Grouped Into 5 Collections of Similar Clauses From Business Contracts
This page contains License Grant clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
License Grant. 3.1 License to Surface. 3.1.1 Subject to the terms and conditions of this Agreement, Imprimis hereby grants to Surface a non-exclusive, irrevocable, perpetual, non-transferable (except in connection with a permitted assignment of this Agreement), worldwide license under the Licensed Know-How Rights to develop, make, have made, use, offer for sale, sell, and import one or more Products. 3.1.2 Surface shall have the right to grant sublicenses, through multiple tiers, to Third Parties and Affiliate...s for the purpose of developing, manufacturing, seeking regulatory approval for, or commercializing any Product. Any such sublicense shall be subject and subordinate to the terms and conditions of this Agreement. 3.2 Grantback License. 3.2.1 Subject to the terms and conditions of this Agreement, Surface hereby grants to Imprimis a non-exclusive, irrevocable, perpetual, non-transferable (except in connection with a permitted assignment of this Agreement), worldwide license under the Product Supported Patent Rights for all uses, other than to develop, make, have made, use, offer for sale, sell, and import one or more Products. 3.2.2 Imprimis shall have the right to grant sublicenses, through multiple tiers, to Third Parties and Affiliates. 3.3 No Implied Licenses. Only licenses and rights expressly granted herein shall be of legal force and effect. No license or other right shall be created hereunder by implication, estoppel, or otherwise.View More
License Grant. 3.1 License to Surface. 3.1.1 Subject to the terms and conditions of this Agreement, Imprimis hereby grants to Surface a non-exclusive non-transferable (except in connection with a permitted assignment of this Agreement), worldwide (sub)license under the Licensed Patent Rights and Licensed Know-How Rights to develop, make, have made, use, offer for sale, sell, and import (a) Products in the Surface Field, and (b) any other product(s) in a topical eyedrop formulation, that (i) would infringe the ...Licensed Patent Rights (if such Licensed Patent Rights were not licensed to Surface), and (ii) contain one or more additional active ingredients not claimed in the Licensed Patent Rights (including without limitation mycophenolic acid, cyclosporine, betamethasone, albumin, plasma, platelet rich plasma, serum or derivatives or analogs thereof), in each case solely in the Surface Field. 3.1.2 Surface shall have the right to grant sublicenses, through multiple tiers, to Third Parties and Affiliates for the purpose of developing, manufacturing, seeking regulatory approval for, or commercializing any products described in 3.1.1(a) or (b) in the Surface Field. Any such sublicense shall be subject and subordinate to the terms and conditions of this Agreement. 3.1.3 The licenses granted to Surface pursuant to Section 3.1.1 above shall be perpetual and irrevocable, provided that it is understood and acknowledged that with respect to the Licensed Patent Rights and Licensed Know-How licensed to Imprimis under the Lindstrom License Agreement, Imprimis' ability to maintain the license granted to Surface under Section 3.1.1 with respect to such Licensed Patent Rights and Licensed Know-How is contingent upon Imprimis' continued maintenance of the Lindstrom License Agreement in full force and effect. Accordingly, Imprimis agrees that it will use its best efforts to maintain in full force and effect the Lindstrom License Agreement. Without limiting the foregoing, Imprimis covenants that during the term of this Agreement, Imprimis shall not (a) amend or otherwise modify or permit to be amended or modified the Lindstrom License Agreement, in each case in a manner that would encumber or diminish the rights granted to Surface hereunder, or (b) grant to any Third Party any rights under the Lindstrom License Agreement that would conflict with or otherwise diminish the rights granted to Surface hereunder. 6 3.2 Grantback Licenses 3.2.1 Subject to the terms and conditions of this Agreement, Surface hereby grants to Imprimis a non-exclusive, irrevocable, perpetual, non-transferable (except in connection with a permitted assignment of this Agreement), worldwide license under: (a) the Assigned Patent Rights for purposes of making, using, selling, offering for sale and importing Products in the Imprimis Field (subject to the limitations contained in Section 6.2.3) and (b) the Product Supported Patent Rights Controlled by Surface (i) in the Imprimis Field (subject to the limitations contained in Section 6.2.3), and (ii) for purposes of making, using, selling, offering for sale and importing non-combination medical device cleared under Section 510(k) of the Federal Food, Drug & Cosmetic Act. For clarity, the license granted pursuant to subsection (ii) expressly excludes the right to make, use, sell, offer for sale or import the products described in 3.1.1(a) or (b). 