Grant of License and Other Rights Sample Clauses
The "Grant of License and Other Rights" clause defines the permissions and rights that one party (the licensor) gives to another (the licensee) regarding the use of certain intellectual property, such as software, trademarks, or copyrighted materials. This clause typically specifies the scope of the license—such as whether it is exclusive or non-exclusive, the geographic area covered, the duration, and any limitations or restrictions on use. For example, it may allow the licensee to use a software product within a specific region for a set period, but prohibit sublicensing or modification. The core function of this clause is to clearly delineate what the licensee is allowed to do with the licensed property, thereby preventing misunderstandings and potential legal disputes over unauthorized use.
Grant of License and Other Rights. Company grants to QVC and its subsidiaries throughout the Term (as defined in paragraph 3 below) of this Agreement: (i) the exclusive irrevocable right in the United States, its territories and possessions, the United Kingdom, and Germany (the ‘Territory”) to Promote the Products through Direct Response Television Programs (as defined below); (ii) the nonexclusive irrevocable right in the Territory to Promote the Products through QVC’s Internet Site (as defined below) and video streaming on QVC’s Internet Site(s); through QVC’s Insider magazine; and (iii) the nonexclusive irrevocable right in the Territory to use, publish, reproduce and transmit the trademarks, trade names, logos, and/or patents and copyrights used and/or developed by Company in connection with the Products, including without limitation the words “Nutri/System” (whether now in existence or created hereafter, collectively, the “Trademarks”) to Promote the Products in accordance with the terms and conditions of this Agreement. In addition, Company grants to QVC and its subsidiaries the nonexclusive irrevocable right (subject to the provisions of paragraph 4 below) to use the rights granted in (i), (ii) and (iii) above during the Sell-Off Period (as defined in paragraph 3 below). For purposes of this Agreement, “Direct Response Television Program” shall mean any televised program which requests a consumer to respond to any promotion of any product or service by mail, telephone or other electronic means, which program: (A) contains an intermittent or continuous call to action, and devotes at least twenty percent (20%) of its
Grant of License and Other Rights. (a) ▇▇▇▇▇▇▇ grants to QVC and its affiliates throughout the term of this Agreement the following rights worldwide: (i) the exclusive right to Promote the Products through Direct Response Television (as defined below) and through the retail stores of QVC and its affiliates; (iii) the right to use, publish, reproduce and transmit the trademarks, trade names and/or logos used and/or developed by ▇▇▇▇▇▇▇ in connection with the Products, including without limitation, the term "▇▇▇▇ ▇▇▇▇▇▇▇" (collectively, whether now in existence or created hereinafter, the "Trademarks") to Promote the Products in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, "Direct Response Television" shall mean any electronic transmission (whether now in existence or developed hereafter) through which a consumer is requested to purchase any product by mail, telephone or other electronic means, including without limitation, televised electronic retailing programs, infomercials, and direct response commercial spots and computerized shopping services, whether on-line services or otherwise. Notwithstanding the foregoing, nothing in this Agreement shall prohibit ▇▇▇▇▇▇▇ from promoting its Products through its retail stores or through "▇▇▇▇ ▇▇▇▇▇▇▇" departments in first-class retail stores (defined as department stores of the first class, specialty stores and boutiques).
Grant of License and Other Rights. (a) Company grants to QVC and its affiliates throughout the Term (as defined in paragraph 3 below) of this Agreement: (i) the exclusive right in the United States, its territories and possessions, the United Kingdom, Germany, and Japan to Promote the
Grant of License and Other Rights. (a) Subject to the terms and conditions of this Agreement, Connetics grants to Pharmacia an exclusive royalty-bearing license (with limited rights reserved to Connetics pursuant to Section 2.1(c)) under the Connetics Technology during the Term to use, develop, manufacture, market, promote, distribute, sell, import, export and otherwise commercialize the Product by Pharmacia in the Territory for use in the Field.
(b) Connetics grants to Pharmacia an exclusive royalty-bearing license (with limited rights reserved to Connetics pursuant to Section 2.1(c)) under the Connetics Technology during the Term to use, develop, manufacture, market, promote, distribute, sell, import, export and otherwise commercialize the Product by Pharmacia in Japan for use in the Field when and to the extent such rights become available to Connetics. In the event [**] becomes aware of an [**] to [**] rights to the [**] in [**], [**] will notify [**] of such right and the costs therefore. If [**] requests [**] to [**] such rights, [**] will do so, and [**] shall promptly reimburse [**] for the cost to [**] the rights in the [**].
(c) Notwithstanding anything to the contrary in Sections 2.1(a) and (b) and subject to Sections 4.8(b) and 4.13(d), Connetics shall retain the right (without the right to sublicense or assign absent Pharmacia's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed) to use the Connetics Technology in the Field only for Connetics' internal research and development related to the Product and to perform its obligations under this Agreement.
(d) Pharmacia acknowledges that it shall have no right, title, or interest in or to the Connetics Technology except to the extent set forth in the license granted to Pharmacia under this Section 2.1, and Connetics reserves all rights to use the Connetics Technology except as otherwise expressly granted to Pharmacia pursuant to this Agreement. Nothing in this Agreement shall be construed to grant to Pharmacia any license or other rights to any of Connetics' intellectual property other than as expressly set forth in this Agreement.
(e) Pharmacia shall not, at any time during the Term of this Agreement, dispute or contest, directly or indirectly, Connetics' ownership of the Connetics Patents or the validity of the Connetics Patents. Nothing in this Section 2.1(e) is intended to change -------- ** Confidential Treatment Requested Connetics' obligations under Section 8.1, or the dispute reso...
Grant of License and Other Rights. (a) Company grants to QVC and its affiliates throughout the Term (as defined in paragraph 3 below) of this Agreement: (i) the exclusive right in North America, the United Kingdom and Germany (the "Territory") to Promote the Products through Direct Response Television Programs (as defined below); (ii) except as otherwise provided in paragraph 1(a)(i) hereof, the nonexclusive worldwide right to Promote the Products through all means and media; and (iii) the right to use, publish, reproduce and transmit the trademarks, trade names and/or logos used and/or developed by Company in connection with the Products (whether now in existence or created hereafter, collectively, the "Trademarks") to Promote the Products in accordance with the terms and conditions
Grant of License and Other Rights