License to Licensee. Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
(i) to make, have made, use, import, export Products in order to Develop Products in the Field and in the Territory, and
(ii) to make, have made, use, import, export, offer for sale, sell and have sold Products in order to Commercialize Products in the Field and in the Territory. For clarity, (1) the right to make and have made Products granted under Section 2.1(i) and (ii) only applies to the Licensee Formulations or in connection with the Back-up Manufacturing Rights; Licensee is not granted any right to make or have made the Compound or to make or have made any Product other than (A) Licensee Formulations or (B) in connection with the Back-up Manufacturing Rights; (2) the rights granted under Section 2.1(i) and (ii) include the right to make and have made Licensee Formulations and exercise the Back-up Manufacturing Rights anywhere in the world solely for Development and/or Commercialization in the Territory; (3) notwithstanding the foregoing, Licensee and its Affiliates shall have the right to conduct any non-clinical testing or packaging of the Products within or outside the Territory, whether or not Back-up Manufacturing Rights have been exercised; (4) MTI retains the right to make and have made the Compound and/or Products in the Territory for Development or Commercialization outside the Territory (or to supply Licensee with Product in accordance with the Supply Agreements), (5) the right to Develop Products granted under Section 2.1(a)(i) includes the non-exclusive right to conduct Development (excluding clinical trials or other human use of the Product) anywhere in the world and (6) the rights granted under Sections 2.1(a)(i) and (ii) are exclusive with respect to MTI’s rights in the MTI Technology. Licensee shall not, and shall cause its Affiliates or Sublicensees not to, use or practice any MTI Technology outside the scope of the license granted to it under this Section 2.1.
License to Licensee. Subject to the terms and conditions of this Agreement, Quoin hereby grants to Licensee an exclusive (even as to Quoin and its Affiliates) royalty-bearing license under the Product Technology to Exploit the Product in the Territory, which license shall not be sublicensable except to subdistributors and only with Quoin’s prior written consent.
License to Licensee. Subject to the terms and conditions of this Agreement (including VIVUS’ retained rights as set forth in Section 2.4), VIVUS hereby grants to Licensee a co-exclusive, royalty-bearing (subject in all respects to Section 7.2), sublicensable (subject to ARTICLE 6) license under the VIVUS Technology, (i) to use, distribute, import, Promote, market, sell, offer for sale, and otherwise Commercialize Products in the Field in the Licensee Territory; (ii) make and have made Products in the Manufacturing Territory, where such Product is solely for use or sale in the Field in the Licensee Territory (subject to Section 2.2), and (iii) to conduct certain Development activities on the Product in the Field pursuant to ARTICLE 4 solely in support of Regulatory Approval in the Licensee Territory and solely in accordance with the terms of this Agreement (collectively, the “License”).
License to Licensee. Subject to the terms and conditions of this Agreement, Rambus, on behalf of itself and its Affiliates, hereby grants to Licensee and its Affiliates the following separate and distinct licenses for each product that falls within the definition of a Licensed Product: a non-exclusive, non-transferable, royalty-bearing, worldwide license, without the right to sublicense, solely under the associated Rambus Applicable Patent Claims, to make (including have made), use, Sell, offer for Sale, and/or import the corresponding Licensed Product during the Term.
License to Licensee. (1) Subject to Braintech's rights under Section 7, Braintech grants to LICENSEE a personal, non-transferable, non-assignable, and non-exclusive license to Use the Braintech Software on the Designated Computer at the Designated Site;
(2) Except for the rights to Use the Braintech Software expressly conferred on LICENSEE by Section 2(1) LICENSEE shall not have the right and agrees not to copy or reproduce the Braintech Software or any part thereof. Without limiting the generality of the foregoing, except as permitted by law, LICENSEE shall not copy, disassemble, de-compile, translate or convert into human readable form, or reverse engineer, all or any part of the Braintech Software, and shall not use the Braintech Software, Program Concepts, or Support Materials to develop any derivative works or any functionally compatible or competitive software. LICENSEE shall not have the right, and agrees not to copy or reproduce the Support Materials;
(3) LICENSEE may sublicense programs developed using the Braintech Software and Modules thereof (the "Program") to the End-User on the following conditions:
(a) LICENSEE will include a copy of the Runtime License, (EXHIBIT 8) with its proposal;
(b) End-User will require a Key from Braintech to run the Program;
(c) The LICENSEE must pay Braintech a Run-Time license fee as specified in the Master Agreement, Section 4 and 5 for every Product shipped to the End-User according to the payment terms as specified in the Master Agreement, Section 6.
