CROSS-LICENSING Sample Clauses

CROSS-LICENSING. If after the Effective Date of this IP Agreement, either party reasonably determines it has a business need to copy, use or distribute the Works of the other party, then the parties will cooperate with one another to put in place a commercially reasonable royalty-free, perpetual license agreement permitting such use of the Work within the fields of use of the applicable party.

CROSS-LICENSING. Subject to compliance with the applicable rules and regulation in each Company’s Area, it is understood and agreed that the Parties recognize the following provisions with respect to cross-licensing of any improvement or modification of the design, manufacturing, production, or operation of the VRB batteries as such are designed, manufactured, produced, or operated by VRB China , VRB Cayman, and/or VRB USA as of the date hereof (“New Inventions”), and that these provisions shall only apply until December 31, 2025: 交叉许可。在遵守各公司区域的适用规则和条例的前提下，各方理解并同意，各方承认以下关于任何改进或修改的交叉许可约定，这些改进或修改与截至本协议日期由VRB中国，VRB开曼和/或VRB美国设计、制造、生产或运营的VRB电池的设计、生产或操作有关（“新发明”），前述约定仅适用于2025年12月31日之前： (a) The Companies will convene regular meetings (meaning at least once in each 6-month period) to discuss any New Inventions researched / developed or is researching / developing by VRB China, VRB Cayman and/or VRB USA and the prospects of applying for patent rights with respect such New Inventions under the Patent Cooperation Treaty and in their respective Areas. If either Company desires to apply for any potential patent rights with respect to any New Inventions, it will notify the other Company in advance of such application and will provide copies of the application and all supporting documentation to the other Company. 两公司将定期召开会议（即至少每6个月一次），讨论任何VRB中国、VRB开曼和/或VRB美国已经研究、开发的或正在研究、开发的新发明以及根据《专利合作条约》和在各自区域申请此类新发明专利权的前景。如果任何一家公司希望申请与任何新发明有关的任何潜在专利权利，须提前通知另一家公司，并向另一家公司提供申请副本和所有支持文件。 (b) Each Company (“A”) hereby grants to the other Company (“B”) a perpetual, royalty-free, non-sublicensable license and right to apply for patent rights with respect to any New Inventions in B’s Area. Either Company may apply for patent rights with respect to any New Inventions under the Patent Cooperation Treaty, in which case the Company applying for such patent rights will identify in the application VRB China as the applicant with respect to assigning such patent rights in the VRB China Areas and VRB USA as the applicant with respect to assigning such patent rights in the VRB Cayman/USA Areas. The Companies agree to execute and deliver any inventor assignments or similar agreements, or any notices, certificates, consents, instruments, or other documents, as either Company may reasonably require to facilitate the provisions of this Section 6. 每一公司（“A”）特此授予另一公司（“B”）永久、免版税、不可再许可的许可和权利，以在B区域内申请任何新发明的专利权。任何一家公司均可根据专利合作条约就任何新发明申请专利权，在这种情况下，申请此类专利权的公司将在申请中确定VRB中国为在VRB中国区域转让此类专利权方面的申请人，VRB美国为在VRB开曼/美国区域转让此类专利权方面的申请人。两公司同意签署和...

CROSS-LICENSING. Each Party acknowledges that nothing contained in this Agreement transfers to the other Party any right, title or proprietary interest (including without limitation any intellectual property rights), in any part of the marketing or promotional efforts which are the subject matter hereof, or any proprietary information (including without limitation any trademarks, service marks, trade names, or logos ("Marks"), trade secrets, knowhow, inventions, patents (including any applications, extensions, continuations, renewals and re-issues thereof), copyrights, designs and industrial designs). Each Party hereby grants to the other Party a non-exclusive, limited, worldwide, non-transferable license to use its Marks solely for the purpose of carrying out such other Party's obligations under this Agreement, including without limitation the marketing and promotional activities contemplated by this Agreement. Except as provided herein, no licenses of either Party's Marks are granted or implied under this Agreement.

