License to Intellectual Property. (a) If necessary to the performance of Services hereunder, upon notice from Vendor, DIR and/or Customers shall enter into good faith negotiations to license to Vendor any Intellectual Property owned by DIR and/or Customers.
(b) In the event the Vendor makes or has made any Modifications to any software owned by DIR and /or a Customer under this CTSA, DIR and/or the Customer, as appropriate, shall own the modifications, and Vendor hereby assigns all of its rights, titles and interests (including Intellectual Property rights) to such modifications to the appropriate party, either DIR or the Customer. Upon the request of DIR or the Cus- tomer, Vendor will give a written assignment of the modifications to the requesting party. During the Term, Vendor retains a terminable, non-transferable, non-exclusive and paid-up license to use the modifications in performing Services under this CTSA, and to use the modifications to provide Services to other Customers, including the right to sub-license or further license those modifications only to Customers.
(c) The Vendor shall own all modifications to the Vendor owned Software made by the Vendor and any modifications to the Vendor Proprietary software made on behalf of DIR and/or a Customer. DIR and /or the affected Customer hereby assign its rights, titles and interests (including Intellectual Property rights) to such modifications to the Vendor. Vendor’s license to DIR and /or the affected Customer to use Vendor Pro- prietary Software shall extend to such modifications; provided, however, Vendor’s warranties and indemnities with respect to Vendor Proprietary Software do not ex- tend to any modifications made on behalf of DIR and/or a Customer by contractors other than Vendor and its Subcontractors. Notwithstanding the foregoing Vendor does not grant ownership or licensing/marketing rights in or pertaining to Vendor In- tellectual Property assets (including ownership of custom developments).
License to Intellectual Property. Sellers hereby grant to Buyer, subject to the terms and conditions of this Agreement, and solely for use in connection with the Development, Manufacture, or Commercialization of the Compound or any Product, an irrevocable, transferable, royalty-free, fully paid, non-cancellable, world-wide right and license, with the right to sublicense, under any Intellectual Property Rights Controlled by Novartis or any of its Affiliates (other than the Purchased IP) that would be [***] to use in connection with the Development, Manufacture, or Commercialization of the Compound or any Product. Such license is exclusive, even as to Novartis, with respect to the Compound and any Product. Buyer will give Novartis notice of any exercise by Buyer of its rights to transfer or sublicense pursuant to this Section 3.2, such notice to be given no later than the time such rights are exercised.
License to Intellectual Property. SharkNinja hereby grants to Joyoung a non- exclusive, royalty-free, non-transferable (except as set forth in Section 10.2), worldwide, sublicensable (solely to Joyoung’s Affiliates and Approved OEMs) license during the Term to the Intellectual Property owned or licensable (as permitted under applicable agreements with Third Parties) by SharkNinja and its Affiliates, solely to the extent necessary for, and solely for the purpose of, the supply of Products by Joyoung to SharkNinja under this Agreement. The Parties shall cooperate in good faith to negotiate a license agreement reflecting the license of Intellectual Property granted herein to the extent required by applicable Law.
License to Intellectual Property. Each Party hereby grants to the other Party a non-exclusive, fully paid-up, royalty-free, non-transferable (except as set forth in Section 9.05), worldwide license to the Intellectual Property owned or licensable (without further payment or obligation) by such granting Party and such Party’s Affiliates, solely for the purpose of, as applicable, providing or receiving the Services, in each case, as set forth in and in accordance with this Agreement. A Provider may sublicense the rights granted to it under this Section 2.11 only to Affiliates or subcontractors of Provider. A Recipient may sublicense the rights granted to it under this Section 2.11 only to Affiliates or alternative service providers of Recipient.
License to Intellectual Property. (a) Effective as of the Closing Date, Seller and Parent (each on behalf of itself and its Affiliates) hereby grants to Buyer and the Acquired Companies a perpetual, irrevocable, non-transferable (except in whole or in part in connection with a sale of all of the Business or a material portion of the Business in connection with which the Licensable Retained Intellectual Property is used), non-sublicensable (except to Affiliates of Buyer, service providers and customers (including through multiple tiers)) and worldwide, non-exclusive, fully paid up, royalty-free license under the Licensable Intellectual Property (other than Trademarks and Internet domain names) owned by Seller or Parent or their Affiliates as of the Closing that was used in the operation of the Business immediately prior to the Closing (the “Licensable Retained Intellectual Property”), to use, reproduce, publish, display, perform, make, have made, modify, improve, create derivative works of, sell, offer for sale, import or otherwise exploit any product or service in connection with the operation of the Business as operated immediately prior to the Closing and natural evolutions thereof.
