Grants and exceptions Clause Samples

Grants and exceptions. 3.1 Subject to the terms and conditions of this Agreement (including without limitation, the provisions for license termination), Licensor hereby grants Licensee a terminable, royalty-bearing, non-assignable license to use the Technology, including Know-How, to build and operate a Manufacturing Plant in the Territory, to make Products within the Manufacturing Plant during the Term and to market, use, offer for sale and sell the Products produced to the Customers within the Territory during the Term. Licensee shall not market or sell Products to any Customer that intends to use or to sell Products outside the Territory and shall not use the Technology outside the Territory. 3.2 Licensor agrees that it will not grant to any Third Party a license to use the Technology in the Territory to make Products, except where a country in the Territory has ceased to be part of the Territory pursuant to Section 3.5. Licensee shall not be entitled to sub-license its rights according to this Agreement to any Third Party. 3.3 The Parties agree that Licensee can extend the numbers of Manufacturing Plants in the Territory by way of written notification to Licensor requesting an additional Manufacturing Plant and identifying its location and expected capacity, followed by a written contract amendment signed by the Parties, which authorizes the additional Manufacturing Plant and provides that the terms and conditions of this Agreement apply to such additional Manufacturing Plant. At Licensor’s request, as part of its request for an additional Manufacturing Plant Licensee will provide evidence to demonstrate Licensee’s Affiliate relationship with and control over the additional Manufacturing Plant(s). 3.4 Licensee shall ensure that Licensor is granted the same rights under any agreement for an additional Manufacturing Plant that Licensor enjoys under this Agreement. If the license granted to Licensee under this Agreement should terminate or be altered in any way such termination or alteration shall have immediate corresponding effect on any of Licensee’s Manufacturing Plant(s). 3.5 [Redacted. Third party grant information has been redacted.]. 3.6 No other, further or different license or right, except as expressly and exhaustively provided for in this Article 3, is granted or implied under this Agreement. In particular, Licensee shall have no right to sublicense any right granted to it in this Agreement; except that Licensee may sell Products to Customers for use in or for marke...