CROSS-LICENSING. If after the Effective Date of this IP Agreement, it is determined that one party does in fact have a reasonable business need to practice the patented invention of the other party, then the parties agree to cooperate with one another to put in place a commercially reasonable royalty-free, perpetual, worldwide license agreement permitting use of the patented innovation within the fields of use of the licensing party. Any license agreement entered into pursuant to this Section 2.4: (a) shall have the same effective date as the effective date of the Separation Agreement and (b) shall provide for a term of use that ends on or before the second anniversary of the effective date of the Separation Agreement.

CROSS-LICENSING. After the Closing Date, FEI shall not be required, without the approval of FEI's board of directors, to participate in any specific cross licensing, pooling or other patent sharing or licensing agreement or arrangement entered into by Philips covering patents and patent applications generated in FEI's Business before the Closing Date or by FEI thereafter which includes in the field of use to which such agreement or arrangement relates FEI's Business or the PEO Business; provided, however, that FEI hereby agrees to participate in broad scope cross license agreements, which are license agreements that apply to several fields of activity of the parties thereto, of which FEI's Business and the PEO Business are beneficiaries without requiring that any field of use exclusion be included with respect to FEI's Business and the PEO Business. FEI and PIE hereby agree that FEI's patents and patent applications will be subject to the existing cross licensing, pooling and other patent sharing or licensing agreements or arrangements of Philips which by their terms would apply to FEI and that in respect of all of its and PEO Group's patents and patent applications FEI will on the Closing Date and thereafter grant to Philips a fully paid up, royalty free non-exclusive right and license, with right to sublicense not within the scope of FEI's Business or the PEO Business, to make, have made, use, sell or otherwise dispose of any product not in the scope of FEI's Business or the PEO Business; provided, however, that with respect to broad scope license agreements of which FEI's Business and the PEO Business are beneficiaries, Philips' right to sublicense shall not be limited to fields of use outside the scope of FEI's Business or the PEO Business.

CROSS-LICENSING. 5.1 LICENSEE hereby grants and agrees to grant to TEXACO DEVELOPMENT, without obligation to account to LICENSEE therefor or for grants made thereunder, an irrevocable, paid-up license and the irrevocable right and power to grant, either directly or through others, to Texaco Inc. and its affiliates and to the TGP licensees of TEXACO DEVELOPMENT, nonexclusive licenses under LICENSEE’s Patent Rights relating to the TGP and for the use of LICENSEE’s Technical Information relating to the TGP in any and all countries throughout the world together with the right to use and sell any products produced thereby. LICENSEE agrees to make LICENSEE’s Technical Information relating to the TGP available to TEXACO DEVELOPMENT for use under the aforesaid licenses. 5.2 LICENSEE hereby grants and agrees to grant to TEXACO DEVELOPMENT, without obligation to account to LICENSEE therefor or for grants made thereunder, an irrevocable, paid-up license to use and the irrevocable right and power to grant, either directly or through others, to Texaco Inc. and its affiliates and to the THGP licensees of TEXACO DEVELOPMENT, nonexclusive licenses to use LICENSEE’s Patent Rights relating to the THGP and for the use of LICENSEE’s Technical Information relating to the THGP in any and all countries throughout the world, together with the right to use and sell any products produced thereby. LICENSEE agrees to make LICENSEE’s Technical Information relating to the THGP available to TEXACO DEVELOPMENT for use under the aforesaid licenses. 5.3 LICENSEE hereby grants and agrees to grant to TEXACO DEVELOPMENT, without obligation to account to LICENSEE therefor or for grants made thereunder, an irrevocable, paid-up license and the irrevocable right and power to grant, either directly or through others, to Texaco Inc. and its affiliates and to the TGPS licensees of TEXACO DEVELOPMENT, nonexclusive licenses under LICENSEE’s Patent Rights relating to the TGPS and for the use of LICENSEE’s Technical Information relating to the TGPS in any and all countries throughout the world together with the right to use and sell any products produced thereby. LICENSEE agrees to make LICENSEE’s Technical Information relating to the TGPS available to TEXACO DEVELOPMENT for use under the aforesaid licenses. 5.4 TEXACO DEVELOPMENT and LICENSEE understand and agree that Paragraphs 5.1, 5.2 and 5.3 each include separate and distinct grants of LICENSEE’s Patent Rights and LICENSEE’s Technical Information and TEXACO DEVELOP...

