License Back Sample Clauses
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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. Automatically, upon assignment of the Patent to Entera, Entera grants to Oramed under the Patent and any derivatives, modifications, enhancements and improvements thereof (the "Licensed Patent"): a worldwide, royalty free, fully paid-up, exclusive (solely in respect of the Licensed Field), irrevocable and perpetual, non-transferable license but, with the right to sublicense, to develop, test, manufacture, make, use, market, distribute and sell, have developed, tested, manufactured, made, used, marketed, distributed and sold products covered by the Licensed Patent or otherwise exploit the Licensed Patent, solely in the Licensed Field. Oramed shall have the right to sublicense its rights hereunder in the Licensed Patent, provided that the sublicensee is bound by terms no less restrictive than those set forth herein and that Oramed is responsible for the sublicensee's compliance with the terms of the sub-license.
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. 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. As between the parties, 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 In4BI (R) Applications created, conceived, developed, made, reduced to practice, or invented by or on behalf of them during the term of this ULA; provided, however, that such ownership is and shall continue to be subject to In4BI's underlying ownership interest in and to all of the Software and In4BI Confidential Information from which any such Platform Manager(R) Application is derived. For clarity, User does not receive under this ULA either any license or other right to use any of In4BI's proprietary trademarks, including without limitation, the Platform Manager(R) trademark, and all such rights are hereby reserved by In4BI, or any ownership rights in or to any In4BI(R) Applications developed or otherwise created by or for In4BI in connection with its performance of any professional services on User's behalf. If, at any time during or after the term of this ULA, 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 ULA), then User will use reasonable efforts to notify In4BI in writing within thirty (30) days after the filing of any such patent application or the issuance of any patent based thereon (collectively, "User Patents"). To the extent permitted by applicable law, User hereby grants to In4BI a royalty-free, fully- paid, irrevocable, non-exclusive, freely sub licensable and transferable license, under all 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 User Patent in every manner.
License Back. Subject to the Closing (as defined below), Purchaser shall grant to Seller a license-back to the Patents, pursuant to the terms of the License Agreement, in the form attached hereto as Exhibit 3.3 (the “License Agreement”).
License Back. In the event that Licensee develops any interfaces or other software to enable the Software to operate with software of Licensee, the Licensee hereby agrees it will not assert against ENI any copyrights, trade secrets or other proprietary rights with respect to such interfaces or other software independently developed by ENI without reference to such interfaces or other software.
License Back. For good consideration as set forth in Article 3 hereof, and on the terms and conditions set forth herein, NETGATEWAY hereby grants to SHOPPING PLANET a nonexclusive, nontransferable license of the Technology for internal business use only by SHOPPING PLANET. SHOPPING PLANET shall not have the right to sublicense this grant to others, and shall not have the right to use the Technology as a basis for developing any other software for license to third parties. The parties hereto specifically acknowledge and understand that this grant back is made to SHOPPING PLANET only and not to any of the Principals. SHOPPING PLANET shall hold the Technology in confidence in a reasonable manner, but in no less protective a manner than it holds its own technology and software.
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.