Examples of SpinCo Licensed IP in a sentence
The Parties hereby acknowledge and agree that, as between the Parties, Parent shall be the sole and exclusive owner of all right, title and interest in and to the Parent Licensed IP, and SpinCo shall be the sole and exclusive owner of all right, title and interest in and to the SpinCo Licensed IP.
No Parent Licensee shall challenge, in any country or jurisdiction, any SpinCo Licensor’s title to or ownership of the SpinCo Licensed IP or any rights therein, challenge any issuances or application of any Licensed Intellectual Property or challenge the validity of the SpinCo Licensed IP, this IP License Agreement or the license granted herein.
Parent Licensee shall not, and shall ensure that all Parent sublicensees do not, directly or indirectly, use, practice, or otherwise exploit any SpinCo Licensed IP outside of the Parent Field.
Effective as of the Effective Date and subject to the provisions of this Section 5.6, SpinCo, on behalf of itself and each member of the SpinCo Group, hereby grants to Parent and each member of the Parent Group a worldwide, irrevocable, perpetual, non-exclusive, fully paid-up and royalty-free license under the SpinCo Licensed IP to use, copy, distribute, modify, make, improve, disclose, display, and otherwise exploit such SpinCo Licensed IP in the current and future operation of the Parent Business.
The SpinCo Licensed IP is being licensed on an “as is,” “where is” basis.
Subject to the terms and conditions of this IP License Agreement, the license in, to and under the applicable SpinCo Licensed IP shall include the right to practice the same to make, have made, import, use, offer to sell, sell, and otherwise commercialize products and services solely in the Parent Field.
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With respect to Trade Secrets and other Intellectual Property Rights included in the SpinCo Licensed IP, to use, practice and otherwise exploit all current and future products and services of the Moon Business, and otherwise to conduct the Moon Business, in each case, solely in the Moon Field.
This Agreement, including the licenses granted hereunder, shall become effective on the Effective Time and shall continue thereafter in full force and effect unless and until terminated pursuant to Section 4.02 or the expiration of the last to expire of the SpinCo Licensed IP and the Parent Licensed IP, whichever is earlier.
Subject to the terms and conditions of this Agreement, SpinCo, on behalf of the SpinCo Group, hereby grants to the Parent Group a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (in connection with activities in the Parent Field of Use by Parent and its controlled Affiliates but not for the independent use of Third Parties), and worldwide license to the SpinCo Licensed IP solely within the Parent Field of Use (“Parent License”).