License Grants to Licensee. 2.1.1 Subject to Section 2.3 and the other terms and conditions of this Agreement, NovaDel hereby grants to Licensee and Licensee accepts, a non-transferable (except as provided in Article 12), sublicensable (only as provided in Section 2.5), royalty-bearing, worldwide, exclusive right and license under the Licensed Technology to Exploit the Licensed Product in the Territory, to the full end of the Term for which the Licensed Technology is licensed, unless sooner terminated as herein after provided.
2.1.2 Subject to Section 2.3 and the other terms and conditions of this Agreement, NovaDel hereby grants to Licensee and Licensee accepts, a non-transferable (except as provided in Article 13), sublicensable (only as provided in Section 2.4), royalty-bearing, non-exclusive right and license under the Licensed Trademarks for the sole purpose of using such Licensed Trademarks to market, distribute and sell the Licensed Product licensed under Section 2.1.1 in the Territory, to the full end of the Term for which the Licensed Product are licensed, unless sooner terminated as hereinafter provided.
License Grants to Licensee. Subject to the terms and conditions of this Agreement and Section 2.8 below, Licensor hereby grants to Licensee the following:
License Grants to Licensee. 8.1.1 Subject to the terms and conditions set forth in this Agreement, POZEN hereby grants to Licensee an exclusive, royalty-bearing license under the Licensed Technology to market, sell, offer to sell and distribute for sale Products in the Field within the Territory.
8.1.2 Subject to the terms and conditions set forth in this Agreement and upon termination of the Supply Agreement executed between the Parties, POZEN will grant to Licensee solely for Licensee’s exclusive sale and distribution for sale within the Field within the Territory a non-exclusive, royalty-free license under the Licensed Technology to use, make, have made, import and export Products in the Field within the Territory.
8.1.3 Subject to the terms and conditions set forth in this Agreement (including subsection 6.3.2 above), POZEN hereby grants to Licensee an exclusive, royalty-free license to use the Product Trademarks and POZEN Trademarks in connection with the sale and distribution of Products in the Field within the Territory.
8.1.4 Licensee has the right to grant sublicenses under the licenses granted in this Section 8.1 only to Affiliates; provided, however, that each such sublicense grant is subject to the terms of this Agreement. Any act or omission by a sublicensee of Licensee that would, if committed by Licensee, constitute a breach of this Agreement by Licensee, will be deemed a breach of this Agreement by Licensee.
License Grants to Licensee. (i) Alnylam hereby grants to Licensee and its Affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-bearing right and license, subject to the terms and conditions of this Agreement and to Alnylam Third Party Obligations, under the Licensed Intellectual Property to engage in any and all Discovery, Development, Commercialization and Manufacturing activities in the Field (and, to the extent expressly permitted in Section 2.5(a), any Additional Field), including to make, have made, use, offer for sale, sell and import Licensed Products in the Field (and, to the extent expressly permitted in Section 2.5(a), any Additional Field).
(ii) Alnylam Europe AG hereby grants to Licensee and its Affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-bearing right and license, subject to the terms and conditions of this Agreement and to Alnylam Third Party Obligations, under Alnylam Europe AG’s rights to the Architecture and Chemistry Patent Rights licensed to Alnylam Europe AG pursuant to the terms of the Xxx Xxxxxx European License Agreement, to engage in any and all Discovery, Development, Commercialization and Manufacturing activities in the Field (and, to the extent expressly permitted in Section 2.5(a), any Additional Field), including to make, have made, use, offer for sale, sell and import Licensed Products in the Field (and, to the extent expressly permitted in Section 2.5(a), any Additional Field).
License Grants to Licensee. Subject to the terms and conditions of this Agreement, effective as of the Original Effective Date, Protiva (and with respect to the Tekmira Patents only, Arbutus) hereby grants to Licensee an irrevocable, worldwide, perpetual (subject to Article VIII), fully paid-up, transferrable (subject to Section 9.4), sublicensable (subject to Section 2.2), exclusive (even as to Protiva, except as provided in Section 2.3, and even as to Arbutus with respect to the Tekmira Patents) right and license under the Protiva Intellectual Property for all purposes in the Agricultural Field, including to Discover, Develop, Commercialize and Manufacture Products, and to discover, develop, commercialize, and manufacture other products and processes that use or employ Protiva Intellectual Property, in the Agricultural Field. In the event Licensee reasonably determines that any Patent or Know-How owned or Controlled by Arbutus or its Affiliate (other than Protiva) to which Licensee does not have a license under this Agreement is relevant to or useful in the composition, formulation, or manufacture of Compounds and/or Formulations and/or their use in the Agricultural Field, then upon Licensee’s request, Protiva shall cause Arbutus or such Affiliate to promptly grant a license in and to such Patent or Know-How to Licensee under this Agreement, and such Patent or Know-How shall thereafter be included in Protiva Intellectual Property for all purposes of this Agreement. For the avoidance of doubt, (a) Protiva has not granted to Licensee any right or license to the Protiva Intellectual Property outside of the Agricultural Field, (b) Licensee shall have the right to develop and manufacture Compounds and Formulations in connection with the exercise of its rights to Discover, Develop, Commercialize and Manufacture Products, and to discover, develop, commercialize, and manufacture other products and processes that use or employ Protiva Intellectual Property, in the Agricultural Field, and (c) all UBC IP is expressly excluded from this Agreement, and Licensee is not granted any rights in or to any UBC IP, other than as may be granted pursuant to the second sentence of this Section 2.1.
