License to Seller. Buyer hereby grants to Seller a nonexclusive, transferrable (but solely in connection with a sale of all or substantially all of the assets related to a product or line of business), sublicensable (through multiple tiers, but in each case, solely within the scope of the license to Seller and only to a third party that is not then-currently commercializing a product that directly competes with the Products or the Development Products), worldwide, perpetual, irrevocable, paid-up and royalty-free license under any Non-Exclusive Transferred Intellectual Property for Seller’s use in connection with its business operations as of the Closing and extensions and evolutions thereof but excluding any operations related to the Business, the Products or the Development Products. For clarity, Seller shall have no right to enforce any Non-Exclusive Transferred Intellectual Property against any third party that may be misappropriating or infringing such Non-Exclusive Transferred Intellectual Property.
License to Seller. Without further action by the Parties, upon the Closing, Buyer grants Seller the right to offer the Asset for sale and to advertise the Asset and a royalty-free license to use any intellectual property provided by Seller to Buyer that is associated with the Asset (the “Retained Rights”). Seller may use the Retained Rights solely in connection with offering the Asset for Sale or advertising the Asset. Seller may assign the Retained Rights to any Affiliate of Seller. The rights granted to Seller pursuant to this Section 3 may be assigned to an Affiliate of Seller and shall terminate upon any sale of the Asset to a third-party. Each of the Parties agree to execute such documents and undertake such actions as reasonably required to effect the intent of this Section 3.
License to Seller. (a) Effective as of the Closing, Buyer hereby grants to Sellers a perpetual, non-terminable, irrevocable, royalty free, worldwide license under Buyer's rights in the Transferred Trade Secrets to (i) use such Transferred Trade Secrets in the operation of Sellers' Retained Business, including to make, have made, use, sell, distribute, offer for sale and import product of the type currently sold, under development or to be developed by such Retained Business, subject to the provisions set forth in Section 6.5; and (ii) use such Transferred Trade Secrets to make, have made, use, sell, distribute, offer for sale and import products that are not commercially sold to other OEMs or semiconductor fabs, other than in connection with, or in support of, KT products. The foregoing license shall not (i) be sublicensable except in connection with and on the same terms as the licensing or sale of the products of Sellers' retained businesses or substantial other Intellectual Property of Sellers; or (ii) transferable except in connection with and on the same terms as the sale of a retained business or all or substantially all of the assets of a retained business to which such Transferred Intellectual Property relates.
License to Seller. The parties hereto shall enter into a license ----------------- agreement in substantially the form attached hereto as Exhibit G (the "License --------- ------- Agreement"). The parties hereto acknowledge and agree that, except as provided --------- in the License Agreement, relating to the business of providing computer and Internet access and services in hotel and hospitality and in multi-dwelling and multi-tenant environments, Seller and Parent may continue their business of providing computer and Internet access and services through kiosks and other publicly accessible computer terminals worldwide without any additional licenses of any of the Intellectual Property. In the event of a determination that the provision by Seller and/or Parent of such access and services does require a license under the Intellectual Property, then the parties shall thereafter negotiate such a license on commercially reasonable terms.
License to Seller. Effective as of the Closing and subject to the provisions hereof Buyer and its Subsidiaries (“Buyer Licensors”) hereby grant, and agree to grant, to the Parent Group (“Seller Licensees”) a worldwide, irrevocable, perpetual, non-exclusive, fully paid-up, non-transferable (except as set forth in Section 8.10(d)), sublicensable (subject to Section 8.10(c)) license under the Company IP (excluding any Registered IP) in existence as of the Closing Date, to use, reproduce, distribute, disclose, make, improve, display and perform (publicly and otherwise, subject to any applicable confidentiality restrictions), create derivative works of, and otherwise exploit in any manner to operate the retained businesses and operations of Parent Group, other than the Business, in any field.
License to Seller. (a) Effective as of the Closing Date, and subject to termination only for breach of Section 2.10(b), Buyer grants to Seller a non-exclusive, worldwide, sublicensable royalty-free license, including right to sublicense as set forth herein, under all rights in the KinomeScan Intellectual Property as it exists as of the Closing Date. […***…]. ***Confidential Treatment Requested 11
License to Seller. Effective as of the Closing, until the last to expire of the Licensed Back Patents, the Purchaser hereby grants to the Seller and its Affiliates, and Seller and its Affiliates shall retain, a worldwide, irrevocable, non-exclusive, fully paid-up, royalty-free, non-transferable (except as provided in Section 7.3(c)), license under such rights as the Purchaser has acquired under this Agreement in the Licensed Back Patents, (i) to make, have made, import, use, offer to sell, sell (or otherwise dispose of) any products (other than Business Products) of Seller or its Affiliates, and (ii) to practice any method, process or procedure claimed in any of the Licensed Back Patents in connection with Seller’s or its Affiliates’ businesses; provided that neither Seller nor its Affiliates shall exercise their rights under the foregoing license in a manner that would be in breach of the restrictions set forth in the Noncompetition Agreement. This license to the Seller is limited to the field of use that includes the Seller’s retained business as that business is operated as of the Effective Time only. For the avoidance of doubt, this license shall not cover any of the Seller’s new products.
License to Seller. (a) On the Closing Date, Buyer agrees to license to Seller, for the consideration of $1.00 payable to Buyer at Closing, the Trademarks listed in Exhibit B to this Agreement (the "License") for the sole purpose to allow Seller to: (i) sell its existing inventory as listed in Exhibit C to this Agreement (the "Inventory"); and (ii) fill its customer orders outstanding as of the Closing Date and as shown in Exhibit D to this Agreement from those purchase orders as shown in Exhibit C to this Agreement. The License shall be effective for the period commencing from the Closing Date through and including April 30, 1997. In the event Seller has not sold and shipped the Inventory to independent third parties on or before April 30, 1997, Seller agrees to remove or cause to be completely illegible any and all Trademarks from or on the remaining Inventory. Seller agrees that the quality of any and all goods and products Seller may manufacture pursuant to this Section 9.1(a) shall be the same or at least as good as the quality of similar goods and products manufactured by Seller prior and up to the date hereof.
License to Seller. Effective as of the Closing, and subject to the provisions hereof, Purchaser and its Subsidiaries hereby grant, and agree to grant, to Seller and the Seller Subsidiaries a worldwide, irrevocable, non-exclusive, fully paid-up, transferable, sublicensable (subject to Section 5.24(c)) license under the Acquired Intellectual Property, to the extent practiced, used or exploited by, or absent a license thereto or ownership thereof, would be infringed by, the businesses of Seller or the Seller Subsidiaries (other than the Business) as of the Closing Date, to use, reproduce, distribute, disclose, make, improve, display and perform (publicly and otherwise, subject to any applicable confidentiality restrictions), create derivative works of, and otherwise exploit the Excluded Assets in any manner to operate the businesses of Seller and the Seller Subsidiaries (other than the Business) in any field.
License to Seller. Notwithstanding anything in this Agreement to the contrary, Xxxxx acknowledges and agrees that Seller may retain one (1) copy of all or any part of the Purchased Books and Records that it delivers to Buyer hereunder and shall have the right and license to use and reference the same, and shall have the right and license under the Purchased Patents and Purchased Technology to manufacture and supply the PD-L1 Product to the JVC pursuant to that certain Supply Agreement, effective as of September 1, 2016, by and between Seller and the JVC.
