Common use of Licensor grants to Licensee Clause in Contracts

Licensor grants to Licensee. 2.01 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in Section 2.06 and Article 8) right and license to use Licensor Patent Rights and Licensor Technical Information to design, construct, operate and maintain (including modify, expand and replace) Licensed Facilities under a separate Site License Agreement for each Licensed Plant, to practice the Conversion Process to manufacture Synthetic Product solely for the purpose of producing, using, and selling Marketable Products anywhere in the world, provided that the aggregate maximum daily design capacity of the Licensed Facilities, as defined in the Process Design Packages for all Licensed Plants which comprise the Licensed Facilities, shall not exceed 50,000 barrels per day of Synthetic Product, regardless of Licensee's specific Participating Interest in any particular Licensed Plant. 2.02 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in Section 2.06 and Article 8) right to purchase from Reactor Vendors the appropriate Xxxxxxx-Tropsch and autothermal reforming reactors for use in the practice of the Conversion Process at a Licensed Plant. Licensee shall have no right to make, have made, or sell any reactor based on Reactor Information except as expressly provided in this Section 2.02. 2.03 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee (a) the right to purchase from Licensor the appropriate Xxxxxxx-Tropsch Catalyst and, from either Licensor or a catalyst vendor designated by Licensor, the appropriate autothermal reforming catalyst for use in the practice of the Conversion Process at a Licensed Plant to manufacture Synthetic Product solely for the purpose of producing, using, and selling Marketable Products anywhere in the world and (b) a limited non-exclusive, non-transferable (except as provided in Section 2.06 and Article 8) right and license under Licensor Catalyst Patent Rights and Licensor Catalyst Information to use such catalysts in the practice of the Conversion Process at a Licensed Plant to manufacture Synthetic Product solely for the purpose of producing, using, and selling Marketable Products anywhere in the world. The purchase price for any catalyst purchased by Licensee from Licensor shall be equal to the lowest of (a) Licensor's cost to produce or have produced such catalysts, plus a markup of twenty five percent (25%), or (b) if, during the twelve (12) month period prior to a catalyst purchase by Licensee, the same catalyst (at comparable quantities) was sold by Licensor to a third party at a markup less than twenty five percent (25%), Licensee shall be entitled to the lower markup for its current catalyst purchase. Licensor will, no more than once per year, provide Licensee reasonable access to the relevant books of Licensor to verify the lowest markup for such catalyst. Licensee shall have no rights to make, have made, or sell any Licensor Xxxxxxx-Tropsch Catalyst or autothermal reforming catalyst, which is proprietary to Licensor. Beyond the initial catalyst fill, for a Licensed Plant, Licensee will have the right to buy replacement catalyst from other catalyst suppliers. If Licensor specifies in the Process Design Package an autothermal reforming catalyst commercially available from a third party, Licensee shall have the right to purchase such catalyst directly from a third party. 2.04 In the event Licensor for any reason is unable to supply Licensee with such amounts of Xxxxxxx-Tropsch Catalyst as may be reasonably necessary for the operation of a specific Licensed Plant, Licensor shall provide to one or more catalyst vendors designated by Licensor the necessary catalyst recipe, together with a non-exclusive limited license to make and sell such Xxxxxxx-Tropsch Catalyst to Licensee for use in such Licensed Plant, and Licensee shall have the right to purchase such Xxxxxxx-Tropsch Catalyst from such vendor for use in such Licensed Plant on the same terms (including price) as set forth in Section 2.03.

