License to Licensee. Subject to the terms and conditions of this Agreement, Quoin hereby grants to Licensee an exclusive (even as to Quoin and its Affiliates) royalty-bearing license under the Product Technology to Exploit the Product in the Territory, which license shall not be sublicensable except to subdistributors and only with Quoin’s prior written consent.
License to Licensee. Subject to the terms and conditions of this Agreement, Rambus, on behalf of itself and its Affiliates, hereby grants to Licensee and its Affiliates the following separate and distinct licenses for each product that falls within the definition of a Licensed Product: a non-exclusive, non-transferable, royalty-bearing, worldwide license, without the right to sublicense, solely under the associated Rambus Applicable Patent Claims, to make (including have made), use, Sell, offer for Sale, and/or import the corresponding Licensed Product during the Term.
License to Licensee. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts:
License to Licensee. Subject to the terms and conditions of this Agreement (including VIVUS’ retained rights as set forth in Section 2.4), VIVUS hereby grants to Licensee a co-exclusive, royalty-bearing (subject in all respects to Section 7.2), sublicensable (subject to ARTICLE 6) license under the VIVUS Technology, (i) to use, distribute, import, Promote, market, sell, offer for sale, and otherwise Commercialize Products in the Field in the Licensee Territory; (ii) make and have made Products in the Manufacturing Territory, where such Product is solely for use or sale in the Field in the Licensee Territory (subject to Section 2.2), and (iii) to conduct certain Development activities on the Product in the Field pursuant to ARTICLE 4 solely in support of Regulatory Approval in the Licensee Territory and solely in accordance with the terms of this Agreement (collectively, the “License”).
License to Licensee. Upon (i) the expiration of the Royalty Term or (ii) Licensee’s termination of this Agreement pursuant to Section 13.3 (pursuant to a breach by Licensor), Licensor shall grant, and shall by this provision be deemed to have granted, to Licensee a perpetual, worldwide, nonexclusive license to use the Licensor Technology to make, use, sell, offer for sale and import Licensed Products that bind specifically to the Designated Antigen, with no further obligation to Licensor. Notwithstanding the foregoing, or any other provision of this Agreement: (a) any of Licensee’s milestone, royalty and other payment and reimbursement obligations accruing under this Agreement prior to termination or expiration and during the Royalty Term shall not be affected by, and shall survive, such termination or expiration; (b) any of Licensee’s milestone payment obligations and other payment and reimbursement obligations to Licensor (other than royalty payment obligations) not yet matured as of the date of termination or expiration shall be eliminated; and (c) any of Licensee’s royalty payment obligations accruing under this Agreement either before or after the date of termination or expiration shall survive such termination or expiration [***].
License to Licensee. Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Subject to the terms and conditions of this Agreement, MTI hereby grants to Licensee during the Term an exclusive, royalty-bearing license, with the right to sublicense solely as provided in Section 2.2, under the MTI Technology:
License to Licensee. Subject to the terms and conditions of this Agreement, MTI hereby grants to Licensee during the Term an exclusive, royalty-bearing license, with the right to sublicense solely as provided in Section 2.2, under the MTI Technology:
License to Licensee. (1) Subject to Braintech's rights under Section 7, Braintech grants to LICENSEE a personal, non-transferable, non-assignable, and non-exclusive license to Use the Braintech Software on the Designated Computer at the Designated Site;
License to Licensee. Microsoft hereby grants to Licensee for the term of this Agreement a non-exclusive, non-transferable, limited license to the IP Rights for the sole purpose of reproducing and having reproduced and distributing and having distributed object code only compilations of the Software for pre-sale integration with Licensee's Products by Licensee.
License to Licensee. Licensor hereby grants to Licensee, subject to compliance by Licensee with the terms and conditions of this Agreement, (i) an exclusive, nontransferable, royalty-free (except as otherwise provided herein) license, without the right to sublicense except in the distribution in compliance with the terms of Sections 6.1, 9.2 and 9.6 herein to customers and potential customers whether or not within the Manufacturing Territory solely to enable customers to design for manufacturing at a HHNEC facility within the territory ("Manufacturing Territory"), to the extent that Licensor can grant such license to Licensee (including the Intellectual Property Rights of Licensor therein), to use the Design Kits to the extent necessary solely in conjunction with the conduct by Licensee of a foundry business to produce Wafers at a HHNEC manufacturing facility within the territory; and (ii) an exclusive, nontransferable, royalty-free (except as otherwise provided herein) license within the territory, without the right to sublicense, to use the Jazz Technology and Jazz Patent Rights within the territory, to the extent that Licensor can grant such license to Licensee (including the Intellectual Property Rights of Licensor therein), for business purposes only in order for Licensee to be able to engage customers and to conduct a foundry business for the production of Wafers at a HHNEC facility within the Territory; provided, however, that such right of exclusivity within the Territory shall only apply if (1)Licensee is satisfying the capacity requirements of Licensor,; and (2) Licensee is commercially competitive on on-time delivery, quality, and yield of Licensor products purchased under separate agreement between Licensor and Licensee; and, provided, further, that such right of exclusivity shall not apply to any existing contracts, agreements, or commitments between Licensor and any third party entered into prior to the signing hereof, which have been identified to Licensee. If Licensee fails to meet the conditions set forth in this Section regarding the exclusivity, Licensor shall notify the Licensee in writing of such failure and the Licensee, upon receiving such notice, shall have [...***...] of grace period to correct such failure. Subject to the foregoing, during the term of this Agreement said right of exclusivity shall mean that Licensor shall not license the Licensed Technology to any third party within the Manufacturing Territory other than Licensee to make and sell, Waf...