CROSS-LICENSING. LICENSOR understands that LICENSEE'S negotiations with Gene ▇▇▇▇▇▇ (▇&J) for the cross licensing of certain Gene ▇▇▇▇▇▇ ▇▇▇ented technology to LICENSEE in exchange for the cross licensing of certain Licensed Patents to Gene ▇▇▇▇▇▇ ▇▇ now in suspense. LICENSOR agrees that in the event these negotiations are re-activated on terms and conditions similar to or more favorable to LICENSEE than those described in correspondence between LICENSOR and LICENSEE during the period April 19 to 21, 1994, LICENSOR will consent to such cross-license. (Said correspondence being incorporated herein by this reference solely for this purpose.). In the event that LICENSEE believes that one or more additional cross- licenses (other than that with Gene ▇▇▇▇▇▇ ▇▇▇erenced above) are necessary between LICENSEE and any third party, LICENSOR shall negotiate in good faith with LICENSEE for the grant of LICENSOR's consent thereto in return for reasonable consideration. If LICENSEE grants a license (an "RPI License") to any of its patented technology, or to any of its proprietary technology for which a patent application is pending ("RPI Technology") to any cross-licensee under this Agreement, or any third party affiliated with or related to such cross- licensee, and the license or option fee, royalty basis, royalty rate and/or minimums of the RPI License are substantially greater than in the cross- license, then LICENSOR and LICENSEE shall negotiate in good faith a division of the incremental royalties paid under the license resulting from such substantially greater license or option fee, royalty basis, royalty rate and/or minimums (the "Incremental Royalties"). The division of Incremental Royalties will be based upon the relative value the cross-licensed technology and the licensed RPI Technology contribute to the products upon which the Incremental Royalties are paid. In the event an agreement cannot be reached by the parties, such matter will be arbitrated before a panel of three arbitrators, one of whom shall be selected by LICENSEE, one of whom shall be selected by LICENSOR, and the third of whom shall be selected by the two arbitrators so selected by LICENSEE and LICENSOR. In no event will the payment of any part of Incremental Royalties to LICENSOR on any license extend beyond the term of this Agreement. In addition, in no event will LICENSOR be entitled to share in any license or option fees, royalties and/or minimums in

CROSS-LICENSING. Upon consummation of the transfer of the Target Shares, the Parties (including but not limited to Party A and Party A’s affiliates, Party B, Party C and their subsidiaries) agree to and shall cause the cross-licensing of their respective IPs.

CROSS-LICENSING. The Parties acknowledge that promotion and advertising of services or sponsorship by Licensee or the Licensed Products may bear both the Licensed Marks and other trademarks owned by Licensee or licensed to Licensee by third parties, provided that (i) the Licensed Marks are not partially obscured by or intertwined with any other marks or images, but are fully and independently visible at all times; (ii) Licensee has disclosed to Commission the exact marks or images (other than the Licensed Marks) which will appear on any promotion and advertising of services or sponsorship, or on Licensed Products; and (iii) the marks or images (other than the Licensed Marks) added by Licensee will not promote or advertise any political group or candidate, will not shock or offend any potential segment of the public or any group or class thereof, or reflect unfavorably upon Licensor or the Commonwealth or reduce the commercial value of Commission’s trademark association with Licensee. Licensee represents and warrants that if it does not own the additional marks or images added to any promotion and advertising of services or sponsorship, or on the Licensed Products, that it is fully authorized to use such additional marks or images and will indemnify Commission as provided in Section 7 hereof for any claims related to such additional marks or images.