License Back Sample Clauses

License Back. If Customer possesses or comes to possess a licensable or sub-licensable interest in any issued patent with claims that read upon the Verity system, its method of operation, or any component thereof, Customer hereby grants and promises to grant a perpetual, irrevocable, royalty-free, paid-up license, with right to sublicense, of such interest to ▇▇▇▇ permitting ▇▇▇▇ to make, have made, use, and sell materials or services within the scope of the patent claims.

License Back. Notwithstanding anything in Section 2 to the contrary, Buyer hereby grants back to Parent, with the right to grant sublicenses to its Affiliates, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license and right to use those patents listed on Subschedule 2(a).

License Back. Subject to Section 8.8 (Non-Compete in Territory and Exclusivity), Genoa hereby grants to PARI a perpetual, worldwide, non-exclusive, sublicensable, transferable, fully paid-up, royalty-free license to the Genoa Technology to formulate, develop, make, have made, use, sell, have sold, offer for sale, market, promote, import, export or otherwise commercialize the Genoa Technology as it relates to the use of any PARI Nebulizer or any PARI Accessory (i) for any use or purpose outside the Field in the Territory during the Term of the Agreement, and (ii) for any use or purpose after the Term of the Agreement, including without limitation inside the Field and/or inside the Territory. Solely to the extent such licensed rights set forth above in (i) and/or (ii) are within the Field, such licensed rights shall terminate automatically in the event of the termination of this Agreement by Genoa under Section 11.2 (Termination of Agreement for Material Breach).

License Back. Subject to the terms and conditions of this Agreement, as of the Closing Date, Purchaser hereby grants to Seller a non-transferable (except as set forth below), non-sublicensable (except as set forth below), royalty-free, non-exclusive license under the Transferred Patents, in each jurisdiction where rights exist, to make, have made, use, sell, offer to sell and import the products of Seller excluding any product in the wired communications field that is: a DSL solution and/or a broadband network processor and/or router which has the primary purpose of providing network processing and/or routing. Notwithstanding, it shall not be prohibited for Seller to conduct the activities described in Section 2.04(2) of the Licensing Agreement. The Seller may grant sublicenses to the Transferred Patents (excluding sublicenses for the sublicensee to make or have made the Licensed AFE products for a party other than Seller), provided, however, that the terms and conditions of any such sublicenses provide (x) for all appropriate use restrictions, and (y) are comparable to those under which the Seller licenses its own valuable Intellectual Property Rights of a similar nature. The licenses granted to the Seller pursuant to this Section 2.4 may not be transferred or assigned by the Seller, provided, however, Seller may transfer such license upon notice to Purchaser to a successor entity by way of a reorganization, merger or sale of all or substantially all of the assets of Seller. Notwithstanding the foregoing, Seller may not transfer or assign (through merger, sale of asset or reorganization) the licenses granted herein with respect to Licensed AFEs to any successor entity that provides products or technology in the wired communications field that are: a DSL solution and/or a broadband network processor and/or router which has the primary purpose of providing network processing and/or routing. Any assignment or transfer of the licenses granted to Seller in this Section 2.4 in violation of this Section 2.4 shall be null and void. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE TRANSFERRED PATENTS ARE LICENSED BY PURCHASER TO SELLER “AS IS” WITHOUT ANY WARRANTY, INCLUDING ANY WARRANTY AS TO THE VALIDITY OF ANY CLAIM THEREIN. Purchaser reserves all right, title and interest in all of its Intellectual Property Rights, including the Transferred Intellectual Property Rights, that are not expressly granted by Purchaser in this Section 2.4.

License Back. 2.2.1. Subject to the terms and conditions of this Agreement (including Section 2.4), uniQure hereby grants to Simioni during the Term (a) an exclusive, royalty-bearing (under Section 3.5), sublicensable (subject to Section 2.2.2) license under uniQure’s right, title and interest in the Assigned Patent Rights (except for those Assigned Patent Rights not yet fully and completely assigned to uniQure pursuant to Section 2.1, which Assigned Patent Rights shall be included once fully and completely assigned to uniQure pursuant to Section 2.1) to develop, have developed, manufacture, have manufactured, use, have used, market, import, have imported, offer for sale, have offered for sale, sell or have sold products solely for use in the Protein Field in the Territory and (b) a non-exclusive, non-royalty-bearing license, without the right to grant sublicenses, under uniQure’s right, title and interest in the Assigned Patent Rights solely to conduct non-commercial research activities in any field, including non-commercial research for human therapeutic uses, such activities to be only conducted by Simioni alone or with non-commercial Third Parties who are academic or research institutions. For the avoidance of doubt, activities permitted to be conducted under the exercise of rights in clause (b) of this Section 2.2.1 do not include clinical studies and shall not result in, or contribute to, any commercial sale of goods or services. 2.2.2. All sublicensees of the rights granted to Simioni in Section 2.2.1 shall enter into written sublicense agreements on terms consistent with this Agreement and which include (a) confidentiality provisions relating to the Confidential Information of uniQure that are the same or substantially similar as those contained in this Agreement; (b) indemnification provisions that require the sublicensee to indemnify, hold harmless and defend Simioni, uniQure and their respective Affiliates from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by Simioni, uniQure or their respective Affiliates arising or resulting from any Claim related to product liability for products developed, manufactured or commercialized by such sublicensee, its Affiliates or sublicensees; provided that Simioni shall use commercially reasonable efforts to negotiate such sublicense agreements to include indemnification provisions that require the sublicensee to indemnify Simioni and uniQure to the full exten...

