LICENSE GRANTS TO PURCHASER Sample Clauses

LICENSE GRANTS TO PURCHASER. Seller grants (and agrees to cause its appropriate Subsidiaries to grant effective as of the Closing Date) to Purchaser, under the Licensed Business Patents, an irrevocable, non-exclusive, worldwide, fully-paid, royalty-free and non-transferable (except as set forth in Section 9.12 hereof) license, with right of sublicense as set forth below, to make (including the right to practice methods, processes and procedures), have made, use, lease, sell, offer for sale and import Purchaser Products solely within the Purchaser’s Field of Use. With respect to those Licensed Business Patents owned by a Third Party, (a) the license shall be non-exclusive, and (b) the license grant set forth in this Section shall be subject to the limitations set forth in the relevant license agreement between Seller and such Third Party.
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LICENSE GRANTS TO PURCHASER. Avago grants (and agrees to cause its appropriate Subsidiaries and Affiliates to grant) effective as of the Closing Date to Purchaser, under the Licensed Business Patents, an irrevocable, non-exclusive, worldwide, fully-paid, royalty-free and non-transferable (except as set forth in Section 9.12 hereof) license, with right of sublicense as set forth below, to make (including the right to practice methods, processes and procedures), have made, use, lease, sell, offer for sale and import Purchaser Products solely within the Purchaser’s Field of Use. With respect to those Licensed Business Patents owned by a Third Party, if any, (a) the license shall be non-exclusive, and (b) the license grant set forth in this Section shall be subject to the limitations set forth in the relevant license agreement between Avago and such Third Party.
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LICENSE GRANTS TO PURCHASER. General IP grants, on behalf of itself and its appropriate Subsidiaries and Affiliates, effective as of the Closing Date to Purchaser, under the Licensed Business Patents, an irrevocable, non-exclusive, worldwide, fully-paid, royalty-free and non-transferable (except as set forth in Section 9.12 hereof) license, with right of sublicense as set forth below, to make (including the right to practice methods, processes and procedures), have made, use, lease, sell, offer for sale and import Purchaser Products solely within the Purchaser’s Field of Use. With respect to those Licensed Business Patents owned by a Third Party, the license grant set forth in this Section shall be subject to the limitations set forth in the relevant license agreement between General IP and such Third Party.
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LICENSE GRANTS TO PURCHASER. Seller grants (and agrees to cause its appropriate Subsidiaries to grant) to Purchaser, under the Licensed Seller Patents, an irrevocable, non-exclusive, worldwide, fully-paid, royalty-free and non-transferable (except as set forth in Section 9.10 hereof) license to design, develop, make (including the right to practice methods, processes and procedures), have made, use, lease, sell, offer for sale, maintain and import Medical Products (as that term is defined in the Asset Purchase Agreement; except that for purposes of this Section 3.1, the definition of Medical Products shall also include successor products and services and product line or service line extensions to those products defined as Medical Products in the Asset Purchase Agreement, whether or not reasonably foreseeable as of the Closing Date) in Purchaser's Field of Use. Seller covenants and agrees to cause its Subsidiaries not to grant any other licenses under the Licensed Seller Patents in Purchaser's Field of Use for a period of five (5) years, commencing on the Closing Date. With respect to those Licensed Seller Patents owned by a Third Party, the license grant set forth in this Section hereof shall be subject to the limitations set forth in the relevant license agreement between Seller and such Third Party (such license agreements, "Third Party Licenses").
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LICENSE GRANTS TO PURCHASER. (a) Seller will give Purchaser immediate access to the source code and object code for Seller's technologies known as TNT, RT24 and AES/AEC for Windows 95 and NT 4.0 platforms, and Seller hereby grants Purchaser a royalty free, worldwide license to use this source and object code internally, to develop derivative works thereof (other than derivative works that change the bit-stream or bit-rate of these technologies) and to sublicense end users to use, for beta test purposes only, this object code and derivatives thereof contained within products developed, manufactured or distributed by Purchaser. To the extent that Purchaser does not enter into a license agreement pursuant to (b) or (c) below, then the license granted under this subsection (a) will immediately terminate and Purchaser shall return to Seller or destroy all copies of such technologies in its possession.
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LICENSE GRANTS TO PURCHASER. Agilent agrees to grant, and Agilent agrees to cause its Affiliates to grant, to Purchaser, effective as of the Closing, the following personal, irrevocable, non-exclusive, worldwide, royalty-free and non-transferable (except as set forth in Article VIII below) licenses under the Licensed Agilent IPR subject to the terms of this Agreement as follows:
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Related to LICENSE GRANTS TO PURCHASER

  • License Grants Subject to the terms of this Agreement, M.I.T. hereby grants to COMPANY and its AFFILIATES for the TERM a royalty-bearing license under the PATENT RIGHTS to develop, make, have made, use, sell, offer to sell, lease, and import LICENSED PRODUCTS in the FIELD in the TERRITORY and to develop and perform LICENSED PROCESSES in the FIELD in the TERRITORY.

