Background IP License Sample Clauses

Background IP License. Supplier hereby grants to Buyer a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, worldwide right and license, with right of sublicense, under and to Supplier’s Background IP (as defined below) to the extent necessary for Buyer to use, make, have made, copy, distribute, market, modify or otherwise exploit the Work Product or otherwise receive the benefit of the services that form part of the Products under this Order. For purposes of this Agreement, “Background IP” means any and all technology and intellectual property rights that do not constitute Work Product and that are owned by Supplier or are licensed by a third party to Supplier with a right to sublicense, and which exist prior to the date of this Agreement or which are developed independently by Supplier outside of the Services but are used in provision of the services or are applicable to the Work Product. The Work Product shall not include or incorporate any Background IP without the prior written consent of Buyer. To the extent practicable, Supplier agrees to specifically describe and identify in each services Order any material Background IP that Supplier intends to use to perform the applicable Services.
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Background IP License. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. CERTAIN MATERIAL (INDICATED BY AN ASTERISK [***]) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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Background IP License. Each Party retains all of its ownership rights in and to its Background IP and related Intellectual Property Rights, subject to the licenses granted to each Party in this Agreement, including Work Orders.
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Background IP License. The Seller Parties hereby grant (and hereby cause their respective Affiliates to grant) to the Companies effective as of the Closing Date a non-exclusive, royalty-free, transferable, sublicenseable, worldwide license in, to and under the Licensed IP, solely for the conduct of the Company Business as conducted by the Companies as of the closing, and natural evolutions thereof. The “Licensed IP” means Intellectual Property owned by the Seller Parties (other than Trademarks), in each case (i) owned as of the Closing by the Seller Parties or any of their respective Affiliates and (ii) used by the Companies in the Company Business. as conducted as of the Closing.
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Background IP License. The Consultant hereby grants to the Company a non-exclusive, royalty-free, fully paid perpetual, irrevocable, worldwide right and license, with right of sublicense, under and to Consultant’s Background IP (as defined below) for the purpose of developing, marketing, selling and supporting products and services of the Company or its affiliates or subsidiaries, either directly or through multiple tiers of distribution, but not for the purpose of licensing Background IP separately from products and services of the Company or its affiliates or subsidiaries. For purposes of this Agreement, “Background IP” means any and all technology and intellectual property rights that do not constitute Company Inventions and that are owned by Consultant or are licensed by a third party to Consultant with a right to sublicense, and which exist prior to the date of this Agreement or which are developed independently by Consultant outside of the Consulting Services but are used in provision of the Consulting Services or are applicable to the Company Inventions. For the avoidance of doubt, Prior Company Inventions are not Background IP. To the extent practicable, the Consultant agrees to specifically describe and identify in writing to the Company any material Background IP that Consultant intends to use to perform the Consulting Services.
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Background IP License. (a) Parent hereby grants (and hereby causes the other Retained Entities to grant) to Buyer and the Transferred Companies effective as of the Closing Date a non-exclusive, royalty-free, non-transferable (except to a controlled Affiliate or as permitted under Section 10.06), perpetual, irrevocable, non-sublicenseable, worldwide license to continue to use the Intellectual Property (other than Trademarks) owned by a Retained Entity to the extent such Intellectual Property is used by the Business as of the Closing Date, for the conduct of the Business as conducted as of the Closing Date, and natural evolutions thereof. Notwithstanding anything to the contrary herein, (i) Intellectual Property will not be deemed “used by the Business” solely by virtue of Buyer or a Transferred Company having any right or interest in such Intellectual Property as a reseller or pursuant to a maintenance or service agreement and (ii) Buyer and its Affiliates shall not acquire any rights to use, offer, sell, or otherwise make available or commercialize any product or service (including content), in whole or in part, that is, is currently planned to be or that has in the past been, offered, provided or otherwise made available, or otherwise commercialized, by any Retained Entity, or from which any Retained Entity currently derives or recognizes, or in the past has derived or recognized, any revenue (including revenue associated with maintenance or service agreements) pursuant to this Section 5.21(a).
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Background IP License. Advisor hereby grants to Oncternal a non-exclusive, royalty-free, fully paid perpetual, irrevocable, worldwide right and license, with right of sublicense, under and to Advisor’s Background IP (as defined below) for the purpose of developing, marketing, selling and supporting products and services of Oncternal or its affiliates or subsidiaries, either directly or through multiple tiers of distribution, but not for the purpose of licensing Background IP separately from products and services of Oncternal or its affiliates or subsidiaries. For purposes of this Agreement, “Background IP” means any and all technology and intellectual property rights that do not constitute Work Product and that are owned by Advisor or are licensed by a third party to Advisor with a right to sublicense, and which exist prior to the date of this Agreement or which are developed independently by Advisor outside of Services but are used in provision of Services or are applicable to the Work Product. To the extent practicable, Advisor agrees to specifically describe and identify any material Background IP that Advisor intends to use to perform the applicable Services.
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Background IP License. Subject to Murata’s payment of the $2,000,000 pre-payment of royalties pursuant to the first sentence of Section 3.1, Resonant hereby grants to Murata, a non-exclusive, perpetual (except where such License is terminated pursuant to Section 9.4(a)), worldwide, and paid-up license of Resonant Background IP, with the right to sublicense, to make, have-made, use, offer for sale, sell, export, import or otherwise commercially exploit the Licensed Products for the Selected Band(s) corresponding to each SOW. Murata shall be responsible for compliance of its sublicensees with the terms and conditions of this Agreement and a violation by any such sublicensee of such terms and conditions shall be deemed a material breach by Murata of this Agreement. The Parties may discuss the grant of additional licenses to allow Murata to make, have-made, use, offer for sale, sell, export, import or otherwise commercially exploit Licensed Products for radio frequencies other than those specified in the Scheduled SOWs, and such licenses, if any, may be granted subject to the terms and conditions set forth in a mutual written agreement of the Parties.
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Background IP License 
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Related to Background IP License