License Back. As between the parties, End User or any of its Permitted Affiliates, as applicable, will be the sole and exclusive owner of all right, title and interest in and to any PlatformManager (R) Applications created, conceived, developed, made, reduced to practice, or invented by or on behalf of them during the term of this EULA; provided, however, that such ownership is and shall continue to be subject to PlatformManager's underlying ownership interest in and to all of the Software and PlatformManager Confidential Information from which any such Platform Manager(R) Application is derived. For clarity, End User does not receive under this EULA either any license or other right to use any of PlatformManager's proprietary trademarks, including without limitation, the Platform Manager(R) trademark, and all such rights are hereby reserved by PlatformManager, or any ownership rights in or to any PlatformManager(R) Applications developed or otherwise created by or for PlatformManager in connection with its performance of any professional services on End User's behalf. If, at any time during or after the term of this ▇▇▇▇, End User or any of its Affiliates decides to file any patent application based on or claiming any of the technology, inventions and/or processes used in any such Platform Manager(R) Application (including, without limitation, any enhancements, modifications or improvements made thereto during or after the term of this ▇▇▇▇), then End User will use reasonable efforts to notify PlatformManager in writing within thirty (30) days after the filing of any such patent application or the issuance of any patent based thereon (collectively, "End User Patents"). To the extent permitted by applicable law, End User hereby grants to PlatformManager a royalty-free, fully-paid, irrevocable, non-exclusive, freely sublicensable and transferable license, under all End User Patents, to (i) use, make, have made, sell, offer to sell, develop, design, market, license, distribute and import any product or service, (ii) use or perform any process or method, and (iii) otherwise practice the inventions, technology and/or processes claimed in any End User Patent in every manner.

License Back. The Buyer hereby grants to the Seller and each of its Affiliates and their respective successors and assigns a perpetual, irrevocable, non-terminable, worldwide, royalty-free, fully paid-up, non-exclusive, sublicenseable to Affiliates, customers, end users and contractors (provided that such customers, end users and contractors are not licensed to use the Licensed Software for any purpose other than for its intended use to provide services or to process business of the Seller or the applicable Affiliate), and non-transferable (except that the Seller and each of its Affiliates may transfer, as limited by the proviso to this parenthetical, the

License Back. During the Term, Toray hereby grants and shall continue to grant to Acologix a worldwide, royalty-free, non-exclusive license, with the right to grant and authorize sublicenses, such sublicense right is subject to prior written consent by Toray which consent shall not be unreasonably withheld, under the Licensed-Back Subject Matter, to research, develop, make, have made, import, use, offer for sale, and sell any Products, or otherwise to exploit the Licensed-Back Subject Matter. In the event of any future termination of this Agreement, the Parties agree to negotiate in good faith commercially reasonable terms of a license (exclusive or non-exclusive) to Acologix under any Licensed-Back Subject Matter to research, develop, make, have made, import, use, offer for sale or sell, such license to include the right to grant sublicenses. During the Term, Toray and its Affiliates covenant not to enforce a claim of such Toray Patents within the Licensed-Back Subject Matter against any third party *** Confidential treatment request pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. who obtains a Product, directly or indirectly, from Acologix, an Acologix Affiliate or sublicensee, based on that third party’s use of such Product.

License Back. Master Licensee agrees to make the relevant Key Sub-Licensee grant to Panasonic a perpetual, nonexclusive, worldwide, non-transferable (unless otherwise agreed by Master Licensee in writing, such consent not to be unreasonably withheld), non-sub-licensable (unless otherwise agreed by Master Licensee in writing, such consent not to be unreasonably withheld), non-royalty bearing, limited licence to use the Deliverables for its semiconductor business in respect of products that are similar to the Products in accordance with the terms and conditions of this Agreement.