The Licensed Assets Sample Clauses

The Licensed Assets. 1.2.1. Subject to the Non-Disclosure Agreement attached as Appendix A hereto (the “NDA”), Semitool grants to Aviza a non-exclusive, non-transferable, worldwide, royalty-free license to reproduce, modify, make derivative works of, use and distribute through multiple tiers of distribution the software source code delivered by Semitool for the *** (the “Licensed Software”) to develop, make, have made, use, have used, import, offer to sell and sell the Thermal Products and any improvements, modifications, follow-on products or similar products (the “Permitted Uses”). 1.2.2. Semitool grants to Aviza a non-exclusive, transferable (including the right to sublicense), worldwide, irrevocable, royalty-free license to use such Semitool patents and patent applications, set forth in Schedule 1.2.2., as applicable to the *** (the “Licensed Patents”) for the Permitted Uses. 1.2.3. Aviza agrees not to intentionally use, without the prior written consent of Semitool, any knowledge gained through the use of the Licensed Software or Licensed Patents for any purpose other than the Permitted Uses. In the event of a material, uncured breach of this Section 1.2 or the NDA, the license granted pursuant to Section 1.2.1 shall terminate. 1.2.4. The items described in Section 1.2.1 and 1.2.2, above, collectively shall be referred to as the “Licensed Assets.” 1.2.5. The items described in Section 1.1, above, and this Section 1.2, collectively shall be referred to as the “Thermal Assets.”
Sample 1
AutoNDA by SimpleDocs
The Licensed Assets. (a) On the terms and subject to the provisions of this Agreement, Altris agrees to grant to SDRC a worldwide, perpetual, irrevocable, royalty free and fully paid up license to use internally, make copies of, license to end users, distribute, display, market and sublicense those portions of Altris' Enabler and EB Product (and any future versions or successors thereof) that form a part of SDRC's MetaDMS product (the "Licensed Software"); provided, however, that (i) SDRC's right to license or sublicense the Licensed Software shall be limited to licenses or sublicenses in conjunction with SDRC's sale of Metaphase's document management product; and (ii) SDRC shall not provide upgrades to any licensee or sublicensee who does not have a maintenance contract for the product in effect with Altris. The terms of such license are set forth in Altris' standard license and distribution agreement, a copy of which is set forth in the attached Exhibit B. (b) In the event Altris includes third party software in future versions of the Licensed Software, SDRC shall reimburse Altris for its out-of-pocket costs of sublicensing any such software subject to the following conditions: (i) such software must be new functionality added to the Licensed Software or a measureable increase in performance of existing functionality, not simply a replacement of current functionality; (ii) Altris shall not include any third party software in future versions of the Licensed Software for a period of at least three (3) months from the Closing Date; (iii) upon the expiry of the aforementioned three (3) month period, Altris must provide SDRC with a minimum of three (3) months notice of its intention to include such third party software in the Licensed Software; and (iv) SDRC shall not be required to reimburse Altris for its out-of-pocket costs unless and until such costs exceed $250,000 in the aggregate and then only to the extent its out-of-pocket costs exceed such $250,000 credit. In any event, SDRC shall be entitled to negotiate with such third party software provider for the direct provision of such third party components. In the event SDRC elects to use third party products in replacement of the Licensed Software (or portions thereof), SDRC shall provide Altris with ninety (90) days written notice of its election to use other third party products, specifying which portions of the Licensed Software are being replaced with other third party products, and Altris shall be under no further obliga...
Sample 1

Related to The Licensed Assets

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Licensed Rights (a) (i) BNYM hereby grants to Company a limited, nonexclusive, nontransferable license to access and use the Licensed System in the United States through its employees (other than as expressly permitted otherwise by Section 2.1(a)(ii) below), solely in accordance with applicable Documentation, through the interfaces and telecommunication lines designated by BNYM, strictly for the internal business purposes of the Company, solely in support of the Core Services and solely for so long as any applicable fees are paid by Company.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.

  • Licensed Patents 9.1.1 Oculis shall be responsible for and shall have the exclusive right with respect to, the preparation, filing, prosecution, protection, maintenance and enforcement of all Patent Rights in respect of the Licensed Technology in its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and serial number; and keep Accure advised of the status of actual and prospective Patent Right filings, including office actions, and keep Accure informed about and provide copies of all the relevant information exchanged between Oculis and the different Industrial or Intellectual Property Registration Offices regarding the prosecution, maintenance, defense and enforcement of the Licensed Patents. The cost and expense of filing, prosecuting, maintaining and enforcing all Licensed Patents shall be borne by Oculis. Accure shall, and hereby procures its personnel will, provide all requested information and perform all acts reasonably requested by Oculis in connection with the prosecution, maintenance, defense or enforcement of the Licensed Technology. Without limiting the foregoing, Accure and its Affiliates may not file for further Patent Rights relating to Licensed Technology. 9.1.2 Should Oculis not be interested in the prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses with respect to the prosecution, defense or maintenance of any Licensed Patent before any upcoming deadline, Oculis shall give reasonable advance notice to Accure (no less than [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territory.

  • Licensed Product The term “Licensed Product” shall mean any product (a) the manufacture, use, importation, sale or offer for sale of which would, in the absence of the license granted by this Agreement, infringe a Valid Claim of any of the Licensed Patent Rights, or (b) that is comprised of, utilizes or incorporates Licensed Biological Materials, or (c) that is discovered, developed or made using a Licensed Process.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!