purposes that fall outside of the scope of the licenses granted to Taiho hereunder. No right or license under any Proprietary Rights of any ABI Party is or shall be granted by implication. All such rights or licenses are or shall be granted only as expressly provided in the terms of this Agreement, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect . Taiho shall not have the right to use or authorize the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliates) to make, have made, offer for sale, sell, import, export and use: (i) any Chemours Non-Exclusive Make & Sell Products, which license to make and have made (and to import and export in conjunction therewith) shall be non-exclusive, and which (subject to Sections 2.2(a)(ii), (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside of the Chemours Exclusive Make & Sell End-Uses; (ii) with respect to each Chemours Product, anything described on Schedule A Technology for any purpose other than as expressly set forth in the corresponding column labelled “Excluded Products and Fields”, which license shall be exclusive; (iii) any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted VF Activities; (iv) any PV Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive.

Appears in 1 contract

Samples: License Agreement (New Abraxis, Inc.)

License Grant. Subject Licensor hereby grants to Triangle a transferable, sublicensable, unlimited, worldwide, exclusive license (the "Exclusive License"): (a) to fully exploit all rights, title and interest to the terms Patent Rights and conditions any applicable items referenced in Section 3(o) of this either Consulting Agreement, acting on behalf of itself and its Affiliates, each of CHEMOURS FC (with respect to the CHEMOURS FC Licensed Patents) and CHEMOURS TT (with respect to the CHEMOURS TT Licensed Patents) hereby grants DuPont an irrevocable, royalty-free, fully paid-up, sublicenseable (to the extent permitted in Section 2.2(c)), worldwide license in, to and under the CHEMOURS FC Licensed Patents (with respect to CHEMOURS FC and its Affiliates) and the CHEMOURS TT Licensed Patents (with respect to CHEMOURS TT and its Affiliatesb) to make, have made, offer for saleuse, sellmarket, importdistribute and sell Licensed Products and Orphan Drugs. Licensor hereby grants to Triangle a transferable, export and use: (i) any Chemours Non-Exclusive Make & Sell Productssublicensable, which license to make and have made (and to import and export in conjunction therewith) shall be non-exclusiveunlimited, and which (subject to Sections 2.2(a)(ii)worldwide, (iii), (iv) and (vi)) license to offer for sale, sell and use (and to import and export in conjunction therewith) shall be non-exclusive outside license (together with the Exclusive License, the "License") to fully exploit all rights, title and interest to any inventions, formulae, ideas, manufacturing processes, intermediates, precursors, cell lines, reagents, uses, methods of use, techniques, know-how, data, information, improvements, modifications or derivatives, whether or not patentable or now existing, related to the Chemours Exclusive Make & Sell End-Uses; Patent Rights (ii) with respect the "Technology"), including, without limitation, any and all patent rights, copyrights, trade secret rights and other rights in connection therewith (the "Proprietary Rights"). Triangle shall have the right to each Chemours Product, anything described on Schedule A extend the License granted herein to any Affiliate or sublicensee. The defined terms "Technology" and "Proprietary Rights" under this Agreement shall include all technology and/or "Rights" (as defined in the corresponding column labelled “Excluded Products Consulting Agreements) owned or licensed by Licensor and Fields”not assigned to Triangle under the Consulting Agreements, which license shall be exclusive; but only (iiiA) to the extent not prohibited by the Patent Policy, and (B) to the extent that any VF Products, which license shall be exclusive, provided, however, that the foregoing shall not restrict CHEMOURS FC "Rights," "Inventions" or CHEMOURS TT "Results" (or their respective permitted Chemours Sublicensees) from engaging as defined in the Permitted VF Activities; Consulting Agreements) assigned to Triangle under the Consulting Agreements are (iv1) any PV Productsbased on, which license shall incorporate, or are improvements or derivatives of, or (2) cannot be exclusivereasonably made, providedused, howeverreproduced and distributed without using or violating, that the foregoing shall not restrict CHEMOURS FC or CHEMOURS TT (or their respective permitted Chemours Sublicensees) from engaging in the Permitted PV Activities; (v) in the Energy Storage Field, subject to such other terms and conditions as are mutually agreed in writing between the applicable Parties in the Energy Storage Collaboration Agreement or any other agreement between the applicable Parties specifically referencing this Agreement, anything (including products, End-Uses or activities) not exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), and which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusive; and (vi) anything (including products, End-Uses or activities) not expressly exclusively licensed to CHEMOURS FC and CHEMOURS TT under Section 2.1(a), which license shall be non-exclusive where CHEMOURS FC or CHEMOURS TT is granted non-exclusive rights under Section 2.1(a) and otherwise exclusivetechnology and/or "Rights."

Appears in 1 contract

Samples: License Agreement (Triangle Pharmaceuticals Inc)

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