License to Seller. Buyer hereby grants to Seller a nonexclusive, transferrable (but solely in connection with a sale of all or substantially all of the assets related to a product or line of business), sublicensable (through multiple tiers, but in each case, solely within the scope of the license to Seller and only to a third party that is not then-currently commercializing a product that directly competes with the Products or the Development Products), worldwide, perpetual, irrevocable, paid-up and royalty-free license under any Non-Exclusive Transferred Intellectual Property for Seller’s use in connection with its business operations as of the Closing and extensions and evolutions thereof but excluding any operations related to the Business, the Products or the Development Products. For clarity, Seller shall have no right to enforce any Non-Exclusive Transferred Intellectual Property against any third party that may be misappropriating or infringing such Non-Exclusive Transferred Intellectual Property.
License to Seller. 5.1 Purchaser grants to Seller a non-exclusive, paid-up, royalty free, irrevocable, worldwide license to practice the Patents solely for Seller's internal business purposes. The above grant includes the right to sublicense the Patents to Seller's Affiliates, to be used by such Affiliates solely for internal purposes. For the purpose of the foregoing, Seller acknowledges that "internal purposes" means non-commercial purposes, it being acknowledged and agreed that all potential commercial applications of the Patents shall belong entirely to Purchaser.
License to Seller. Effective as of the Closing Date, subject to the terms and conditions set forth herein, including Section 7.12(e), Buyer on behalf of itself and the Transferred Entities hereby grant to Seller and its current and future Affiliates (including the Parent Group) and their successors (together, the “Seller Licensees”), and Seller Licensees shall retain, a perpetual, non-exclusive, sublicensable (subject to Section 7.12(d)), non-transferable (except in accordance with Section 7.12(e)), irrevocable, royalty-free, fully paid-up, worldwide right and license under the Buyer Licensed IP to copy, use, modify and otherwise exploit the Chemicals Assets and to make, have made, use, sell, offer for sale, market, export and import, develop, prepare derivative works of, and manufacture products and services of the Seller Licensees, and to otherwise operate their respective businesses other than the Plastics Business.
License to Seller. Effective as of the Closing and subject to the provisions hereof Buyer and its Subsidiaries (“Buyer Licensors”) hereby grant, and agree to grant, to the Parent Group (“Seller Licensees”) a worldwide, irrevocable, perpetual, non-exclusive, fully paid-up, non-transferable (except as set forth in Section 8.10(d)), sublicensable (subject to Section 8.10(c)) license under the Company IP (excluding any Registered IP) in existence as of the Closing Date, 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 in any manner to operate the retained businesses and operations of Parent Group, other than the Business, in any field.
License to Seller. (a) On the Closing Date, Buyer agrees to license to Seller, for the consideration of $1.00 payable to Buyer at Closing, the Trademarks listed in Exhibit B to this Agreement (the "License") for the sole purpose to allow Seller to: (i) sell its existing inventory as listed in Exhibit C to this Agreement (the "Inventory"); and (ii) fill its customer orders outstanding as of the Closing Date and as shown in Exhibit D to this Agreement from those purchase orders as shown in Exhibit C to this Agreement. The License shall be effective for the period commencing from the Closing Date through and including April 30, 1997. In the event Seller has not sold and shipped the Inventory to independent third parties on or before April 30, 1997, Seller agrees to remove or cause to be completely illegible any and all Trademarks from or on the remaining Inventory. Seller agrees that the quality of any and all goods and products Seller may manufacture pursuant to this Section 9.1(a) shall be the same or at least as good as the quality of similar goods and products manufactured by Seller prior and up to the date hereof.
(b) Buyer and Seller agree that any proceeds derived from Seller's sale of the Inventory and from the filling of outstanding orders pursuant to Section 9.1(a) above shall belong to Seller.
(c) Seller shall provide to Buyer within 15 days after the end of each month a written report containing inventory of footwear held or owned by Seller containing any Trademarks (by units and cost), inventory received during the month, shipments made by Seller of any such footwear during the prior month, to whom such footwear was sold and the prices for which such footwear was sold.
License to Seller. Effective as of the Closing, until the last to expire of the Licensed Back Patents, the Purchaser hereby grants to the Seller and its Affiliates, and Seller and its Affiliates shall retain, a worldwide, irrevocable, non-exclusive, fully paid-up, royalty-free, non-transferable (except as provided in Section 7.3(c)), license under such rights as the Purchaser has acquired under this Agreement in the Licensed Back Patents, (i) to make, have made, import, use, offer to sell, sell (or otherwise dispose of) any products (other than Business Products) of Seller or its Affiliates, and (ii) to practice any method, process or procedure claimed in any of the Licensed Back Patents in connection with Seller’s or its Affiliates’ businesses; provided that neither Seller nor its Affiliates shall exercise their rights under the foregoing license in a manner that would be in breach of the restrictions set forth in the Noncompetition Agreement. This license to the Seller is limited to the field of use that includes the Seller’s retained business as that business is operated as of the Effective Time only. For the avoidance of doubt, this license shall not cover any of the Seller’s new products.
License to Seller. To the extent necessary for provision of the Consulting Services, Purchaser hereby grants to Seller and its Affiliates, under the Patent, and for the Term, a royalty-free, non-exclusive, non-sublicensable right and license (“Seller License”) to practice the methods and to make, have made, use, distribute, lease, sell, offer for sale, import, export, develop and otherwise dispose of and exploit any products covered by the Patents (“Covered Products”). The Seller License is nontransferable (by operation of law or otherwise) and will terminate upon termination of the Consulting Services.
License to Seller. (i) Buyer hereby grants to Seller, and Seller hereby accepts, a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up right and license, with the right to sublicense in accordance with Section 7.12(b)(iv) below, to use, reproduce, create derivative works of, distribute, display, and perform the Transferred Business Know-How solely for purposes of operating the Retained Business.
(ii) As used herein, “Transferred Business Know-How” means Business Know-How owned by any Acquired Company on the Closing Date that is used both in the operation of the Business and the operation of the Retained Business on or prior to the Closing Date.
License to Seller. Effective as of the Closing, Purchaser and its Affiliates hereby grant to Seller and its Affiliates, and Seller and its Affiliates shall retain, a worldwide, irrevocable, perpetual, non-exclusive, fully paid-up, royalty-free, non-sublicensable (except as provided in Section 6.2) license to the Business Intellectual Property, provided such license is not used in the conduct of the Seller Parties Restricted Business (notwithstanding the foregoing, in the event Seller sub-licenses any Business Intellectual Property in violation of Section 6.2, the associated license to Seller shall be revocable at Purchaser’s sole discretion; provided that prior to such revocation, Purchaser must notify Seller of such violation and provide Seller with a reasonable amount of time to cure such violation, and if such violation is so cured then no such revocation will be permitted):
(a) (i) to make, have made, develop, publish, publicly display and perform, transmit, import, use, offer to sell, sell (or otherwise dispose of), market, promote, support, operate, and otherwise exploit any products of Seller or its Affiliates, and (ii) to practice any method, process or procedure claimed in any of the Transferred Patents in connection with the businesses of Seller and its Affiliates; and
(b) to use, copy, modify, create derivative works of, distribute (including by way of a sublicense), and otherwise exploit the Software included in Purchased Assets, in connection with the sale, distribution, and manufacture of Seller’s products.
License to Seller. The parties hereto shall enter into a license ----------------- agreement in substantially the form attached hereto as Exhibit G (the "License --------- ------- Agreement"