(d) LICENSEE agrees to have two(2) developers trained at Braintech's Vancouver Center;
(e) Developers are trained and certified L3;
(f) Braintech agrees to waive training fee for two (2) only Developers.
License to Licensee. Subject to the terms, conditions and restrictions set forth herein LICENSOR hereby grants to LICENSEE, under any and all IP Rights owned or otherwise. assertable by LICENSOR, an exclusive, limited license to (i) sublicense the Licensed Software to End Users, (ii) distribute Licensed Software Copies to and install Licensed Software Copies for End Users, and (iii) use the Licensed Software for testing and manufacturing Licensee Products, for demonstrating Licensee Products and the Licensed Software to prospective End Users, and for providing technical support relating to Licensee Products and the Licensed Software to End Users (for which testing, manufacturing, demonstration, and technical support purposes LICENSOR will provide to LICENSEE at no charge from time to time during the term of this Agreement and thereafter for the time periods for which Annual Maintenance Fees (as hereinafter defined) shall continue to be paid by LICENSEE to LICENSOR the most current version of the Licensed Software). LICENSEE may exercise these rights alone or through one or more subdistributors, as LICENSEE may determine to be necessary or appropriate, on terms that are consistent in all respects with the terms of this Agreement.
License to Licensee. To the extent the listing firm has opted in (as indicated in the feed of Licensed Content by GAMLS), GAMLS hereby grants to Licensee a non-exclusive, worldwide, royalty-free license and right (but not the obligation) to reproduce, distribute, publicly display and perform, and create derivative works of the Licensed Content as mutually agreed upon between the parties, and only (a) on and in connection with the operation, marketing and promotion of the Licensee Displays, subject to the policies set forth in Exhibit C and other terms and conditions set forth in this Agreement, and (b) for the exclusive purpose of providing real estate information to consumers that have a bona fide non-commercial interest in the buying of, selling of, renting of, or learning about residential real estate.
License to Licensee. Microsoft hereby grants to Licensee for the term of this Agreement a non-exclusive, non-transferable, limited license to the IP Rights for the sole purpose of reproducing and having reproduced and distributing and having distributed object code only compilations of the Software for pre-sale integration with Licensee's Products by Licensee.
License to Licensee. Subject to the terms and conditions of this Agreement (including the confidentiality obligations under Section ARTICLE 8 (Confidentiality and Publication)), Xxxxxxx hereby grants to Licensee a non-exclusive, worldwide, irrevocable, royalty-free, perpetual, sublicensable (subject to Section 4.1.4 (Right to Sublicense)) license to use for all purposes any technical Know-How Controlled by Xxxxxxx that is disclosed to Licensee in research discussions or technical transfers in each case under this Agreement (including any Licensed TARP8 Know-How and Licensed nACh Know-How) and any Transferred Xxxxxxx Materials; provided, however, that such license does not include (a) a grant of any rights to Licensee for any Exploitation of any Compound or Product, or (b) a right to practice any Patents Controlled by Xxxxxxx or its Affiliates.
License to Licensee. Upon (i) the expiration of the Royalty Term or (ii) Licensee’s termination of this Agreement pursuant to Section 13.3 (pursuant to a breach by Licensor), Licensor shall grant, and shall by this provision be deemed to have granted, to Licensee a perpetual, worldwide, nonexclusive license to use the Licensor Technology to make, use, sell, offer for sale and import Licensed Products that bind specifically to the Designated Antigen, with no further obligation to Licensor. Notwithstanding the foregoing, or any other provision of this Agreement: (a) any of Licensee’s milestone, royalty and other payment and reimbursement obligations accruing under this Agreement prior to termination or expiration and during the Royalty Term shall not be affected by, and shall survive, such termination or expiration; (b) any of Licensee’s milestone payment obligations and other payment and reimbursement obligations to Licensor (other than royalty payment obligations) not yet matured as of the date of termination or expiration shall be eliminated; and (c) any of Licensee’s royalty payment obligations accruing under this Agreement either before or after the date of termination or expiration shall survive such termination or expiration [***].
