Naked License definition

Naked License means a license or sublicense (as applicable) not granted in conjunction with the grant of a license or other rights with respect to Products, Siemens Proprietary Products or UBI Proprietary Products.
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Naked License or “Naked Sublicense” shall mean a license or sublicense that is under the FOSSL IP to a Third Party in a transaction [***]. Each Naked License and Naked Sublicense granted by Philips must be consistent with the terms and conditions of this Agreement, including Articles 3 and 13, and the SPE-Philips Agreement (as applicable). For the avoidance of doubt, only Philips may grant Naked Licenses or Naked Sublicenses hereunder. Xxxxxx and the SPE are not entitled to grant a Naked License or Naked Sublicense relating to any FOSSL IP to any Third Party in the Licensed Fields except as set forth in this Agreement and the SPE-Philips Agreement. [***]
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Naked License or “Naked Sublicense” shall mean [***]
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Examples of Naked License in a sentence

  • Each Party covenants not to grant any Naked License under Collaboration Inventions or Proprietary Rights owned solely by the other Party that are licensed to such Party pursuant to Section 8.1. Each Party further covenants not to grant any Naked License under Joint Collaboration IP, except as mutually agreed by the Parties in writing.

  • Buyer’s obligation to make further payments to Seller pursuant to Section 2.5(d) with respect to such Naked License transaction will be suspended during the pendency of such dispute and any arbitration.

  • If Seller in good faith believes the determination of Sublicense Value in the Sublicense Value Share Notice does not reasonably reflect the relative value attributable to the Acquired Sirna Patents in such Naked License transaction, it shall notify Buyer in writing of its belief (and the basis of such belief) within [***] days after receiving Buyer’s Sublicense Value Share Notice.

  • Philips will notify Hanxxx xxomptly, and in any event within [***] following the execution of any Naked License or Naked Sublicense, which will include a description of the terms of such license, and will thereafter notify Hanxxx xxthin [***] of receipt of consideration therefrom, which will include a description and calculation of the Reasonably Perceived Net Value and [***] (e.g. reporting [***]).

  • Buyer will notify Seller in writing promptly of the grant of a Naked License.

  • Philips will notify SPE promptly, and in any event within thirty (30) days following the execution of any Naked License or Naked Sublicense, which will include a description of the terms of such license, and will thereafter notify SPE within thirty (30) days of receipt of consideration therefrom, which will include a description and calculation of the Reasonably Perceived Net Value and [***].

  • Within [***] days of such notice Buyer will provide Seller with the relevant texts of all documents governing the Naked License transaction together with a good faith determination of each element of the Sublicense Value for such Naked License and the resulting calculation of Seller’s Sublicense Value share pursuant to Section 2.5(d), and will explain the basis on which such determination and calculation has been made by Buyer (such notice, a “Sublicense Value Share Notice”).

  • Philips will notify Xxxxxx promptly, and in any event within [***] following the execution of any Naked License or Naked Sublicense, which will include a description of the terms of such license, and will thereafter notify Xxxxxx within [***] of receipt [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.


More Definitions of Naked License

Naked License or “Naked Sublicense” shall mean a license or sublicense that is under the FOSSL IP to a Third Party in a transaction that is separate and distinct from Philips’ and/or its Affiliates’ own activities [***]under this Agreement or the SPE-Philips Agreement; and further provided such license does not include [***]. Each Naked License and Naked Sublicense granted by Philips must be consistent with the terms and conditions of this Agreement, including Articles 3 and 13, and the SPE-Philips Agreement (as applicable). For the avoidance of doubt, only Philips may grant Naked Licenses or Naked Sublicenses hereunder. Hanxxx xxd the SPE are not entitled to grant a Naked License or Naked Sublicense relating to any FOSSL IP to any Third Party in the Licensed Fields except as set forth in this Agreement and the SPE-Philips Agreement. For further clarity, any license granted by [***] pursuant to any [***] shall not be considered a Naked License or Naked Sublicense.
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Naked License means a license or sublicense for the research, development and/or commercialization of RNAi Products that is granted by Buyer or its Affiliates under any Acquired Sirna Patents to a Third Party pursuant to a written agreement signed after the Closing Date, and that is not granted in connection with a Bona Fide Collaboration.
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Related to Naked License

  • Lapsed license “permit,” or “registration” means a license, permit, or registration that a person has failed to renew as required or the license, permit, or registration of a person who failed to meet stated obligations for renewal within a stated time. A person whose license, permit, or registration has lapsed continues to hold the privilege of licensure or registration in Iowa, but may not practice dentistry, dental hygiene, or dental assisting until the license, permit, or registration is reinstated.

