License to Purchaser. (a) Seller grants (and agrees to cause its appropriate Subsidiaries to grant effective as of the Closing Date) to Purchaser and its Subsidiaries the following irrevocable, non-exclusive, worldwide, fully paid, royalty-free and non-transferable (except as specified in Section 9.12 below) licenses, with right of sublicense as set forth below, under its and their applicable Intellectual Property Rights as well as sublicensable Third Party Intellectual Property Rights, solely within the Purchaser’s Field of Use:
(i) under its and their Copyrights and sublicensable Third Party Copyrights in and to the Licensed Business Technology, (A) to reproduce and have reproduced the works of authorship included in such Licensed Business Technology and Improvements thereof prepared by or for Purchaser, in whole or in part, in order to create or as part of Purchaser Products (B) to prepare Improvements or have Improvements prepared for it based upon the works of authorship included in such Licensed Business Technology in order to create Purchaser Products, (C) to distribute (by any means and using any technology, whether now known or unknown, including without limitation electronic transmission) copies of the works of authorship included in such Licensed Business Technology and Improvements thereof prepared by or for Purchaser as part of Purchaser Products, and (D) to perform (by any means and using any technology, whether now known or unknown, including without limitation electronic transmission) and display the works of authorship included in such Licensed Business Technology and Improvements thereof prepared by or for Purchaser, as part of Purchaser Products;
(ii) under its and their Database Rights and sublicensable Third Party Database Rights in and to the Licensed Business Technology, to develop or have developed Improvements and to extract data from the databases included in such Licensed Business Technology and such Improvements and to re-utilize such data to design, develop, manufacture and have manufactured Purchaser Products and to sell such Purchaser Products that incorporate such data, databases and Improvements thereof prepared by or for Purchaser;
(iii) under its and their Mask Works and sublicensable Third Party Mask Works in and to the Licensed Business Technology, (A) to develop or have developed Improvements and to reproduce and have reproduced mask works and semiconductor topologies included in such Licensed Business Technology and embodied in Purchaser P...
License to Purchaser. In addition to the licenses granted under Section 5.1, Dynavax hereby grants Purchaser (a) [***] license under the Joint Patents to make, use, develop, sell, and otherwise commercialize, any vaccine, and (b) [***] license under the Joint Patents to make, use, develop, sell, and otherwise commercialize the Product or Biosimilar Versions thereof.
License to Purchaser. Seller hereby grants to Purchaser a perpetual, non-exclusive, worldwide, fully paid, royalty-free license under the Retained IP to make, have made, use, import, offer for sale, sell, lease, export, copy, modify, adapt, distribute (directly or indirectly), display and perform the Acquired Products, including all Improvements thereto, within the Purchaser Field of Use. Solely in conjunction with any license, directly or indirectly, by Purchaser of any Intellectual Property Assets to a licensee for its manufacture, use, importation, offer for sale, sale, reproduction, distribution, modification, adaptation, display or performance of an Acquired Product(s) or Improvement thereto, Purchaser may sublicense some or all of its rights under the Retained IP or this License Agreement to such licensee, without accounting to or the payment of any royalties or other consideration to Seller. Any such sublicense must be limited to licensee’s manufacture, use, importation, offer for sale, sale, reproduction, distribution, modification, adaptation, display or performance of an Acquired Product(s) or Improvement thereto, and such licensee shall not be granted a right to further sublicense the rights under the Retained IP or this License Agreement.
License to Purchaser. Effective as of the Closing, Seller hereby grants, and shall cause the other members of the Remaining Seller Group to grant, to Purchaser and its Affiliates a fully paid-up, royalty-free, worldwide, irrevocable, non-exclusive, perpetual, assignable, transferable license, with a right to sublicense through multiple tiers of sublicensees, under the Intellectual Property of the Remaining Seller Group used or held for use in the conduct of the MMIS Business and as it exists as of the Closing but excluding (i) any Intellectual Property that is (A) used primarily in connection with providing shared services to the members of the Seller Group and (B) not incorporated in or used with proprietary Software owned by the MMIS Entities or included in the Transferred Intellectual Property and (ii) rights to the Seller Name and Seller Marks (the “Licensed Seller Intellectual Property”), (x) to use, make and have made products, systems and services in the MMIS Field, (y) to lease, sell, offer for sale, import and otherwise dispose of and exploit products, systems and services in the MMIS Field, and (z) to copy, reproduce, perform, display, distribute, practice, access, modify, adapt, make derivative works of, and otherwise use and exploit the Licensed Seller Intellectual Property in the MMIS Field; provided, however, that any Licensed Seller Intellectual Property that is not, as of the Closing, incorporated in or necessary to practice the proprietary Software or other Intellectual Property owned by the MMIS Entities or included in the Transferred Intellectual Property may only be used or practiced in substantially the same manner and in conjunction with or incorporated into the same products and services (and evolutions thereof), as was used, practiced or incorporated into by the MMIS Business as of the Closing and may not be commercially sublicensed. Purchaser’s right to transfer and assign the foregoing license shall be limited to assignments and transfers in connection with the sale of the MMIS Business (in whole or in part).