3.2.2 Subject to the terms and conditions of this Agreement, Imprimis hereby grants to Surface a non-exclusive, irrevocable, perpetual, non-transferable (except in connection with a permitted assignment of this Agreement), worldwide license under the Licensed Know-How Product Supported Patent Rights Controlled by Imprimis solely for purposes of making, using, selling, offering for sale and importing products described in 3.1.1(a) or (b) in the Surface Field. 3.2.3 Imprimis shall have the right to develop, make, have made, use, offer for sale, sell, grant sublicenses, through multiple tiers, to Third Parties and import one or more Products. 3.1.2 Affiliates under the license granted to pursuant to Section 3.2.1. Surface shall have the right to grant sublicenses, through multiple tiers, to Third Parties and Affiliates for the purpose of developing, manufacturing, seeking regulatory approval for, or commercializing any Product. Any such sublicense shall be subject and subordinate to the terms and conditions of this Agreement. 3.2 Grantback License. 3.2.1 Subject to the terms and conditions of this Agreement, Surface hereby grants to Imprimis a non-exclusive, irrevocable, perpetual, non-transferable (except in connection with a permitted assignment of this Agreement), worldwide license under the Product Supported Patent Rights for all uses, other than license granted to develop, make, have made, use, offer for sale, sell, and import one or more Products. 3.2.2 Imprimis shall have the right pursuant to grant sublicenses, through multiple tiers, to Third Parties and Affiliates. Section 3.2.2. 3.3 No Implied Licenses. Only licenses and rights expressly granted herein shall be of legal force and effect. No license or other right shall be created hereunder by implication, estoppel, or otherwise. View More
License Grant. 2.1 License Grant. Subject to the terms of this Agreement, the IRB grants to Humabs an exclusive (even as to the IRB and its Affiliates) world-wide royalty-bearing License to the Licensed IP for any and all purposes, including without limitation to practice the Platform Technology, and to make, have made, use, sell, offer to sell, lease, import, export, distribute, modify and otherwise exploit Licensed Products. /s/WJR /s/SRC /s/JN /s/GN 2 2.2 Sublicenses. Humabs shall have the right to grant su...blicenses under this Agreement including sublicenses through multiple levels of sublicensees. Humabs shall incorporate terms and conditions into its sublicense agreements sufficient to enable Humabs to comply with its obligations under this Agreement. Humabs shall immediately inform IRB of the execution of any sublicense agreement and make available to IRB within [***] from the execution of each sublicense agreement a copy of the same. 2.3 Retained Rights. The IRB retains the right to practice the Licensed IP solely for internal research, teaching, and educational purposes, but not for any commercial exploitation. Such retained rights shall be non-exclusive, non-transferable, and non-sublicensable. Notwithstanding the foregoing, the IRB may [***]. The IRB may not [***]. For the avoidance of doubt the parties acknowledge that any practicing of the Licensed IP by IRB with the purpose to [***]. 2.4 [***] License Agreement. The IRB and Humabs, LLC are parties to an Exclusive License Agreement (the "[***] License") dated as of May 30, 2008, in respect of Antibodies [***] (as defined therein). Such Antibodies [***] shall not be subject to this Agreement, but shall be governed by the terms of the [***] License.View More
License Grant. 2.1 License Grant. Subject to the terms of this Agreement, the IRB grants to Humabs an exclusive (even as to the IRB and its Affiliates) world-wide royalty-bearing License license to the Licensed IP for any and all purposes, including without limitation to practice the Platform Licensed Technology, and to make, have made, use, sell, offer to sell, lease, import, export, distribute, modify and otherwise exploit Licensed Products. /s/WJR /s/SRC /s/JN /s/GN 2 2.2 Sublicenses. Humabs shall have the ...right to grant sublicenses under this Agreement including sublicenses through multiple levels of sublicensees. Humabs shall incorporate terms and conditions into its sublicense agreements sufficient to enable Humabs to comply with its obligations under this Agreement. Humabs shall immediately inform IRB of the execution of any sublicense agreement and make available to IRB within [***] from the execution of each sublicense agreement a copy of the same. 2.3 Retained Rights. The IRB retains the right to practice the Licensed IP solely for internal research, teaching, and educational purposes, but not for any commercial exploitation. Such retained rights shall be non-exclusive, non-transferable, and non-sublicensable. Notwithstanding the foregoing, the IRB may [***]. The IRB may not [***]. For the avoidance of doubt the parties acknowledge that any practicing of the Licensed IP by IRB with the purpose to [***]. 2.4 US and [***] License Agreement. Agreements. The IRB and Humabs, LLC Humabs Parent are parties to (i) an Exclusive License Agreement (the "[***] License") dated as of May 30, 2008, in respect of Antibodies antibodies [***] (as defined therein). Such Antibodies therein), and (ii) the Parent Company License Agreement. Any antibodies [***] shall not be subject to this Agreement, but shall be governed by the terms of the [***] License. For the avoidance of doubt, any other Licensed IP arising prior to the date hereof shall be governed by the Parent Company License Agreement, and any other Licensed IP arising after the date hereof shall be governed by this License Agreement. View More
