Common use of Non-Exclusive License Grant Clause in Contracts

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. On and Effective as of March 1, 2000, NeoMedia hereby grants to DC a personal, non-transferable (except as provided herein), worldwide, non-exclusive license, under the Licensed Patents in the field of Internet Enhanced Media Operations, subject to the terms of this Agreement, Licensor hereby grants to Licensee a non-exclusive(i) make, sublicensable have made and use Switch(es) and components thereof (to the extent including software) (but not sell Switches except as otherwise permitted by Section 18herein), irrevocable wherein such Switch(es) may only be operated by or exclusively on behalf of DC or any of its Affiliates (except as expressly set forth in Section 17.Ahereinafter "Licensed Switches"), non-terminable (except as expressly set forth in Section 17.Aii) right make, have made, use, sell and/or offer for sale and/or transfer End User Devices and license to components thereof for use the with a Licensed Property outside the TerritorySwitch (hereinafter "Licensed End User Devices"), and (iii) create, publish, broadcast, sell, lease, offer for sale, transfer, or otherwise implement an index or cue for the purpose of: of operating with a Licensed Switch. The non-exclusive grant provided hereunder includes flow-through rights sufficient to allow (1i) other than DC's Affiliates, distributors, business partners, dealers, agents, franchisees, licensees (direct and indirect), and customers to act in furtherance of DC's license hereunder but in no circumstances shall such flow-through rights be construed to grant any independent license rights whatsoever to any such third party that could be exercised apart from such third party's activities in furtherance of DC's license; and (ii) any third party to operate an End-User Device in conjunction with a Licensed Switch or to create, publish, broadcast, sell, lease, offer for sale, transfer, or otherwise implement an index or cue for the purpose of operating with a Licensed Switch. Notwithstanding anything to the contrary, the activities covered under this license grant shall include, but are not limited to, all lines of business as described in the Excluded CountriesSEC S-1 Amendment No. 1 filed by DC on September 26, Permitted Ex-US Sales 2000. Nothing herein shall prevent DC from selling or transferring infrastructure (defined belowincluding Licensed Switch(es), 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 for use exclusively on behalf of DC or any of its Affiliates. No rights are conveyed by this Agreement to operate an End-User Device with a Switch if such Switch is 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 Termlicensed hereunder.

Non-Exclusive License Grant. On and Effective as of March 1, 2000, NeoMedia hereby grants to DC a personal, non-transferable (except as provided herein), worldwide, non-exclusive license, under the Licensed Patents in the field of Internet Enhanced Media Operations, subject to the terms of this Agreement, Licensor hereby grants to Licensee a non-exclusive(i) make, sublicensable have made and use Switch(es) and components thereof (to the extent including software) (but not sell Switches except as otherwise permitted by Section 18herein), irrevocable wherein such Switch(es) may only be operated by or exclusively on behalf of DC or any of its Affiliates (except as expressly set forth in Section 17.Ahereinafter "Licensed Switches"), non-terminable (except as expressly set forth in Section 17.Aii) right make, have made, use, sell and/or offer for sale and/or transfer End User Devices and license to components thereof for use the with a Licensed Property outside the TerritorySwitch (hereinafter "Licensed End User Devices"), and (iii) create, publish, broadcast, sell, lease, offer for sale, transfer, or otherwise implement an index or cue for the purpose of: of operating with a Licensed Switch. The non-exclusive grant provided hereunder includes flow-through rights sufficient to allow (1i) other than DC's Affiliates, distributors, business partners, dealers, agents, franchisees, licensees (direct and indirect), and customers to act in furtherance of DC's license hereunder but in no circumstances shall such flow-through rights be construed to grant any independent license rights whatsoever to any such third party that could be exercised apart from such third party's activities in furtherance of DC's license; and (ii) any third party to operate an End-User Device in conjunction with a Licensed Switch or to create, publish, broadcast, sell, lease, offer for sale, transfer, or otherwise implement an index or cue for the purpose of operating with a Licensed Switch. Notwithstanding anything to the contrary, the activities covered under this license grant shall include, but are not limited to, all lines of business as described in the Excluded CountriesXXX X-0 Amendment No. 1 filed by DC on September 26, Permitted Ex-US Sales 2000. Nothing herein shall prevent DC from selling or transferring infrastructure (defined belowincluding Licensed Switch(es), 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 for use exclusively on behalf of DC or any of its Affiliates. No rights are conveyed by this Agreement to operate an End-User Device with a Switch if such Switch is 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 Termlicensed hereunder.