Trade Secret License. Effective as of the Closing, the Company hereby grants, on behalf of themselves and their Subsidiaries, to Buyer and its Affiliates, an irrevocable, perpetual, worldwide, royalty-free, fully paid-up right and license to use and otherwise exploit solely in connection with the operation of the Business (including the conduct of the Business by Buyer and its Affiliates) all Trade Secrets that are (a) owned by the Company or any of its Subsidiaries, (b) used in connection with the Business as conducted as of the Closing Date (other than any aspect of the operation of the Business that is provided by way of services pursuant to the Transition Services Agreement or MNSA), and (c) not included in the Transferred Intellectual Property. Buyer or any of its Affiliates may sublicense any of the rights granted pursuant to this Section 8.3 (i) to any of its contractors, channel partners, resellers, or suppliers, in each case, solely in connection with the operation of the Business (including the conduct of the Business by Buyer and its Affiliates), or (ii) in connection with any divestiture of the Business (including the conduct of the Business by Buyer and its Affiliates), or any portion thereof, to a Third Party. All Trade Secrets licensed pursuant to this Section 8.3 shall be treated as Confidential Information subject to the confidentiality provisions of Section 12.1(b) and the Buyer will cause any sublicensee of such Trade Secrets to be bound by confidentiality obligations at least as favorable for the benefit of the Sellers.
Trade Secret License. Effective as of the Closing, Seller hereby grants, on behalf of itself and its Subsidiaries, to Buyer and its Affiliates, an irrevocable, perpetual, non-exclusive, non-transferable (other than in connection with a divestiture of the Transferred Assets), worldwide, royalty-free, fully paid-up right and license to use and otherwise exploit solely in connection with the ownership, use and operation of the Transferred Assets all Trade Secrets (excluding any Software and rights in Software) that are (a) owned by Seller or any of its Subsidiaries, (b) used in connection with any of the Transferred Assets as owned, operated and used as of the Closing Date, and (c) not included in the Transferred Intellectual Property. Buyer or any of its Affiliates may sublicense any of the rights granted pursuant to this Section 7.2 (i) to any of its contractors, channel partners, resellers, or suppliers, in each case, solely in connection with the use and operation of the Transferred Assets for the benefit of Buyer and its Affiliates (including the ownership, operation and use of the Transferred Assets by Buyer and its Affiliates), or (ii) in connection with any divestiture of the Transferred Assets (including the ownership, operation and use of the Transferred Assets by Buyer and its Affiliates), or any portion thereof, to a Third Party. All Trade Secrets licensed pursuant to this Section 7.2 shall be treated as Confidential Information subject to the confidentiality provisions of Section 5.8(b) and Buyer will cause any sublicensee of such Trade Secrets to be bound by confidentiality obligations at least as favorable for the benefit of Seller.
Trade Secret License. Without limiting anything set forth herein, including Company's and WW's ownership of its trade secrets, effective as of the Closing, the Stockholder hereby grants to Parent, and to the Company and WW after the Closing, a non-exclusive license to use all trade secrets and know-how owned by the Stockholder used in the conduct of the Business. Subject to the terms of this Agreement and the Commercial Agreements and the Ancillary Agreements, Parent, the Stockholder, the Company and WW shall treat such trade secrets in the same manner that they treat comparable other trade secrets owned by each of them.
Trade Secret License. Subject to Veoneer keeping such Trade Secrets confidential in accordance with this Agreement, Velodyne hereby grants to Veoneer a worldwide, non-exclusive and limited license to Use Velodyne’s Trade Secrets, including but not limited to research and development purposes and for the purpose of manufacturing Licensed Products (as set forth herein), each of the foregoing, solely as necessary for Veoneer to fulfill the Purpose. For clarity: i) the only Trade Secrets that Velodyne is obligated to provide hereunder are those embodied in the deliverables set forth on Schedule 2; ii) [*]; and iii) Veoneer will have no obligation to provide any Trade Secrets, Confidential Information (as defined below) or other documentation, articles or materials to Velodyne hereunder. To the extent documents, files and other materials embodying such Trade Secrets are labelled as being “Velodyne Confidential”, Veoneer will exercise reasonable care to refrain from disclosing the same to any third parties (other than consultants and the like working for Veoneer that have a need to know, are bound by a confidentiality agreement and are informed of the confidential nature of the information) and will use at least reasonable efforts to secure such information, but in no event less care than it uses to prevent its own similarly sensitive information from being disclosed to third parties. On Schedule 1 attached hereto, Veoneer has provided to Velodyne a list of employees that are currently approved to receive Trade Secret information, [*] (hereinafter, the “Approved VNE Representatives”). For clarity, the number of Approved VNE Representatives shall be no less than [*], and thereafter as meaningfully engaged with Velodyne. If Velodyne provides information or materials to any Approved VNE Representatives and such information, given the nature and type is such that a reasonable person should understand the information to be Velodyne confidential information, such information shall be treated as a Velodyne Trade Secret by Veoneer, regardless of whether such information or materials are labeled as “Velodyne Confidential”.
Trade Secret License. CHAO SEMINARS hereby grants to ATTENDEE a non- exclusive license to use the Trade Secrets to treat patients using the instruments and Licensed Items throughout the Licensed Territory. The rights granted to ATTENDEE pursuant to the immediately preceding sentence may not be sublicensed by ATTENDEE to other persons with the prior written approval of CHAO SEMINARS, which approval shall be at the sole discretion of CHAO SEMINARS. ATTENDEE understands and agrees that nothing in this Agreement shall be interpreted as conferring any proprietary rights upon ATTENDEE or any sub ATTENDEE with respect to the Trade Secrets. CHAO SEMINARS reserves the right to use the Trade Secrets within the Licensed Territory. The license granted in this Section shall terminate upon the expiration or other termination of this Agreement. ATTENDEE agrees not to disclose the trade secrets.
Trade Secret License. It is understood that for Trade Secrets that are included in the Business and the Acquired Assets, ownership of such Trade Secrets shall be assigned to Buyer and shall be considered confidential information of Buyer and subject to the provisions of Section 8.3 hereof and not confidential information of Seller. Buyer shall have the right to use, disclose and otherwise exploit such Trade Secrets in its sole discretion and Seller and its affiliates shall refrain from doing so in perpetuity. Notwithstanding the above, and without limiting anything set forth herein, including Seller's ownership of its Trade Secrets, effective as of the Closing, Seller hereby grants to Buyer, an exclusive, royalty-free, fully-paid, worldwide, perpetual, irrevocable, non-terminable, transferable right and license to use all Trade Secrets Licensable by Seller that are in the possession of or known to the Designated Employees and that (a) are used in or necessary to the operation of the Business and (b) are not Acquired Assets. For purposes of this Agreement, "Licensable" means owned by Seller or for which Seller has the right or authority to license to Buyer within the scope set forth above. As of the Closing, Seller shall deliver to Buyer all copies and embodiments of documents, electronic files and other objects embodying such Trade Secrets, without retaining any copies or embodiments thereof. Seller agrees to certify compliance with such delivery if requested by Buyer.
Trade Secret License. 16 4.2 Bankruptcy ............................................................... 16
Trade Secret License. Licensor grants to Licensee a non-exclusive, royalty-free, fully-paid-up, perpetual, irrevocable, worldwide right and license to utilize any trade secrets incorporated in the Software and the Zeta Software solely as such trade secrets are incorporated and/or utilized in the Software and/or the Zeta Software. Nothing under this Section 2.7 shall be deemed to grant any right or licenses in and to any or all patents and/or patent applications of Licensor. The preceding sentence shall not limit the license rights granted in the other provisions of this Agreement.
Trade Secret License. 54 5.16 EQUITABLE REMEDY...................................................................................55 5.17
Trade Secret License. Subject to Company’s compliance with this Addendum E-1, Intel hereby grants to Company, for the term , a personal, non-transferable, non-exclusive, worldwide, royalty-free, revocable only under Section 13 of this Addendum, limited license, without the right to grant sublicenses or further disclose, only under Intel’s trade secrets that are expressly disclosed in the Reference Design Materials to internally use the Reference Design Materials for the sole purpose of developing Company Products that include the Intel Components.