License Grant. 2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee during the Term a non-exclusive, non-transferable (except as provided in Section 12), sublicensable (only to a Related Party as provided in Section 2.3), royalty-free license to use the Licensed Marks solely on or in connection with the Licensed Services in the Territory. 2.2 Reservation of Rights. Without limiting the foregoing, all rights granted to Licensee under this Agreement are subject to Licenso...r's reserved rights to use the Licensed Marks in its businesses, including in connection with the Licensed Services, or any products or services similar to or competitive with the Licensed Services, anywhere in the world. Any and all rights in and to the Licensed Marks not expressly granted to Licensee herein are reserved and retained by Licensor, as is the right to use any Excluded Mark in any manner. 2.3 Sublicensing Rights. Licensee shall not sublicense the License except solely to a Related Party to use the Licensed Marks solely on or in connection with the Licensed Services in the Territory pursuant to a fully executed sublicense in the form attached hereto as Exhibit 3, with the only changes thereto being insertion of missing factual information in the attached form. For avoidance of doubt, (i) any other change to such sublicense and (ii) any sublicense to any Person that is not a Related Party shall require Licensor's prior written consent, which may be given or withheld in its sole and absolute discretion. Any sublicense made in violation of this Agreement shall be null and void ab initio. 2.4 Consideration. The consideration for the rights and licenses granted herein under Section 2.1 includes but is not limited to (i) the substantial benefits derived by the parties pursuant to this Agreement, and (ii) the consummation of the transactions by and among the parties and their affiliates as provided by the Contribution Agreement.View More
License Grant. 2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee during the Term a non-exclusive, non-transferable (except as provided in Section 12), sublicensable (only to a Related Party as provided in Section 2.3), non-sublicensable, royalty-free license to use the Licensed Marks solely on or in connection with the Licensed Services in the Territory. 2.2 Reservation of Rights. Without limiting the foregoing, all rights granted to Licensee under this Agreement are... subject to Licensor's reserved rights to use the Licensed Marks in its businesses, including in connection with the Licensed Services, or any products or services similar to or competitive with the Licensed Services, anywhere in the world. Any and all rights in and to the Licensed Marks not expressly granted to Licensee herein are reserved and retained by Licensor, as is the right to use any Excluded Mark in any manner. 2.3 Sublicensing Rights. Licensee shall not sublicense the License except solely to a Related Party to use the Licensed Marks solely on or in connection with the Licensed Services in the Territory pursuant to a fully executed sublicense in the form attached hereto as Exhibit 3, with the only changes thereto being insertion of missing factual information in the attached form. For avoidance of doubt, (i) any other change to such sublicense and (ii) any sublicense to any Person that is not a Related Party shall require entity without Licensor's prior written consent, which may be given or withheld in its sole and absolute discretion. Any sublicense made in violation of this Agreement shall be null and void ab initio. 2.4 Consideration. The consideration for the rights and licenses granted herein under Section 2.1 includes but is not limited to (i) the substantial benefits derived by the parties pursuant to this Agreement, and (ii) the consummation of the transactions by and among the parties and their affiliates as provided by the Contribution Agreement. View More
License Grant. Licensor, on behalf of itself and its Affiliates, hereby grants to Licensee and its Affiliates (but only for so long as any such entity is an Affiliate of Licensee) a royalty-free, perpetual (except to the extent this Agreement is terminated under Section 8), exclusive (including as to Licensor and its Affiliates) license for Licensee and its Affiliates (whether existing now or in the future) to use, within the Territory, the Licensed Marks in connection with the Licensed Services and the market...ing and promotion thereof during the term of this Agreement (the "License"). Licensee must further follow the guidelines regarding use as provided by Licensor in writing from time to time. Licensee and its Affiliates shall not have the right to grant sublicenses under the License without the prior written permission of Licensor, except that (a) Licensee and its Affiliates may grant sublicenses under the License to any a joint venture in which Licensee or one of its Affiliates owns at least a twenty-five percent (25%) interest and (b) Licensee and its Affiliates shall have the right to have third-party providers create packaging and/or other promotional, advertising or other materials on their behalf, as long as those materials comply with Section 3. Licensee shall be responsible for the performance by its Affiliates and any sublicensees of the obligations under this Agreement, and any breach of any covenant, condition or restriction of this Agreement by any such Affiliate or sublicensee shall be deemed to be a breach by Licensee. Licensor shall be designated as a third party beneficiary of in any sublicense. 2 3. Quality Control. Licensee and its Affiliates shall use the Licensed Marks solely in connection with the conduct and operation of their respective business and in a manner conforming at a minimum to the quality standards observed by CPG in connection with its natural gas pipeline, midstream and storage business immediately prior to the Effective Date. Licensor shall have the right, upon prior written request, to inspect and review from time to time the services and related materials covered by the License for compliance with such quality standards. Such inspection and review shall not interfere unreasonably with the business and operations of Licensee. In addition, upon request by Licensor, Licensee will supply Licensor with specimens of use of the Licensed Marks. Licensee shall use the registered Licensed Marks with appropriate statutory notices.View More
License Grant. Licensor, on behalf of itself and its Affiliates, hereby grants to Licensee and its Affiliates (but only for so long as any such entity is an Affiliate of Licensee) a royalty-free, perpetual (except to the extent this Agreement is terminated under Section 8), exclusive (including as to Licensor and its Affiliates) license for Licensee and its Affiliates (whether existing now or in the future) to use, within the Territory, the Licensed Marks in connection with the Licensed Services and the market...ing and promotion thereof during the term of this Agreement (the "License"). Licensee must further follow the guidelines regarding use as provided by Licensor in writing from time to time. Licensee and its Affiliates shall not have the right to grant sublicenses under the License without the prior written permission of Licensor, except that (a) Licensee and its Affiliates may grant sublicenses under the License to any a joint venture in which Licensee or one of its Affiliates owns at least a twenty-five percent (25%) interest and (b) Licensee and its Affiliates shall have the right to have third-party providers create packaging and/or other promotional, advertising or other materials on their behalf, as long as those materials comply with Section 3. Licensee shall be responsible for the performance by its Affiliates and any sublicensees of the obligations under this Agreement, and any breach of any covenant, condition or restriction of this Agreement by any such Affiliate or sublicensee shall be deemed to be a breach by Licensee. Licensor shall be designated as a third party beneficiary of in any sublicense. 2 3. Quality Control. Licensee and its Affiliates shall use the Licensed Marks solely in connection with the conduct and operation of their respective business and in a manner conforming at a minimum to the quality standards observed by CPG in connection with its natural gas pipeline, midstream and storage business immediately prior to the Effective Date. Licensor shall have the right, upon prior written request, to inspect and review from time to time the services and related materials covered by the License for compliance with such quality standards. Such inspection and review shall not interfere unreasonably with the business and operations of Licensee. In addition, upon request by Licensor, Licensee will supply Licensor with specimens of use of the Licensed Marks. Licensee shall use the registered Licensed Marks with appropriate statutory notices.View More
License Grant. Grant. Subject to the terms and conditions of this Agreement, including the delivery and application of the Non-Refundable Prepayment, Licensor hereby grants to Licensee a non-sublicensable, worldwide, royalty-bearing license under the Licensed XSense Patents, to make or have made, use, offer for sale, sell, and import Licensed XSense Products. Atmel and UniPixel Confidential 0 Atmel-UniPixel PLA 2.2. "Have Made" rights. The "have made" rights of Section 2.1 are subject to the following requirem...ents: (a) Licensee and/or its Affiliates owns and/or has the right to use the entire design of the Licensed XSense Product; (b) Licensee and/or its Affiliates remains at all times personally responsible, on behalf of the Third-Party Manufacturer, for compliance with all terms and conditions of this Agreement (for example and without limitation, those relating to confidentiality, recordkeeping, and auditing); and (c) All activities with respect to manufacturing and distributing Licensed XSense Products hereunder are conducted exclusively for the benefit of Licensee and/or its Affiliates and not for any third party (including, without limitation, Third-Party Manufacturer or its customers). 