Licensed IP definition
Examples of Licensed IP in a sentence
As between the Parties, Licensor shall have the sole and exclusive right, but not the obligation, at its own cost and expense, to control enforcement or defense against any Third Party Infringement of the Licensed IP with respect to which such Licensor is granting a license to Licensee hereunder (including by bringing an Action or entering into settlement discussions).
If, in connection with enforcing any Licensed IP against any Third Party Infringement in accordance with Section 4.3(a), Licensor brings (or defends) an Action or enters into settlement discussions with respect thereto, Licensee shall provide reasonable assistance in connection therewith at Licensor’s reasonable request, and Licensee shall be reimbursed by Licensor for its reasonable, actual out-of-pocket costs and expenses incurred in connection therewith.
Notwithstanding anything to the contrary in Section 4.1 or Section 4.2, in the event that any Third Party allegations of invalidity or unenforceability of any Patents included in the Licensed IP licensed to Licensee hereunder arise in an opposition, interference, reissue proceeding, reexamination or other patent office proceeding, this Article IV shall govern the Parties’ rights and obligations with respect thereto.
Subject to the terms and conditions of this Agreement, RemainCo hereby grants to SpinCo an irrevocable, perpetual (subject to Section 7.1), royalty-free, fully paid-up, sublicensable (to the extent permitted in Section 2.3), non-transferable (except as provided in Section 8.2), worldwide, non-exclusive license in, to and under the RemainCo Licensed IP for any and all uses.
Subject to the terms and conditions of this Agreement, SpinCo hereby grants, and SpinCo shall cause its Affiliates to grant, to RemainCo, an irrevocable, perpetual (subject to Section 7.1), royalty-free, fully paid-up, sublicensable (to the extent permitted in Section 2.3), non-transferable (except as provided in Section 8.2), worldwide, non-exclusive license in, to and under the SpinCo Licensed IP for any and all uses.