License to Background IP. If and to the extent any of Contractor’s Background IP or a portion thereof is incorporated in the Work Product, or is otherwise necessary for the use of the Work Product, Contractor hereby grants to University a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, sublicensable, fully paid license to use, make, sell, distribute, execute, adapt, translate, reproduce, display, perform, modify, and create derivative works of Contractor’s Background IP in connection with the Work Product in which such Background IP is incorporated.
License to Background IP. For the Term of this Agreement, Purchaser grants to Supplier, and Supplier accepts, a fully paid up, royalty-free, worldwide and nonexclusive right to use Purchaser’s Background IP, Purchaser Technology Data Package Improvements as well as Purchaser Foreground IP as necessary for the sole purpose to manufacture and supply the Product under this Agreement. Within the timetable set forth in this Agreement, Purchaser shall provide Supplier with a technology data package (the “Purchaser Technology Data Package”) containing such Purchaser Background IP, patents, data, documents and records necessary for Supplier to manufacture the Product. Specifics to such Purchaser Technology Data Package are outlined in Exhibit E. Any failure on the part of Purchaser to provide the Purchaser Technology Data Package in a complete and timely manner shall not be held against Supplier with regard to meeting timelines and will result in an automatic extension of Supplier timelines until such Purchaser Technology Data Package is complete, provided, however, that Purchaser’s failure to provide the Purchaser Technology Data Package in a complete and timely manner shall not constitute a breach of this Agreement by Purchaser. If following unsuccessful completion of validation services, Supplier does not believe that the Purchaser Technology Data Package previously provided by Purchaser to Supplier contains the information necessary for Supplier to manufacture and supply the Product under this Agreement, then Supplier shall notify Purchaser in writing within [***] following unsuccessful completion of validation services, and the Parties will promptly meet to discuss and seek agreement, in good faith, on additional information, if any, to be added to the Purchaser Technology Data Package.
License to Background IP. UW shall offer to Company, at the time Company expresses its intent to negotiate for a license to any given UW IP, the non-exclusive right to negotiate a license to UW Background IP directly related to such UW IP, provided such Background IP is available for licensing. Company shall have three (3) months from the date upon which UW delivers to Company a Disclosure of UW Background IP to negotiate a license to any of the specified UW Background IP. The license may be exclusive, sole, or non-exclusive, at UW's option.
License to Background IP. If and to the extent that any Background IP or a portion thereof is incorporated in the Deliverables or is otherwise necessary for the use of the Deliverables, Company hereby grants to Customer a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, with the right to sublicense through multiple tiers, to use, make, sell, distribute, execute, adapt, translate, reproduce, display, perform, modify, and create derivative works of Company’s Background IP in connection with the Deliverables License to Customer Content. Subject to the terms of this Agreement, Customer hereby grants to Company a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Content solely to the extent necessary to provide the Service to Customer. Nothing in this Agreement is intended to transfer ownership of or interest in Customer Content (including any Intellectual Property Rights) of Customer or any third party. Company acknowledges and agrees that Customer shall retain all right, title, and interest to and shall be the sole owner of all Customer Content. Company shall not use Customer’s name in any customer lists or for any other marketing or promotional purposes without Customer’s prior written permission in each instance. Such permission is at Customer’s sole discretion and may be revoked at any time. License limitation. Company warrants that the Company’s content providers have granted Company all necessary rights and licenses in and to the Materials for Company to grant the rights set forth in this Agreement. Company warrants that the Materials in their original unaltered form and used in full compliance with this Agreement and applicable law, will not: i) infringe any copyright, trademark, or other intellectual property right; ii) violate any third parties rights of privacy or publicity; iii) violate any US law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene. Notwithstanding the above, laws can still affect the usage of the Materials, like trademark, copyright, and privacy rights. For this reason, the Company is introducing the following restrictions on the license provided. The license Customer gets to use Materials as part of Company’s Services does not include the right to use Materials in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive a...