(b) Effective as of the Closing Date, Buyer (on behalf of itself and its Affiliates, including the Acquired Companies) hereby grants to Seller and its Affiliates a perpetual, irrevocable, non-transferrable (except in whole or in part in connection with a sale of all of the Retained Business or a material portion of the Retained Business in connection with which the Licensable Business Intellectual Property is used), non-sublicensable (except to Affiliates of Seller, service providers and customers (including through multiple tiers)) and worldwide, non-exclusive, fully paid up, royalty-free license under the Business Intellectual Property (other than Trademarks and Internet domain names), to the extent Licensable, owned by Buyer or any of its Affiliates (including the Acquired Companies) as of the Closing that was used in the operation by the Parent Group or the Seller Group of the Retained Business immediately prior to the Closing, to use, reproduce, publish, display, perform, make, have made, modify, improve, create derivative works of, sell, offer for sale, import or otherwise exploit any product or service in connection with the operation by the Parent Group or the Seller Group of the Retained Business as operated immediately prior to the Closing and natural evolutions thereof, but not in connection with t...
License to Intellectual Property. The Parties acknowledge that this Agreement constitutes a license to “intellectual property” as such term is used in 11 U.S.C. § 365(n).
License to Intellectual Property. Subject to the terms and conditions of this Agreement, each Party hereby grants to the other Party a limited, non-excusive, non-transferable, royalty-free license to use its Intellectual Property solely as and to the extent required to perform its obligations and exercise its rights under this Agreement. Notwithstanding the foregoing, each Party agrees:
(a) to only display and utilize the other Party’s Marks in compliance with the guidelines and requirements in respect of trademark usage specified by the other Party;
(b) that all goodwill associated with the use of a Party’s Marks will inure for the benefit of the such Party;
(c) not to take any action which will adversely affect the validity of the other Party’s Marks or directly or indirectly challenge, dispute or contest the ownership, validity or enforceability of the other Party’s Marks;
(d) the other Party will have the right, at any time, to inspect and audit all use of its Marks by to ensure such use is adhering to this Agreement; and
License to Intellectual Property. Each Party hereby grants to the other Party a non-exclusive, non-transferable (except as set forth in Section 9.06), non-sublicensable (except to a third party to the extent it is operating on behalf of such Party for purposes of providing the Services), fully paid-up, worldwide license (solely during and for the period that this Agreement is in effect) to the Intellectual Property owned or licensable (as permitted under any applicable third-party agreements without further payment or obligation except to the extent assumed and performed by the other Party hereunder) by such Party, solely for the purpose of, as applicable, providing or receiving the Services or access to the Systems in each case, as set forth in and in accordance with this Agreement.
License to Intellectual Property. If the provision or receipt of the Transition Services requires the use by Services Provider or Services Recipient (or, in each case, a member of its Group or its Affiliates), as applicable, of the Intellectual Property (other than Trademarks) of the other Party, then the other Party hereby grants to Services Provider or Services Recipient (or, in each case, a member of its Group or its Affiliates), as applicable, the limited, non-exclusive, non-sublicensable (except as to Third Party Providers in connection with the provision or receipt of the Transition Services, but not for the unrelated use of such parties), non-transferable and royalty-free right, on an “as is,” warranty-free basis, to use and exercise all rights in such Intellectual Property for the sole purpose of, and only to the extent and duration necessary for, the provision or receipt of the Transition Services, pursuant to the terms and conditions of this Agreement. For avoidance of doubt, the foregoing license in no way limits or broadens the licenses provided in Sections 6.5(c) and 6.5(d) of the Separation Agreement.
License to Intellectual Property. You grant us a non-exclusive, non-transferable licence to use your intellectual property (including any trademarks or promotional material) in connection with the use, marketing and sale of the Products by us.
