Obligation to Grant-Back Under RAND Terms Sample Clauses

Obligation to Grant-Back Under RAND Terms. Licensee and its Affiliates shall not unreasonably refuse to grant to qualified entities (defined below), for products that are configured in compliance with the BD Standards (“BD Products”), non-exclusive, non- transferable rights (by way of license or otherwise), on fair, reasonable, non-discriminatory conditions, to manufacture, transfer, sell, import or otherwise dispose of BD Products under any and all Grant-Back Essential Patents. “Grant-Back Essential Patents” means present and future Patents that contain one or more claims which are (or which were, if Former Essential Patents) necessarily infringed, or necessary as a practical matter on the basis that there are no economically viable substitutes, to implement the BD Standards, the DVD Standards or the CD Standards, for which Licensee or its Affiliates have during the Term, or may acquire during the Term, the right to grant licenses. For the purposes of this Section 7.1 only, each Licensor’s per- Patent share of the royalties paid per Licensed Product in accordance with this License Agreement shall be deemed to be a fair, reasonable and non-discriminatory royalty rate for the grant (by way of license or otherwise) by Licensee and its Affiliates under its Grant-Back Essential Patents. For the purposes of this paragraph, "qualified entities" means (a) third parties and their respective Affiliates that have entered or will enter into a registration or license agreement with Licensing Company under one or more of the Licensed Patents (by way of example, a “License Agreement for BD Player (Transportation Vehicle) Manufacturer”) and
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Obligation to Grant-Back Under RAND Terms. Licensee and its Affiliates shall not unreasonably refuse to grant to qualified entities (defined below), for products that are configured in compliance with the BD Software Standards (“BD Products”), non-exclusive, non-transferable rights (by way of license or otherwise), on fair, reasonable, non-discriminatory conditions, to manufacture, transfer, sell, import or otherwise dispose of BD Products under any and all Grant-Back Essential Patents. “Grant-Back Essential Patents” means present and future Patents that contain one or more claims which are (or which were, if Former Essential Patents) necessarily infringed, or necessary as a practical matter on the basis that there are no economically viable substitutes, to implement the BD Software Standards, the DVD Software Standards or the CD Standards, for which Licensee or its Affiliates have during the Term, or may acquire during the Term, the right to grant licenses. For the purposes of this Section 7.1 only, each Licensor’s per-Patent share of the royalties paid per Licensed Product in accordance with this License Agreement shall be deemed to be a fair, reasonable and non-discriminatory royalty rate for the grant (by way of license or otherwise) by Licensee and its Affiliates under its Grant-Back Essential Patents. For the purposes of this paragraph, "qualified entities" means (a) third parties and their respective Affiliates that have entered or will enter into a registration or license agreement with Licensing Company under one or more of the Licensed Patents (by way of example, a “License Agreement for BD Software Manufacturer”) and (b) Licensors. Notwithstanding any provision of this paragraph to the contrary, Licensee (or its Affiliates) shall not be required to grant a third party a license under a Grant-Back Essential Patent if such a license would require Licensee (or its Affiliates) to pay compensation to a third party other than the Affiliates, agents or employees of Licensee (or its Affiliates).
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Obligation to Grant-Back Under RAND Terms. Licensee and its Affiliates shall not unreasonably refuse to grant to qualified entities (defined below), for products that are configured in compliance with the UHD Standards or the BD Software Standards (“UHD/BD Products”), non-exclusive, non-transferable rights (by way of license or otherwise), on fair, reasonable, non-discriminatory conditions, to manufacture, transfer, sell, import or otherwise dispose of UHD/BD Products under any and all Grant-Back Essential Patents. “Grant-Back Essential Patents” means present and future Patents that contain one or more claims which are (or which were, if Former Essential Patents) necessarily infringed, or necessary as a practical matter on the basis that there are no economically viable substitutes, to implement the UHD Standards, the BD Software Standards, the DVD Software Standards or the CD Standards, for which Licensee or its Affiliates have during the Term, or may acquire during the Term, the right to grant licenses. For the purposes of this Section 9.1 only, each Licensor’s per-Patent share of the royalties paid per Licensed Product in accordance with this License Agreement shall be deemed to be a fair, reasonable and non-discriminatory royalty rate for the grant (by way of license or otherwise) by Licensee and its Affiliates under its Grant-Back Essential Patents. For the purposes of this paragraph, "qualified entities" means (a) third parties and their
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Related to Obligation to Grant-Back Under RAND Terms

  • Conditions to Obligation of Each Party to Effect the Merger The respective obligations of each party to this Agreement to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of each of the following conditions:

  • Alternate Payment and Notice Provisions Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements.

  • Definitions of Key Terms Relating to Additional Rent As used in this Article 4, the following terms shall have the meanings hereinafter set forth:

  • Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date), and, if the terms of such Security so provide, to convert such Security in accordance with its terms, and to institute suit for the enforcement of any such payment and, if applicable, any such right to convert, and such rights shall not be impaired without the consent of such Holder.

  • Obligation to Provide State Access to Grant Records The Grantee must make all grant records of expenditures, copies of reports, books, and related documentation available to the Division or a duly authorized representative of the State of Florida for inspection at reasonable times for the purpose of making audits, examinations, excerpts, and transcripts.

  • Obligations of Business Associate Upon Termination Upon termination of this Agreement for any reason, business associate shall return to covered entity or, if agreed to by covered entity, destroy all protected health information received from covered entity, or created, maintained, or received by business associate on behalf of covered entity, that the business associate still maintains in any form. Business associate shall retain no copies of the protected health information.

  • Unconditional Right of Holders to Receive Principal, Premium and Interest Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

  • Conditions to Obligations of Each Party to Effect the Merger The respective obligations of the Company, Parent and Merger Sub to effect the Merger shall be subject to the satisfaction, at or prior to the Effective Time, any of which may be waived, in writing, by the Company, Parent and Merger Sub, of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Merger The respective obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Exchange The obligation of each party to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

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