Non-Exclusive License Grant. In the event that either: (i) the making, have made or use by Merck or its Related Parties of any Cue Biologics during the term of this Agreement; or (ii) the making, having made, use, import, offer for sale and/or sale by Merck or its Related Parties of Compound or Product in the Territory would infringe a claim of an issued letters patent that Company (or its Affiliate) Controls and which patents are not covered by the grant in Section 3.1, Company hereby grants to Merck, to the extent Company is legally able to do so, a non-exclusive, sublicensable, royalty-free license in the Territory under such issued letters patent for Merck and its Related Parties to conduct such activities with respect to the Cue Biologics, Compounds and Products for all activities in the Field.
Non-Exclusive License Grant. Subject to the terms and conditions of this Agreement, Takeda hereby grants to Licensee a non-exclusive, sublicensable (subject to Section 3.3 (Sublicensing)) right and license under the Takeda Technology and Takeda’s interest in the Joint Technology to: (a) Develop the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Men’s Health Field in the Takeda Territory solely for the purpose of Exploiting such Licensed Products in the Field in the Licensee Territory, or as required in order for Licensee to comply with its diligence obligations set forth in Section 5.2 (Development Diligence Obligations) and (b) Manufacture the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Takeda Territory.
Non-Exclusive License Grant. Subject to the terms and conditions of this Agreement, Licensee hereby grants to Takeda a non-exclusive, sublicensable (subject to Section 3.3 (Sublicensing)) right and license under the Licensee Technology and Licensee’s interest in the Joint Technology to: (a) Develop the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Women’s Health Field in the Licensee Territory solely for the purpose of Exploiting such TAK-385 Licensed Products in the Field in the Takeda Territory, (b) Manufacture the Licensed Compounds and Licensed Products in the Licensee Territory, and (c) perform its obligations under this Agreement with respect to the Licensed Compounds and Licensed Products in the Field in the Licensee Territory (if any).
Non-Exclusive License Grant. If the making, having made, use, offer for sale, sale or import by Merck, or Merck’s Related Parties of Compound(s), Product Candidates or Product(s) otherwise permitted under this Agreement would infringe during the term of this Agreement a claim of issued letters patent which Vertex Controls and which patents are not covered by the grant in Section 3.1, Vertex hereby grants to Merck, to the extent Vertex is legally able to do so, a non-exclusive, sublicensable, royalty-free license in the Territory under such issued letters patent solely for Merck to develop, make, have made, use, sell, offer for sale or import Compound(s) and Product(s) in the Territory.
Non-Exclusive License Grant. On and subject to the terms of this Agreement, Licensor hereby grants to Licensee a non-exclusive, sublicensable (to the extent permitted by Section 18), irrevocable (except as expressly set forth in Section 17.A), non-terminable (except as expressly set forth in Section 17.A) right and license to use the Licensed Property outside the Territory, for the purpose of:
(1) other than in the Excluded Countries, Permitted Ex-US Sales (defined below), solely during the Term;
(2) the designing or manufacturing of (a) Goods and Services for ultimate sale or distribution of such Goods and Services pursuant to this Agreement, or (b) marketing, advertising, promotional, or other materials pursuant to this Agreement, solely during the Term;
(3) subject to Licensor’s express prior written approval, sales outside the Territory made to any Approved Wholesaler, closeout retailers, or other third parties for sales for Licensed Goods and Services that are Aged Goods and Licensed Goods and Services that have been misprinted or are damaged, imperfect, flawed, substandard quality, misprinted, or defective, solely during the Term (which approval is hereby granted (other than in the Excluded Countries) with respect to (a) sales of any inventory of Licensed Goods and Services that, as of the Effective Date, have been (x) designated by Bonobos to be Aged Goods or (y) misprinted or are damaged, imperfect, flawed, substandard quality, misprinted, or defective, or (b) sales of any inventory of Aged Goods in Canada; provided, however, upon Licensee receiving notice that Licensor has granted exclusive rights to a third party in Canada, (i) Licensee shall not make further sales of Aged Goods to Canada, except Licensee may continue to fulfill any then-existing orders for Aged Goods in Canada for a period of one (1) month following Licensee’s receipt of notice from Licensor advising of the Canadian grant and (ii) the parties will negotiate in good faith whether further sales of Aged Goods in Canada will be permitted and, if so, the terms and conditions for such sales);
(4) the engagement of service providers, vendors, or suppliers, solely during the Term;
(5) as part of a “doing business as” or “assumed name” trade name in the Territory, solely during the Term; and
(6) otherwise supporting, servicing, or operating any business in the Territory, solely during the Term.
