Licenses to Newco Sample Clauses
The "Licenses to Newco" clause grants the newly formed company (Newco) the rights to use certain intellectual property, technology, or other assets owned by the original parties. Typically, this clause outlines the scope of the license, such as whether it is exclusive or non-exclusive, the duration, and any limitations or conditions on use. For example, Newco may receive a license to use proprietary software or trademarks necessary for its operations. The core function of this clause is to ensure that Newco has the legal authority to utilize essential assets, enabling it to operate effectively and avoid potential infringement issues.
Licenses to Newco. (i) Upon formation of NewCo, pursuant to NewCo License Agreement, FPI on behalf of itself and its Affiliates, will grant to NewCo (A) a worldwide, royalty-free, non-transferable, sublicensable (through multiple tiers) license under all Phase 2 and 3 Arising IP for all uses, and (B) a worldwide, royalty-free, non-exclusive, non-transferable license under all FPI Background IP Controlled by FPI that is reasonably necessary to permit NewCo to Manufacture Ac-225 pursuant to the Commercial Supply Agreement. The rights granted under Section 3.1(d)(i)(A) shall be exclusive subject to FPI and its Affiliates being able to grant licenses to up to two Alternative Suppliers for the sole purpose of allowing FPI and its Affiliates to have Manufactured Ac-225 using the Ra-226 Production Process for FPI’s own use.
(ii) Upon formation of NewCo, pursuant to the NewCo License Agreement, TRIUMF on behalf of itself and its Affiliates, will grant to NewCo (A) a royalty-bearing, worldwide, non-exclusive, non-transferable, sublicensable license under all Phase 1 Arising IP Controlled by TRIUMF that is reasonably necessary to permit NewCo to use Ra-226 Production Process to Manufacture Ac-225, (B) a royalty-bearing, worldwide, non-transferable, sublicensable (through multiple tiers) license under all Phase 2 and 3 Arising IP for all uses, and (C) a royalty-bearing, worldwide, non-exclusive, non-transferable, non-sublicensable license under all TRIUMF Background IP that is reasonably necessary to permit NewCo to use the Ra-226 Production Process to Manufacture Ac-225. The license granted under this Section 3.1(d)(ii)(B) shall be exclusive except for the rights granted under Section 5.2(b) to FPI and its Affiliates for Alternative Suppliers. Royalties paid to TRIUMF by NewCo under this Section 3.1(d)(ii) shall be deducted from dividends declared and payable on shares in the equity of NewCo owned by TRIUMF.
Licenses to Newco. Upon the expiration of all Patent Rights of the Becton Dic▇▇▇▇▇▇ ▇▇tellectual Property, the licenses to Newco under Becton Dic▇▇▇▇▇▇ ▇▇ogram Patent Rights and Becton Dic▇▇▇▇▇▇ ▇▇n-Program Patent Rights set forth in Section 3.1 that have not previously been terminated in accordance with Section 2.7, Section 2.9 or Section 9.4(b)(i) shall be deemed to be perpetual, fully paid-up, non-exclusive licenses with respect to all Program Products and Third Party Pharmacogenomic Products.
Licenses to Newco. (a) Subject to the terms and conditions of this Agreement, Intrexon hereby grants to NewCo a license under the Intrexon IP to research, develop, use, make, have made, import, export, sell, and offer for sale Collaboration Products in the Field in the Territory. Such license shall be exclusive (even as to Intrexon) with respect to any development, selling, offering for sale or other Commercialization of Collaboration Products in the Field, and shall be otherwise non-exclusive.
(b) Subject to the terms and conditions of this Agreement, prior to marketing any Collaboration Product, NewCo and Intrexon will separately negotiate a non-exclusive license to use and display Intrexon Trademarks, solely in connection with the Commercialization of Collaboration Productions in the promotional materials, packaging and labeling. NewCo covenants that it shall not use any trademark confusingly similar to any Intrexon Trademarks in connection with any products (including any Collaboration Product).
Licenses to Newco