License Grants to Licensee. 2.1.1 Subject to Article 2.3 and the other terms and conditions of this Agreement, NovaDel hereby grants to Licensee and Licensee accepts, a non-transferable (except as provided in Article 12), sublicensable (only as provided in Article 2), royalty-bearing, exclusive right and license under the Licensed Technology, Improvements, Patents, Joint Technology, Joint Improvements and Joint Patents within the Field of Use to Exploit Licensed Products in the Territory, to the full end of the Term for which the Licensed Technology is licensed, unless sooner terminated as hereinafter provided. For purposes of clarity, the License granted hereunder shall in no way be interpreted to preclude NovaDel or any Affiliate, licensee or sub-licensee of the NovaDel Patents and/or Licensed Technology in pre-clinical animal testing of a compound ultimately intended for human use.
2.1.2 Subject to Article 2.3 and the other terms and conditions of this Agreement, NovaDel hereby grants to Licensee and Licensee accepts, a non-transferable (except as provided in Article 12), sublicensable (only as provided in Article 2.5), royalty-bearing, non-exclusive right and license under the Licensed Trademarks for the sole purpose of using such Licensed Trademarks to market, distribute and sell the Licensed Products licensed under Article 2.1.1 in the Territory, to the full end of the Term for which the Licensed Products are licensed, unless sooner terminated as hereinafter provided.
2.1.3 As partial consideration for the grant of this license, Licensee shall not enter into an Agreement to sell Licensed Products with a Third Party, that is a direct competitor of NovaDel, which develops, manufactures or sells buccal spray to treat animals without the consent of NovaDel for the term of this agreement.
2.1.4 Neither Party shall take any action against a Third Party, including but not limited to bringing an infringement proceeding, pertaining to Joint Patents without the consent of the other Party, which shall not be unreasonably withheld.
License Grants to Licensee. Subject to the terms and conditions of this Agreement, Protiva (and with respect to the Tekmira Patents only, Tekmira) hereby grants to Licensee an irrevocable, worldwide, perpetual (subject to Article VIII), fully paid-up, transferrable (subject to Section 9.4), sublicensable (subject to Section 2.2), exclusive (even as to Protiva, except as provided in Section 2.3, and even as to Tekmira with respect to the Tekmira Patents) right and license under the Protiva Intellectual Property for all purposes in the Agricultural Field, including to Discover, Develop, Commercialize and Manufacture Products, and to discover, develop, commercialize, and manufacture other products and processes that use or employ Protiva Intellectual Property, in the Agricultural Field. In the event Licensee reasonably determines that any Patent or Know-How owned or Controlled by Tekmira or its Affiliate (other than Protiva) to which Licensee does not have a license under this Agreement is relevant to or useful in the composition, formulation, or manufacture of Compounds and/or Formulations and/or their use in the Agricultural Field, then upon Licensee’s request, Protiva shall cause Tekmira or such Affiliate to promptly grant a license in and to such Patent or Know-How to Licensee under this Agreement, and such Patent or Know-How shall thereafter be included in Protiva Intellectual Property for all purposes of this Agreement. For the avoidance of doubt, Protiva has not granted to Licensee any right or license to the Protiva Intellectual Property outside of the Agricultural Field.
License Grants to Licensee. The licenses granted by Mirati to Licensee pursuant to Section 2.1 shall automatically terminate and Licensee shall have no further right to use or cross-reference Mirati’s Regulatory Approvals and Regulatory Filings or to use Licensed Technology for any purpose.
License Grants to Licensee. Subject to Section 2.3 and the other terms and conditions of this Agreement, NovaDel hereby grants to Licensee and Licensee accepts, a non-transferable (except as provided in Article 12), sublicenseable (only as provided in Section 2.4), royalty-bearing, exclusive right and license under the Licensed Technology to Exploit the ***Portion for which confidential treatment requested. Licensed Product in the Territory, to the full end of the Term for which the Licensed Technology is licensed, unless sooner terminated as herein after provided.
License Grants to Licensee. 2.01 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in SECTION 2.06 and ARTICLE 8) right and license to use Licensor Patent Rights and Licensor Technical Information to design, construct, operate and maintain (including modify, expand and replace) Licensed Facilities under a separate Site License Agreement for each Licensed Plant, to practice the Conversion Process to manufacture Synthetic Product solely for the purpose of producing, using, and selling Marketable Products anywhere in the world, provided that the aggregate maximum daily design capacity of the Licensed Facilities, as defined in the Process Design Packages for all Licensed Plants which comprise the Licensed Facilities, shall not exceed 50,000 barrels per day of Synthetic Product.
2.02 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in SECTION 2.06 and ARTICLE 8) right to purchase from Reactor Vendors the appropriate Xxxxxxx-Tropsch and autothermal reforming reactors for use in the practice of the Conversion Process at a Licensed Plant. Licensee shall have no right to make, have made, or sell any reactor based on Reactor Information except as expressly provided in this SECTION 2.02.
2.03 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee (a) the right to purchase from Licensor the appropriate Xxxxxxx-Tropsch Catalyst and, from either Licensor or a catalyst vendor designated by Licensor, the appropriate autothermal reforming catalyst for use in the practice of the Conversion Process at a Licensed Plant to manufacture Synthetic Product solely for the purpose of producing, using, and selling Marketable Products anywhere in the world and (b) a limited non-exclusive, non-transferable (except as provided in SECTION 2.06 and ARTICLE 8) right and license under Licensor Catalyst Patent Rights and Licensor Catalyst Information to use such catalysts in the practice of the Conversion Process at a Licensed Plant to manufacture Synthetic Product solely for the purpose of producing, using, and selling Marketable Products anywhere in the world. The purchase price for any catalyst purchased by Licensee from Licensor shall be equal to the lowest of (a) Licensor's cost to produce or have produced such catalysts, plus a markup of twenty five percent (25%), or (b) if, during the twelve (12...