2.3. The license of Section 2.1 above is non-assignable and non-transferrable, except as permitted under Section 6.3 below. 2.4. Limitations. The Parties acknowledge and agree that nothing contained in this Agreement shall be construed as: (a) Conferring any right upon Licensee to bring or prosecute actions or suits against third parties for infringement of the Licensed XSense Patents or any other right; (b) Conferring on Licensee any right to use in advertising, publicity or otherwise any Licensor trademark, trade name or names, or any contraction, abbreviation or simulation thereof; (c) An obligation upon Licensor to furnish any technical information or know-how to Licensee except as specifically provided herein; or (d) Conferring upon Licensee or any third party (whether by implication, operation of law, estoppel or otherwise) any right or license not expressly granted by Licensor under this Agreement. Atmel and UniPixel Confidential 0 Atmel-UniPixel PLA 2.5. Licensor Patent Ownership. As between Licensor and Licensee, Licensor or its Affiliates shall own all right, title and interest in and to the Licensed XSense Patents. 2.6. Licensee Patents Rights. Licensee shall own all rights to Patents developed solely by the Licensee. 2.7. Additional Licenses. Licensor shall not enter into a license agreement for the Licensed XSense Patents that is effective prior to the second anniversary of the Effective Date, provided that the foregoing prohibition shall not prevent negotiations regarding, or execution of, a license agreement for the Licensed XSense Patents so long as the license that is the subject of that agreement does not become effective prior to the second anniversary of the Effective Date.View More
License Grant. Grant. Subject to the terms and conditions of this Agreement, including the delivery and application of the Non-Refundable Prepayment, Licensor hereby grants to Licensee a non-sublicensable, worldwide, royalty-bearing royalty-free license under the Licensed XSense Patents, IP, to make or have made, use, offer for sale, sell, and import Licensed XSense Products. Atmel and UniPixel Confidential 0 Atmel-UniPixel PLA 2.2. "Have Made" rights. The "have made" rights of Section 2.1 are subject to the f...ollowing requirements: (a) a) Licensee and/or its Affiliates owns and/or has the right to use the entire design of the Licensed XSense Product; (b) Products; b) Licensee and/or its Affiliates remains at all times personally responsible, on behalf of the Third-Party Manufacturer, for compliance with all terms and conditions of this Agreement (for example and without limitation, those relating to confidentiality, recordkeeping, and auditing); and (c) c) All activities with respect to manufacturing and distributing Licensed XSense Products hereunder are conducted exclusively for the benefit of Licensee and/or its Affiliates and not for any third party (including, without limitation, Third-Party Manufacturer or its customers). 2.3. The license of Section 2.1 above is non-assignable and non-transferrable, except as permitted under Section 6.3 5.3 below. Atmel – UniPixel Confidential 5 Atmel-UniPixel IPLA 2.4. Limitations. The Parties acknowledge and agree that nothing contained in this Agreement shall be construed as: (a) a) Conferring any right upon Licensee to bring or prosecute actions or suits against third parties for infringement of the Licensed XSense Patents IP or any other right; (b) b) Conferring on Licensee any right to (i) use in advertising, publicity or otherwise any Trademarks, including but not limited to Licensor trademark, trade name or names, or any contraction, abbreviation or simulation thereof; (c) thereof, or (ii) take any action that suggests any affiliation with, or sponsorship by, Atmel. c) An obligation upon Licensor to furnish any technical information or know-how to Licensee except as specifically provided herein; or (d) d) Conferring upon Licensee or any third party (whether by implication, operation of law, estoppel or otherwise) any right or license not expressly granted by Licensor under this Agreement. Atmel and UniPixel Confidential 0 Atmel-UniPixel PLA 2.5. Licensor Patent Ownership. As between Licensor and Licensee, Licensor or its Affiliates shall own all right, title and interest in and to the Licensed XSense Patents. IP. 2.6. Licensee Patents Intellectual Property Rights. Licensee shall own all rights to Patents Intellectual Property developed solely by the Licensee. 2.7. Additional Licenses. Licensor shall not enter into a license agreement for the Licensed XSense Patents IP that is effective prior to the second anniversary of the Effective Date, provided that the foregoing prohibition shall not prevent negotiations regarding, or execution of, a license agreement for the Licensed XSense Patents IP so long as the license that is the subject of that agreement does not become effective prior to the second anniversary of the Effective Date. View More
