Licenses Granted to Licensee. Subject to the terms and conditions set forth herein, for a license period equal to the duration of the Patents commencing upon the Payment Date, as defined in Section 5.1 (the "License Period"), unless terminated pursuant to Article VIII, LICENSOR hereby grants to LICENSEE:
Licenses Granted to Licensee. Subject to the terms and conditions of this Agreement (including Section 8.1), Exelixis hereby grants to Licensee, during the Term:
(a) an exclusive (even as to Exelixis, except as expressly set forth herein), royalty-bearing license, with the right to grant sublicenses solely as provided in Section 2.2, under the Exelixis Technology to use, sell, offer for sale, import and otherwise Commercialize (but not to make or have made) the Products in the Field and in the Licensee Territory; and
(b) a non-exclusive license, with the right to grant sublicenses solely as provided in Section 2.2, under the Exelixis Technology to Develop (but not to make or have made) the Products on a worldwide basis under the GDP, and to use the Products for that purpose. Exelixis agrees not to grant any further license to Develop the Products except to Future Exelixis Licensees.
Licenses Granted to Licensee. Subject to the terms and conditions of this Agreement, Ovid hereby grants to Licensee, during the Term:
(a) an exclusive (even as to Ovid, except as expressly set forth herein), royalty-bearing license, with the right to grant sublicenses (through multiple tiers) solely as provided in Section 2.2, under the Ovid Technology to use and have used, sell, offer for sale, import, and otherwise Commercialize and have Commercialized (but not to make or have made, unless otherwise provided herein) the Products in the Field in the Licensee Territory;
(b) a non-exclusive license, with the right to grant sublicenses (through multiple tiers) solely as provided in Section 2.2, under the Ovid Technology to Develop (but not to make or have made unless otherwise provided herein) the Products on a worldwide basis in accordance with the Development Plan, and to use the Products for that purpose; and
(c) a non-exclusive, royalty-bearing license, with the right to grant sublicenses (through multiple tiers) solely as provided in Section 2.2, under the Ovid Technology to make or have made the Products solely for use in the Field in the Licensee Territory in accordance with the licenses granted in Sections 2.1(a) and 2.1(b), provided that, for clarity, Licensee’s rights under any Patents and Know-How Controlled by Lundbeck that are included within the Ovid Technology shall be subject to the completion of the Technology Transfer and the terms of the Lundbeck License Agreement; and
(d) solely as and to the extent provided in Section 14.5, an exclusive (even as to Ovid, except as expressly set forth herein), royalty-bearing license, with the right to grant sublicenses (through multiple tiers) solely as provided in Section 2.2, under the Ovid Technology to Develop, have developed, use and have used, sell, offer for sale, import, and otherwise Commercialize and have Commercialized the Products in the Field in the Licensee Territory.
Licenses Granted to Licensee. Subject to the terms and conditions set forth herein, SpectRx grants to Healthdyne an exclusive and a non-transferable (except as set forth herein) license or sublicense, as the case may be, within the Territory to SpectRx Technology for the following applications:
(i) to use and sell Instruments; Healthdyne and SpectRx shall each execute the Sub-license Agreement attached hereto as Exhibit D-1 for the portion of the SpectRx Technology licensed from M.
Licenses Granted to Licensee. 2.1.1 MASIMO grants to ZOLL a personal, non-transferable, and non-exclusive worldwide license to incorporate the MS-1 Boards into the Licensed Devices, to demonstrate Licensed Devices, and to distribute Licensed Devices to (i) end user customers (not to an OEM or other medical equipment manufacturer) and (ii) ZOLL distributors and other medical equipment manufacturers specifically set forth on Exhibit I. This license includes the right of ZOLL to have the Licensed Devices manufactured by a third party for ZOLL; however, such Licensed Devices may only be supplied to the marketplace with ZOLL's or ZOLL's and ZOLL's distributors' private label and logo exclusively and distributed exclusively through ZOLL distribution channels. Nothing in this Agreement shall be construed to grant any rights to ZOLL in fetal oximetry, venous oximetry or any other application of MASIMO SET other than the use of the Licensed Devices to make SpO(sub2), Measurements as defined in 1.15, and nothing in this Agreement shall be construed to grant any rights to Zoll to distribute or otherwise market MS-1 Boards separate from Licensed Devices.
2.1.2 Zoll may add distributors to Exhibit I, and agrees to promptly notify MASIMO of such additions. Notwithstanding the above, ZOLL may not distribute or otherwise sell Licensed Devices to [*] or [*] without the prior written consent of MASIMO.