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • Sublicenses Merck shall have the right to sublicense ([…***…]) any or all of the licenses granted to Merck hereunder, including in connection with the performance of tasks and obligations with respect to the Research, Development and Commercialization of Program Nanobody(ies), Compound(s) and Product(s) as Merck deems appropriate and without the prior written consent of Ablynx. Notwithstanding the foregoing, any such sublicense granted to a Third Party that encompasses material Commercialization of Program Nanobody(ies), Compound(s) and Product(s) for the U.S. or any Primary Country shall require prior written notification to Ablynx. Merck shall be responsible for ensuring that the performance by any of its sublicensees hereunder that are exercising rights under a sublicense hereunder is in accordance with the applicable terms of this Agreement (to the extent applicable to sublicensees), and the grant of any such sublicense shall not relieve Merck of its obligations under this Agreement (except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement). In all cases, the rights granted to any sublicensee shall be subject and subordinate to the applicable terms and conditions of this Agreement. Where a sublicensee of Merck that is not an Affiliate is to perform any Research Program activities during the Research Program Term for the applicable Research Program, the grant of such a sublicense shall require the prior written consent of Ablynx (not to be unreasonably withheld), and Merck shall oversee the performance by such sublicensee of the relevant activities by the sublicensee in a manner that would be reasonably expected to result in their timely and successful completion of such activities in accordance with this Agreement, and Merck shall remain responsible and primarily and fully liable for the performance of such activities in accordance with this Agreement. Merck hereby expressly waives any requirement that Ablynx exhaust any right, power or remedy, or proceed against such sublicensee for any obligation or performance hereunder, prior to proceeding directly against Merck with respect to the sublicense. Merck shall ensure compliance with the applicable terms of this Agreement (to the extent applicable to sublicensees) by its sublicensee, including with respect to provisions on confidentiality, intellectual property ownership and compliance with Applicable Laws. Without limiting the foregoing, to the extent that Merck grants a sublicense so as to enable said sublicensee to perform Research Program activities, Merck shall ensure that its sublicensee is obligated to assign rights to any Program Know-How made by such Third Party sublicensee so that such rights can be conveyed in accordance with the terms and conditions of this Agreement, including Section 7.1.

  • License Grant Subject to the terms and conditions of this Agreement, including the Retained Rights, Licensor hereby grants to Licensee an exclusive, sublicensable (as provided in Section 2.4 only), non-transferable (except as provided in Section 10.2), royalty-bearing, worldwide license, under the Licensed Patents to make, have made, use, import, sell, and offer for sale Licensed Products solely in the Field, including, for the avoidance of doubt, the right to conduct research and development.

  • PAYMENTS TO PURCHASER 52 ARTICLE VI....................................................................54

  • Statements to Purchaser Not later than the tenth calendar day of the month, the Company shall furnish in an agreed upon electronic format to the Purchaser or its designee, a monthly, loan level, scheduled remittance advice, trial balance report and payment and payoff activity detail, as to the preceding remittance and the period ending on the last day of the preceding month.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • The License Licensor owns, operates and licenses a system designed to provide a distinctive, high quality hotel service to the public under the name "Homewood Suites" (the "SYSTEM"). High standards established by Licensor are the essence of the System. Future investments may be required of Licensee under this License Agreement ("AGREEMENT"). Licensee has independently investigated the risks of the business to be operated hereunder, including current and potential market conditions, competitive factors and risks, has read Licensor's "Franchise Offering Circular," and has made an independent evaluation of all such facts. Aware of the relevant facts, Licensee desires to enter into this Agreement in order to obtain a license to use the System in the operation of a Homewood Suites hotel located at 00000 X. XXXXX XXXXXX XXXXXXXXX, XXXXXX, XXXXXXXX 00000 (the "HOTEL") subject to the terms of this Agreement.

  • Additional Indemnification Rights Nonexclusivity Scope. the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 10(a) hereof.

  • No Other Agreements to Purchase No person other than the Purchaser has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Vendor of any of the Purchased Shares.

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