Non-Exclusive License Grant a. Subject to the terms and conditions of this Agreement, Artist hereby grants ArtisTech a non-exclusive right and license throughout the world and universe to freely, and without restriction, use and exercise the rights of the Work(s) and catalog that the Artist has uploaded to xxXxxxxx.xxx and XxxxXxxxx.xxx, or will upload to xxXxxxxx.xxx and XxxxXxxxx.xxx, or has submitted to ArtisTech by some other means (including upload, demo submissions via CD, thumbdrive, shared-drive etc.), past, present and future, in whole or in part, as stated below:
i. to license under ccPlus or TuneTrack Plus, to reproduce, publish, duplicate, publicly or privately perform and display, distribute and transfer the Work(s), or cause to do the same, including Digital Audio Transmissions, Digital Phonorecord Deliveries of the Work, and the right to couple any of the Work with recordings other than Artist's licensed Work ("Distribution") for these purposes;
i. to use, market, license, sublicense, distribute and sell the Work, including without limitation to license to third parties for the length of the Artist’s copyright and other rights in the Work, the individual tracks, MIDI, lyrics, samples, music score, artwork, video, biography, photos, stems, liner notes, and other constituent parts from the Works;
ii. to create and reproduce Derivative Works, or cause to do the same;
iii. to use, reproduce, distribute, display, deliver and transmit, publicly and privately,
iv. by any means now known or hereafter devised, the lyrics of the musical compositions and related artwork and credits embodied in the Work, for the purpose of promoting the Work or facilitating the exercise of the rights of electronic distribution and/or traditional distribution of the Work; and
v. to use the Work to promote Artist, the Work and ArtisTech and its products, services partners, and partner services and to use the name and likeness of biographical material, logos, trademarks photographs, symbols, emblems, designs, and any other visual representations of the Artist, and any other individuals performing or otherwise represented in the Work.
vi. In light of the complexities of fingerprinting and song identification in regards to YouTube’s Content ID program, Artist grants ArtisTech exclusive rights to submit and collect income due to Artist based on its ccMixter uploads to YouTube’s CONTENT ID program. Further, Artist grants ArtisTech exclusive rights to submit and collect income due on its ccMixter upload t...
Non-Exclusive License Grant. Subject to the terms and conditions of this Agreement, effective as of the Closing Date, GSK grants Jazz Pharmaceuticals a worldwide, perpetual, royalty-free, non-exclusive license under the Licensed GSK Patents solely for the purpose of exploiting the rights granted under the Patents and developing and commercializing a Product; provided, however, that, pursuant to Sections 3.3 and 3.5, Jazz Pharmaceuticals shall be obligated to pay milestones and Additional Consideration Payments on Net Sales of Products for the indications covered by the Licensed GSK Patents. Such license granted hereunder shall be sublicensable by Jazz Pharmaceuticals in connection with activities relating to the development and commercialization of Products and Compounds. Additionally, should Jazz Pharmaceuticals require a license under any GSK patent relating to the composition of matter or method of manufacturing sodium channel antagonist compounds or other GSK patents that would block Jazz Pharmaceuticals from making and selling the Compounds as described in the Patents, GSK shall grant Jazz Pharmaceuticals a non-exclusive, royalty-free license under such GSK patents, to the extent GSK has the right to grant such license at the time of Jazz Pharmaceutical’s request.
Non-Exclusive License Grant. In the event that exercising the rights granted to it herein and performing its obligations hereunder by a Party would infringe during the Term any Patent Rights which are Controlled by the other Party (and which are not otherwise licensed hereunder), such other Party hereby grants to the first Party, to the extent such other Party is legally able to do so, a non-exclusive, sublicensable, royalty-free license under such Patent Rights solely for such first Party to exercise the rights granted to it herein and perform its obligations hereunder.
Non-Exclusive License Grant. In the event that the development, making, having made, importing, exporting, use, distribution, marketing, promotion, offering for sale or sale by SPL, its Affiliates and/or Sublicensees of Licensed Product in the Territory would infringe during the Term of this Agreement a claim of an issued letters patent, and/or any patent rights which Licensor owns or has the rights to license and which patents are not covered by the grant in Section 2.1, Licensor hereby grants to SPL and its Affiliates, to the extent Licensor is legally able to do so, a non-exclusive, royalty-free license in the Territory under such issued letters patent
Non-Exclusive License Grant. In the event that the development, making, having made, importing, exporting, use, distribution, marketing, promotion, offering for sale or sale by Schering, its Affiliates and/or Sublicensees of Licensed Product in the Territory would infringe during the Term of this Agreement a claim of an issued letters patent, and/or any patent rights which Licensor owns or has the rights to license and 7 81 which patents are not covered by the grant in Section 2.1, Licensor hereby grants to Schering and its Affiliates, to the extent Licensor is legally able to do so, a non-exclusive, royalty-free license in the Territory under such issued letters patent solely for Schering, its Affiliates and/or Sublicensees to discover, develop, make, have made, use, distribute, market, promote, offer for sale and sell Licensed Compound and/or Licensed Product(s) in the Territory.