2.1.3 ZOLL agrees that it will not reproduce or disclose to any third party any portion of the Software and that it may transfer the Software only in conjunction with a transfer of a Licensed Device to end users and distributors listed on Exhibit I. ZXXX xxxees to include the terms of the End-User License Agreement attached as Exhibit H in documentation shipped with the Licensed Devices.
Licenses Granted to Licensee. In case of a termination of the entire Agreement, [***].
Licenses Granted to Licensee. 2.1.1 MASIMO grants to ATOM a personal, non-transferable, and non-exclusive worldwide license to incorporate the MS Boards into the Licensed Devices, to demonstrate Licensed Devices, and to distribute Licensed Devices to (i) End User customers and (ii) ATOM Distributors. This license includes the right to ATOM to have the Licensed Devices manufactured by a third party for ATOM; however, such Licensed Devices may only be supplied to the marketplace with ATOM's or ATOM's and ATOM's Distributors' private label and logo exclusively and distributed exclusively through ATOM distribution channels. In addition, a third party making Licensed Devices for ATOM may not also be a Distributor.
2.1.2 ATOM agrees that it will not reproduce or disclose to any third party any portion of the Software and that it may transfer copies of the Software in object code form only, and only in conjunction with a transfer of a Licensed Device to End Users and Distributors. ATOM agrees to include a copy of the End-User License Agreement attached hereto as Exhibit F with all Licensed Devices, and agrees that it will require all Distributors to include a copy of the End-User License Agreement attached as Exhibit F with the transfer of Licensed Devices to End Users. If ATOM enters a signed agreement with the End User customer or Distributor, ATOM also agrees to attach the End-User License Agreement as an exhibit and include the following clause or a substantially similar clause in the signed agreement: The end-user agrees to comply with the terms of the attached License Agreement. MASIMO is a beneficiary of this agreement between ATOM and the end-user, and has a right to enforce the provisions of the License Agreement.
Licenses Granted to Licensee. Subject to the terms and conditions of this Agreement, Aquestive hereby grants and causes its Affiliates to grant to Licensee and its Affiliates, and Licensee and its Affiliates hereby accept, during the Term, as to the Product in the Field in the Territory, an exclusive (including as to Aquestive and its Affiliates), royalty-bearing license, with the right to sublicense in accordance with Section 2.2, under and to the Aquestive IP, including the license and right to (i) Develop the Product in the Field in the Territory, including the right to file, pursue and/or obtain Regulatory Approval of the Product with the applicable Regulatory Authorities in the Field in the Territory, and (ii) Commercialize the Product in the Field in the Territory. 2.2
Licenses Granted to Licensee. ATC hereby grants to Licensee, under the Licensed Rights and subject to the payment of royalties and compliance with the other terms and conditions of this Agreement, and restricted to the Field of Use, the following:
(i) A nontransferable, nonexclusive (subject to Paragraph C of this Section 2), worldwide, royalty-bearing license to make, use, offer to sell, sell and import into the United States the Licensed Products; * CONFIDENTIAL TREATMENT REQUESTED
(ii) A nontransferable, nonexclusive (subject to Paragraph C of this Section 2) worldwide license to use the Licensed Rights for developing improvements to the Licensed Products; and
(iii) A nontransferable, nonexclusive (subject to Paragraph C of this Section 2) worldwide license to use the Licensed Trademarks in connection with the identification, advertisement, marketing, distribution and sale of the Licensed Products.
Licenses Granted to Licensee. The LICENSOR hereby grants to the LICENSEE:
(1) A personal, non-transferable, indivisible and non-exclusive license throughout the world under the Patents Rights, subject to the payment of royalties as provided herein, to make or have made for it Licensed Products, and to use, lease and sell the same within the Market.
(2) A personal, non-transferable, indivisible and non-exclusive license throughout the world, without payment of any further royalties so long as the above-mentioned patent royalties are applicable, to use the Know-How, the Licensed Trademark, and Licensed Logo in connection with the design, manufacture, identification, advertising, offering for sale and sale of the Licensed Products within the Market. The above licenses shall be granted as of the Effective Date of this Agreement, or if this Agreement shall require validation by any governmental organization, or otherwise, then such license shall be effective as of the date of validation thereof. Where such validation procedure Is necessary LICENSEE and LICENSOR shall collaborate to complete the validation procedure with all reasonable speed.