  • Excluded License means an open source or other software license that requires, as a condition of license, use, modification, distribution or conveyance, that (a) the code be disclosed or distributed in source code form; (b) others have the right to modify or create derivative works of it; and/or (c) the code becomes redistributable at no charge.

  • Sub-License means the sub-licensing of any space in the Station Development Assets and Project Utilities in the Station Development Project, by the Station Facility Manager to any licensee, in accordance with the Station Facility Management Agreement;

  • Permitted License means any non-exclusive license of patent rights of Borrower or its Subsidiaries so long as all such Permitted Licenses are granted to third parties in the Ordinary Course of Business, do not result in a legal transfer of title to the licensed property, and have been granted in exchange for fair consideration.

  • Inbound Licenses means, collectively, any Contract (including covenants not to xxx) or other permission pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s IP, or any Contract pursuant to which Seller obtains a right to access or exploit a Person’s IP in the form of commercially available object code software or services, such as a software as a services Contract or a cloud services Contract.

  • Third Party License means licenses from third parties governing third party software embedded or used in the Trading Platform.

  • Software License means a license for the Software granted under this XXXX to the Licensee;

  • Intellectual Property License means any license, sublicense, right, covenant, non-assertion, permission, immunity, consent, release or waiver under or with respect to any Intellectual Property Rights or Technology.

  • Intellectual Property License Agreement shall have the meaning set forth in Section 6.11.

  • CREFC® Intellectual Property Royalty License Fee With respect to each Mortgage Loan (including any REO Mortgage Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be payable from the Lower-Tier REMIC.

  • Open Source License means any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation), or any substantially similar license, including any license approved by the Open Source Initiative or any Creative Commons License. “Open Source Licenses” shall include Copyleft Licenses.

  • Patent License means all agreements, whether written or oral, providing for the grant by the Company of any right to manufacture, use or sell any invention covered by a Patent, including, without limitation, any thereof referred to in Schedule B hereto.

  • Permitted Licenses are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.

  • Encumbered license means a license that a physical therapy licensing board has limited in any way.

  • End User License means any license terms imposed by any Third Party Vendor on Customers and End Users. “Force Majeure Event” means an event or occurrence:

  • CREFC® Intellectual Property Royalty License Fee Rate With respect to each Mortgage Loan, a rate equal to 0.0005% per annum.

  • Package License means the Metric and Licensed Level applicable to each Package; a Package License for any Package referenced in Exhibit 3 shall include, and be subject to, the specific terms and Use rules applicable to such Package.

  • Restricted License is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Bank’s right to sell any Collateral.

  • Copyleft License means any license that requires, as a condition of use, modification and/or distribution of software subject to such license, that such software subject to such license, or other software incorporated into, derived from, or used or distributed with such software subject to such license (i) in the case of software, be made available or distributed in a form other than binary (e.g., source code form), (ii) be licensed for the purpose of preparing derivative works, (iii) be licensed under terms that allow the Company’s or any Subsidiary of the Company’s products or portions thereof or interfaces therefor to be reverse engineered, reverse assembled or disassembled (other than by operation of Law) or (iv) be redistributable at no license fee. Copyleft Licenses include the GNU General Public License, the GNU Lesser General Public License, the Mozilla Public License, the Common Development and Distribution License, the Eclipse Public License and all Creative Commons “sharealike” licenses.

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company or a Subsidiary by any third party.

  • Sub-Licensee means all person/ agency with whom Licensee has executed sub license agreement as per terms and conditions of license agreement executed between DMRC and the Licensee, for commercial utilization of the Bare Spaces.

  • Licensed IP Rights means, collectively, the Licensed Patent Rights and the Licensed Know-How Rights.

  • Licensed IP means the Intellectual Property owned by any person other than the Corporation and to which the Corporation has a license which has not expired or been terminated;

  • Third Party Licenses has the meaning set forth in Section 2.4.

  • Patent License Agreement means the Patent License Agreement substantially in the form of Exhibit C.

  • Company Licensed IP means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or to which the Company otherwise has a right to use.