Grant to NV Clause Samples

Grant to NV. 2.1 AC hereby grants to NV during the term of this Agreement (as set forth in Article 12 below), the following licenses and rights, subject to the limitations of paragraph 2.2 below and all other terms of this Agreement. (a) A non-exclusive right and license to use the Know-How for the manufacture and/or Support of the Licensed Product for negative pressure wound treatment applications. (b) An exclusive right and license to market, sell lease and/or distribute, whether directly or via dealers, distributors and sales agents, the Licensed Product in and to the Market for negative pressure wound treatment applications. (c) An exclusive right and license to sell and/or provide in the Market Support for any Licensed Product sold by NV or its dealers to customers pursuant to this Article 2; and (d) A non-exclusive right and license, with the right to sub-license, to design, develop, and implement modifications, improvements, and derivate works of the Licensed Product for negative pressure wound treatment applications. (e) A non-exclusive right and license to integrate and/or incorporate the Licensed Product with NV products to create Integrated Products, and to market, sell, lease, and/or distribute such Integrated Products in the Market. (f) A license under any and all Licensed Patents insofar as such license is required to exercise the rights and licenses specified in paragraph 2.1 [a], [b], [c], [d], and [e] of this Article 2. 2.2 The rights and licenses granted to NV above are limited to the manufacture, marketing, sale, lease, distribution, and Support of the Licensed Product solely for negative pressure wound treatment applications, with all other applications and markets being expressly reserved to AC’s exclusive control. NV shall be entitled to place its markings, logo and/or symbol on the products covered under sub-article 2.1 above. NV shall not be liable if Licensed Product sold by it for uses permitted to NV hereunder are in fact used subsequently for a different purpose not authorized by NV. 2.3 NV shall be entitled to grant sublicenses under this Agreement for purpose of using third-party subcontractors for the purpose of manufacturing, marketing, selling, leasing, distributing and supporting the Licensed Products, subject to notifying AC of each such sub-license and sub-contract.