Licensor grants to Licensee. 2.01 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in Section SECTION 2.06 and Article ARTICLE 8) right and license to use Licensor Patent Rights and Licensor Technical Information to design, construct, operate and maintain (including modify, expand and replace) Licensed Facilities under a separate Site License Agreement for each Licensed Plant, to practice the Conversion Process to manufacture Synthetic Product solely for the purpose of producing, using, and selling Marketable Products anywhere in the world, provided that the aggregate maximum daily design capacity of the Licensed Facilities, as defined in the Process Design Packages for all Licensed Plants which comprise the Licensed Facilities, shall not exceed 50,000 barrels per day of Synthetic Product, regardless of Licensee's specific Participating Interest ownership interest in any particular Licensed Plant. 2.02 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in Section SECTION 2.06 and Article ARTICLE 8) right to purchase from Reactor Vendors the appropriate Xxxxxxx-Tropsch and autothermal reforming reactors for use in the practice of the Conversion Process at a Licensed Plant. Licensee shall have no right to make, have made, or sell any reactor based on Reactor Information except as expressly provided in this Section SECTION 2.02. 2.03 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee (a) the right to purchase from Licensor the appropriate Xxxxxxx-Tropsch Catalyst and, from either Licensor or a catalyst vendor designated by Licensor, the appropriate autothermal reforming catalyst for use in the practice of the Conversion Process at a Licensed Plant to manufacture Synthetic Product solely for the purpose of producing, using, and selling Marketable Products anywhere in the world and (b) a limited non-exclusive, non-transferable (except as provided in Section SECTION 2.06 and Article ARTICLE 8) right and license under Licensor Catalyst Patent Rights and Licensor Catalyst Information to use such catalysts in the practice of the Conversion Process at a Licensed Plant to manufacture Synthetic Product solely for the purpose of producing, using, and selling Marketable Products anywhere in the world. The purchase price for any catalyst purchased by Licensee from Licensor shall be equal to the lowest of (a) Licensor's cost to produce or have produced such catalysts, plus a markup of twenty five percent (25%), or (b) if, during the twelve (12) month period prior to a catalyst purchase by Licensee, the same catalyst (at comparable quantities) was sold by Licensor to a third party at a markup less than twenty five percent (25%), Licensee shall be entitled to the lower markup for its current catalyst purchase. Licensor will, no more than once per year, provide Licensee reasonable access to the relevant books of Licensor to verify the lowest markup for such catalyst. Licensee shall have no rights to make, have made, or sell any Licensor Xxxxxxx-Tropsch Catalyst or autothermal reforming catalyst, which is proprietary to Licensor. Beyond the initial catalyst fill, for a Licensed Plant, Licensee will have the right to buy replacement catalyst from other catalyst suppliers. If Licensor specifies in the Process Design Package an autothermal reforming catalyst commercially available from a third party, Licensee shall have the right to purchase such catalyst directly from a third party. 2.04 In the event Licensor for any reason is unable to supply Licensee with such amounts of Xxxxxxx-Tropsch Catalyst as may be reasonably necessary for the operation of a specific Licensed Plant, Licensor shall provide to one or more catalyst vendors designated by Licensor the necessary catalyst recipe, together with a non-exclusive limited license to make and sell such Xxxxxxx-Tropsch Catalyst to Licensee for use in such Licensed Plant, and Licensee shall have the right to purchase such Xxxxxxx-Tropsch Catalyst from such vendor for use in such Licensed Plant on the same terms (including price) as set forth in Section SECTION 2.03.

Licensor grants to Licensee. 2.01 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in Section 2.06 and Article ARTICLE 8) right and license to use Licensor Patent Rights and Licensor Technical Information to design, construct, operate and maintain (including modify, expand and modify or replace) the Licensed Facilities under a separate Site License Agreement for each Licensed Plant, Plant to practice the Conversion Process to manufacture Synthetic Product solely for the purpose of producing, using, producing Products and using and selling Marketable such Products anywhere in the world, provided that the aggregate maximum daily design capacity of the Licensed Facilities, as defined in the Process Design Packages for all Licensed Plants which comprise the Licensed Facilities, shall not exceed 50,000 barrels per day of Synthetic Product, regardless of Licensee's specific Participating Interest in any particular Licensed Plant. 2.02 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in Section 2.06 and Article ARTICLE 8) right to purchase from Reactor Vendors the appropriate Xxxxxxx-Tropsch and autothermal reforming reactors for use in the practice of the Conversion Process at a the Licensed Plant. Licensee shall have no right to make, have made, or sell any reactor based on Reactor Information except as expressly provided in this Section SECTION 2.02. 2.03 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee (a) the right to purchase from Licensor the appropriate Xxxxxxx-Tropsch Catalyst and, from either Licensor or a catalyst vendor designated by Licensor, the appropriate autothermal reforming catalyst for use in the practice of the Conversion Process at a the Licensed Plant to manufacture Synthetic Product solely for the purpose of producing, using, and selling Marketable Products anywhere in the world and (b) a limited non-exclusive, non-transferable (except as provided in Section 2.06 and Article ARTICLE 8) right and license under Licensor Catalyst Patent Rights and Licensor Catalyst Information to use such catalysts in the practice of the Conversion Process at a the Licensed Plant to manufacture Synthetic Product solely for the purpose of producing, using, producing Products and using and selling Marketable such Products anywhere in the world. The purchase price for any catalyst purchased by Licensee from Licensor shall be equal to the lowest of (a) Licensor's cost to produce or have produced such catalysts, plus a markup of twenty five percent (25%), or (b) if, during the twelve (12) month period prior to a catalyst purchase by Licensee, the same catalyst (at comparable quantities) was sold by Licensor to a third party at a markup less than twenty five percent (25%), Licensee shall be entitled to the lower markup for its current catalyst purchase. Licensor will, no more than once per year, provide Licensee reasonable access to the relevant books of Licensor to verify the lowest markup for such catalyst. Licensee shall have no rights to make, have made, or sell any Licensor Xxxxxxx-Tropsch Catalyst or autothermal reforming catalyst, which is proprietary to Licensor. Beyond the initial catalyst fill, fill for a the Licensed Plant, Licensee will have the right to buy replacement catalyst from other catalyst suppliers. If Licensor specifies in the Process Design Package an autothermal reforming catalyst commercially available from a third party, Licensee shall have the right to purchase such catalyst directly from a third party. 2.04 In the event Licensor for any reason is unable to supply Licensee with such amounts of Xxxxxxx-Tropsch Catalyst as may be reasonably necessary for the operation of a specific the Licensed Plant, Licensor shall provide to one or more catalyst vendors designated by Licensor the necessary catalyst recipe, together with a non-exclusive limited license to make and sell such Xxxxxxx-Tropsch Catalyst to Licensee for use in such the Licensed Plant, and Licensee shall have the right to purchase such Xxxxxxx-Tropsch Catalyst from such vendor for use in such the Licensed Plant on the same terms (including price) as set forth in Section SECTION 2.03.

