Licensed Subject Matter. VirRx hereby grants to Introgen a worldwide, exclusive license to make, use, sell, offer to sell, import, export and otherwise exploit the Licensed Subject Matter; it being understood that:
Licensed Subject Matter. VirRx represents and warrants to Introgen that: (i) with respect to Licensed Subject Matter existing as of the Effective Date, VirRx is and shall continue to be during the Term of this Agreement, the exclusive owner of the entire right, title, and interest in and to all such Licensed Subject Matter, except as set forth in Sections 4.3 and 13.3; (ii) upon the invention of all other Licensed Subject Matter not described in clause (i) (or upon VirRx's first acquiring rights in such Licensed Subject Matter, if such Licensed Subject Matter is not invented by VirRx, its employees, or others working on VirRx's behalf), VirRx shall be, and shall continue to be throughout the term of this Agreement, the exclusive owner of the entire right, title and interest in all such Licensed Subject Matter, except as set forth in Sections 4.3, 13.3 and/or the written agreement, if any, under which VirRx first acquires rights in such Licensed Subject Matter from a third party; (iii) VirRx has the full right to enter into this Agreement and perform its obligations hereunder; (iv) VirRx has not previously granted and will not grant any rights in the Licensed Subject Matter that are inconsistent with the rights and licenses granted to Introgen herein; (v) to VirRx's knowledge, there are no claims of any third parties that would call into question the rights of VirRx to grant to Introgen the rights and licenses contemplated hereunder; and (vi) except for the Patent Rights, and the Related Materials, as of the Effective Date, VirRx does not own or Control rights to any patent, patent application, invention or other subject matter pertaining to [*] Vectors or claims of which would dominate any practice of the Licensed Subject Matter; (vii) VirRx is not aware of any prior art that is not cited in the Patent Rights existing as of the Effective Date that could render unpatentable any invention within a pending patent application, or render invalid or unenforceable any issued patent, within such Patent Rights, and (viii) VirRx has disclosed to Introgen all information of which VirRx is aware relating to VirRx or the Licensed Subject Matter that, in the reasonable opinion of VirRx as of the Effective Date, would materially impact Introgen's decision to enter into this Agreement and the transactions contemplated hereby.
Licensed Subject Matter. (a) Notwithstanding the provisions of Section 9.1, Introgen may use and disclose Confidential Information comprising the Licensed Subject Matter: (a) to the extent necessary or useful in connection with the exercise of Introgen's rights (including commercialization and/or sublicensing of Licensed Subject Matter), or performance of Introgen's obligations or duties under this Agreement, or to investors, advisors and others on a need-to-know basis under reasonable conditions of confidentiality; and (b) as required by law.
Licensed Subject Matter. For purposes of the Limited Licensed Subject Matter License, “Licensed Subject Matter” means Rivian’s Background IP that is: (i) incorporated into the Top Hat (exclusive of the Skateboard), or (ii) practiced by Rivian, Amazon or the applicable third party integrator, in each case, to integrate a top hat into the Skateboard purchased by Amazon from Rivian as of the last date on which such integration occurred.
Licensed Subject Matter. BORS represents that, (i) BORS has a valid and existing license with the originator of the Licensed Products, and (ii) BORS has obtained the approval of its licensor to enter into this Agreement.
Licensed Subject Matter. P&G agrees to and hereby does grant back to UROMED and its AFFILIATES, subject to the terms and conditions of this AGREEMENT: (a) an exclusive, paid up, worldwide, royalty-free license under PATENTS and PATENT APPLICATIONS, to make, have made, use, and sell UROMED PRODUCTS in the field of PRESCRIPTION USE only; and (b) a non-exclusive, paid-up, worldwide, royalty-free license to know-how, certificates, licenses, letters, and the like for the purpose of making, using and selling UROMED PRODUCTS into the field of PRESCRIPTION USE by UROMED and its AFFILIATES after the CLOSING. In no case do licenses under this AGREEMENT extend to non-PRESCRIPTION USE fields.
Licensed Subject Matter. Athena hereby grants to Procter & Xxxxxx a worldwide license to do the following for the periods and on the terms and conditions set out in this Agreement:
