Venture Basic IP/Improvements/New Technology Clause Samples

Venture Basic IP/Improvements/New Technology. To the extent necessary to commercially make, use, reproduce or sell each Product, subject to Section 11.2.2, and under terms which shall be as mutually agreed, Venture hereby grants a an irrevocable, perpetual, world-wide, non-exclusive, paid-up, royalty free license to Hypercom, with the right for Hypercom to grant sublicenses, to make, use, reproduce any Improvements owned by Venture and, to the extent required to use such Improvements, the same grant of a license for Venture’s Basic IP, and any New Technology owned by Venture and the right to make, use and sell any products made by using such Basic IP, Improvements and New Technology. Notwithstanding the foregoing, the terms provided in this Section 11.2.1 do not apply to any Venture manufacturing process IP; any such license grant related to Venture manufacturing process IP shall be mutually agreed to by the parties under commercially reasonable terms and conditions.