  • Background IP Each Party will own all right, title and interest in its Background IP.

  • Background Intellectual Property ‌ Notwithstanding and superseding anything to the contrary in this ARTICLE 14, each Party retains title to all Intellectual Property Rights owned or possessed by it or any of its affiliates prior to or independent of performance of this Agreement and used by it in fulfilling its obligations under this Agreement, as well as any modifications or improvements made thereto in the course of performing this Agreement (“Background IP”). To the extent that one Party acquires any right, title, or interest in and to any aspect of the modifications or improvements to the Background IP of the other Party, such first Party shall assign such right, title, and interest to the second Party, immediately following such acquisition. If any of the Supplier’s Background IP is included in or required to use the Documentation provided by the Supplier to the City, the Supplier hereby grants to the City an irrevocable, perpetual, fully paid-up, royalty-free, worldwide, transferable and non-exclusive licence (including the right to sub-licence only to members of the City’s Group) to, itself and through contractors and agents, use, copy, amend, reproduce, modify, create derivative works of, use, commercialize, and otherwise exploit the Supplier’s Background IP but only to the extent required to use such Documentation for the purpose (or any reasonably inferred purpose) for which it has been provided or for the provision of the Supply under this Agreement (excluding any software source code).

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Research License Each Collaborator shall allow the other Collaborator to practice any of its Non- Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial application(s) of Non-Subject Inventions, a license must be obtained from the owner.

  • Development License Subject to the terms and conditions of this XXXX, You are licensed to perform an installation of the SOFTWARE for an unlimited use in designing, testing and creating Developed Software by unlimited Developers on one or more computers.

  • Patent License For patent claims including, without limitation, method, process, and apparatus claims which You or Your Affiliates own, control or have the right to grant, now or in the future, You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sublicensees, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combination). This license is granted only to the extent that the exercise of the licensed rights infringes such patent claims; and provided that this license is conditioned upon compliance with Section 2.3.

  • Research Licenses (a) Subject to the terms and conditions of this Agreement, each Party hereby grants to the other Party and its Affiliates, on behalf of itself and its Affiliates, a non-exclusive, royalty-free, worldwide, revocable, limited license to use, during the term of this Agreement, the Independent Technology of the owner Party, solely to permit the other Party’s (by itself and/or through its Affiliates’) performance of research and development activities in connection with the execution and implementation of any Development Program under this Agreement and/or to pursue by itself, with no third Person (not including Affiliates) involvement, independent, internal research and development initiatives outside the scope of this Agreement. In the event that a Party’s and/or its Affiliates’ (“Licensor Party”) Independent Technology is used under the license granted in this Section 7.3 (a) by the other Party and/or its Affiliates (“Licensee Party”) to pursue independent research and development initiatives outside the scope of this Agreement and such initiatives result in the creation or development of any Invention and/or Technology, the Licensee Party hereby grants and agrees to grant to the Licensor Party, a non-exclusive, royalty-free, worldwide license under such Invention and/or Technology, as well as any Intellectual Property Rights derived from such Invention and/or Technology.

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

  • Third Party License Pursuant to 15 U.S.C. § 3710a(b)(1)(B), if PHS grants Collaborator an exclusive license to a CRADA Subject Invention made solely by an ICD employee or jointly with a Collaborator employee, the Government will retain the right to require Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the CRADA Subject Invention in Collaborator’s licensed field of use on terms that are reasonable under the circumstances; or, if Collaborator fails to grant a license, to grant a license itself. The exercise of these rights by the Government will only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Collaborator; or (iii) Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. § 3710a(c)(4)(B). The determination made by the Government under this Paragraph is subject to administrative appeal and judicial review under 35 U.S.C. § 203(2).

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