License to Purchaser. Effective as of the Closing and subject to the provisions of this Article VI, for the respective terms set forth in Section 6.6, Seller and its Subsidiaries hereby grant to Purchaser and its Subsidiaries a worldwide, irrevocable, non-exclusive, fully paid-up and royalty-free license under the Seller Licensed IP to use, copy, distribute, disclose, reproduce, manufacture, make derivatives of, modify, improve, display, perform, market, sell, offer for sale, license and otherwise exploit in any manner any Transferred Technology in the field of the Business.
License to Purchaser. Contractor, on behalf of itself and its Affiliates, grants to Purchaser a nonexclusive, royalty-free, perpetual, irrevocable, sub-licensable, world-wide license to make, have made, use, sell directly or through one or more tiers of distributors, market, have marketed, import, have imported, copy, have copied, modify, have modified, publicly display and perform or have publicly displayed or performed, to the extent necessary for Purchaser or its Affiliates to use the Deliverables, Developments and Services for Purchaser's or its Affiliates’ business purposes, (a) any Contractor Property that is incorporated into any Deliverables or Developments and (b) any Deliverables and/or Developments that Purchaser at any time fails or ceases to own for any reason and (c) any third party materials to which Purchaser has consented pursuant to Section 11.5(b) (Liens, Claims and Encumbrances).
License to Purchaser. DTI and Seller, as applicable, hereby grant to Purchaser, as of the date of Closing, but subject to any restrictions arising from rights granted to third parties prior to the Closing Date, a worldwide, perpetual, paid-up, royalty free, non-exclusive license, without the right to sublicense except as provided in Section 1.2.3, to develop, manufacture, use, import, export and sell Products using Excluded Intellectual Property embodied in or used in the manufacture of Products as of the Closing Date by Seller, including US Patent No. 6689243, and other than: (i) Trademark Rights; and (ii) third-party Software. The license granted to Purchaser under this Section 1.2.1 shall not be assignable in whole or in part except to a purchaser of all or substantially all of the Business.
License to Purchaser. You, not Microsoft, will license the right to install and use the Application to Purchasers. You may provide a license agreement to the Purchaser for your Application. If you do not provide a license agreement with your Application, then the Standard Application License Terms, attached as Exhibit A, will apply between you and Purchasers of your Application. If you provide your own license agreement, your license must, at a minimum, (a) permit the Purchaser to download and run the Application on up to five (5) Windows Phone Devices associated with that Purchaser’s Microsoft account, without payment of any additional fees to you (from either Microsoft or Purchaser), (b) include “disclaimer of warranty” and “limitation on and exclusion of remedies and damages” sections that are at least as protective of Covered Parties as Exhibit A and (c) disclaim any support services from Microsoft and the Purchaser’s phone manufacturer and network operator.
License to Purchaser. Effective as of the Closing, and subject to the provisions hereof, Seller and the Seller Subsidiaries hereby grant, and agree to grant, to Purchaser and its Subsidiaries a worldwide, irrevocable, non-exclusive, fully paid-up, transferable, sublicensable (subject to Section 5.24(c)) license under the Seller Licensed IP, to use, reproduce, distribute, disclose, make, improve, display and perform (publicly and otherwise, subject to any applicable confidentiality restrictions), create derivative works of, and otherwise exploit the Acquired Assets in any manner to operate the Business in any field.
License to Purchaser. You, not Microsoft, will license the right to install and use the Application or In-App Product to Purchasers. You may provide a license agreement to the Purchaser for your Application or In- App Product. If you do not provide a license agreement with your Application, then the Standard Application License Terms, attached as Exhibit A, will apply between you and Purchasers of your Application or In-App Product (as a supplement to your Application). If you provide your own license agreement, your license must, at a minimum, (a) permit the Purchaser to download and run the Application or In-App Product on up to five (5) Windows Phone Devices associated with that Purchaser’s Microsoft account, without payment of any additional fees to you (from either Microsoft or Purchaser),
