License to Licensee Clause Samples
POPULAR SAMPLE Copied 1 times
License to Licensee. To the extent the listing firm has opted in (as indicated in the feed of Licensed Content by GAMLS), GAMLS hereby grants to Licensee a non-exclusive, worldwide, royalty-free license and right (but not the obligation) to reproduce, distribute, publicly display and perform, and create derivative works of the Licensed Content as mutually agreed upon between the parties, and only (a) on and in connection with the operation, marketing and promotion of the Licensee Displays, subject to the policies set forth in Exhibit C and other terms and conditions set forth in this Agreement, and (b) for the exclusive purpose of providing real estate information to consumers that have a bona fide non-commercial interest in the buying of, selling of, renting of, or learning about residential real estate.
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.
(i) to make, have made, use, import, export Products in order to Develop Products in the Field and in the Territory, and
(ii) to make, have made, use, import, export, offer for sale, sell and have sold Products in order to Commercialize Products in the Field and in the Territory. For clarity, (1) the right to make and have made Products granted under Section 2.1(i) and (ii) only applies to the Licensee Formulations or in connection with the Back-up Manufacturing Rights; Licensee is not granted any right to make or have made the Compound or to make or have made any Product other than (A) Licensee Formulations or (B) in connection with the Back-up Manufacturing Rights; (2) the rights granted under Section 2.1(i) and (ii) include the right to make and have made Licensee Formulations and exercise the Back-up Manufacturing Rights anywhere in the world solely for Development and/or Commercialization in the Territory; (3) notwithstanding the foregoing, Licensee and its Affiliates shall have the right to conduct any non-clinical testing or packaging of the Products within or outside the Territory, whether or not Back-up Manufacturing Rights have been exercised; (4) MTI retains the right to make and have made the Compound and/or Products in the Territory for Development or Commercialization outside the Territory (or to supply Licensee with Product in accordance with the Supply Agreements), (5) the right to Develop Products granted under Section 2.1(a)(i) includes the non-exclusive right to conduct Development (excluding clinical trials or other human use of the Product) anywhere in the world and (6) the rights granted under Sections 2.1(a)(i) and (ii) are exclusive with respect to MTI’s rights in the MTI Technology. Licensee shall not, and shall cause its Affiliates or Sublicensees not to, use or practice any MTI Technology outside the scope of the license granted to it under this Section 2.1.
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 (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. (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;
(2) Except for the rights to Use the Braintech Software expressly conferred on LICENSEE by Section 2(1) LICENSEE shall not have the right and agrees not to copy or reproduce the Braintech Software or any part thereof. Without limiting the generality of the foregoing, except as permitted by law, LICENSEE shall not copy, disassemble, de-compile, translate or convert into human readable form, or reverse engineer, all or any part of the Braintech Software, and shall not use the Braintech Software, Program Concepts, or Support Materials to develop any derivative works or any functionally compatible or competitive software. LICENSEE shall not have the right, and agrees not to copy or reproduce the Support Materials;
(3) LICENSEE may sublicense programs developed using the Braintech Software and Modules thereof (the "Program") to the End-User on the following conditions:
(a) LICENSEE will include a copy of the Runtime License, (EXHIBIT 8) with its proposal;
(b) End-User will require a Key from Braintech to run the Program;
(c) The LICENSEE must pay Braintech a Run-Time license fee as specified in the Master Agreement, Section 4 and 5 for every Product shipped to the End-User according to the payment terms as specified in the Master Agreement, Section 6.
(d) LICENSEE agrees to have two(2) developers trained at Braintech's Vancouver Center;
(e) Developers are trained and certified L3;
(f) Braintech agrees to waive training fee for two (2) only Developers.
License to Licensee. To the extent applicable, Licensor hereby grants Licensee a limited, non-exclusive, and non-transferable right and license to access and use any De-identified Data collected by Licensor through the Licensed Materials outside of the Field of Use for Licensee’s use in the Territory in the Field of Use.
License to Licensee. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee and Licensee hereby accepts:
2.1.1 an exclusive, royalty-bearing license (with the right to sublicense) under the Licensor Patent Rights to make and have made (in compliance with Section 3.2), use, develop, sell, offer for sale and import Products in the Field in the Territory; and
2.1.2 an exclusive, royalty-bearing license (with the right to sublicense), under the Licensor Know-Flow, to make and have made (in compliance with Section 3.2), use, develop, sell, offer for sale and import Products in the Field in the Territory.
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. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive (even as to Licensor), milestone- and royalty-bearing license, with the right to grant sublicenses solely as permitted under Section 2.1(b), under the Licensor Technology, to Develop, use, sell, offer for sale, import, distribute and otherwise Commercialize Products in the Field in the Licensed Territory, provided that on a Product-by-Product basis, Licensor or an Affiliate of Licensor will be the Product License Holder for each of the Products in each country of the Licensed Territory (i) unless the prevailing Laws or regulations in any given country of the Licensed Territory would not allow Licensor or its Affiliate to hold the Marketing Authorization for such Product, in which case the identity of the Product License Holder in such country for such Product and arrangements concerning the ownership, maintenance and transferability of such Marketing Authorization shall be subject to Licensor’s approval, such approval not to be unreasonably withheld or delayed, and (ii) in case, however, no alternative solution is agreed upon between the Parties, or available to the Parties in accordance with the prevailing Laws and regulations, then the Product License Holder for such Product in such country will be the Licensee (or its Affiliate or Sublicensee, as the case may be).