Licensor grants to Licensee. 2.01 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in Section SECTION 2.06 and Article ARTICLE 8) right and license to use Licensor Patent Rights and Licensor Technical Information to design, construct, operate and maintain (including modify, expand and replace) Licensed Facilities under a separate Site License Agreement for each Licensed Plant, to practice the Conversion Process to manufacture Synthetic Product solely for the purpose of producing, using, and selling Marketable Products anywhere in the world, provided that the aggregate maximum daily design capacity of the Licensed Facilities, as defined in the Process Design Packages for all Licensed Plants which comprise the Licensed Facilities, shall not exceed 50,000 barrels per day of Synthetic Product, regardless of Licensee's specific Participating Interest ownership interest in any particular Licensed Plant. 2.02 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as provided in Section SECTION 2.06 and Article ARTICLE 8) right to purchase from Reactor Vendors the appropriate Xxxxxxx-Tropsch and autothermal reforming reactors for use in the practice of the Conversion Process at a Licensed Plant. Licensee shall have no right to make, have made, or sell any reactor based on Reactor Information except as expressly provided in this Section SECTION 2.02. 2.03 Subject to the terms and conditions of this Agreement, Licensor grants to Licensee (a) the right to purchase from Licensor the appropriate Xxxxxxx-Tropsch Catalyst and, from either Licensor or a catalyst vendor designated by Licensor, the appropriate autothermal reforming catalyst for use in the practice of the Conversion Process at a Licensed Plant to manufacture Synthetic Product solely for the purpose of producing, using, and selling Marketable Products anywhere in the world and (b) a limited non-non- exclusive, non-transferable (except as provided in Section SECTION 2.06 and Article ARTICLE 8) right and license under Licensor Catalyst Patent Rights and Licensor Catalyst Information to use such catalysts in the practice of the Conversion Process at a Licensed Plant to manufacture Synthetic Product solely for the purpose of producing, using, and selling Marketable Products anywhere in the world. The purchase price for any catalyst purchased by Licensee from Licensor shall be equal to the lowest of (a) Licensor's cost to produce or have produced such catalysts, plus a markup of twenty five percent (25%), or (b) if, during the twelve (12) month period prior to a catalyst purchase by Licensee, the same catalyst (at comparable quantities) was sold by Licensor to a third party at a markup less than twenty five percent (25%), Licensee shall be entitled to the lower markup for its current catalyst purchase. Licensor will, no more than once per year, provide Licensee reasonable access to the relevant books of Licensor to verify the lowest markup for such catalyst. Licensee shall have no rights to make, have made, or sell any Licensor Xxxxxxx-Tropsch Catalyst or autothermal reforming catalyst, which is proprietary to Licensor. Beyond the initial catalyst fill, for a Licensed Plant, Licensee will have the right to buy replacement catalyst from other catalyst suppliers. If Licensor specifies in the Process Design Package an autothermal reforming catalyst commercially available from a third party, Licensee shall have the right to purchase such catalyst directly from a third party. 2.04 In the event Licensor for any reason is unable to supply Licensee with such amounts of Xxxxxxx-Tropsch Catalyst as may be reasonably necessary for at any time during the operation of a specific Licensed Plant, Licensor shall provide to one or more catalyst vendors designated by Licensor the necessary catalyst recipe, together with a non-exclusive limited license to make and sell such Xxxxxxx-Tropsch Catalyst to Licensee for use in such Licensed Plant, and Licensee shall have the right to purchase such Xxxxxxx-Tropsch Catalyst from such vendor for use in such Licensed Plant on the same terms (including price) as set forth in Section SECTION 2.03.