Grants of Licenses Clause Examples

Grants of Licenses. (a) Subject to the terms and conditions of this Agreement (including Section 4.05(z)), Tetraphase hereby grants to Licensee an exclusive (including with regard to Tetraphase and its Affiliates), royalty-bearing, non-sublicensable (except in accordance with Section 2.02 (Rights to Sublicense or Subcontract)), non-transferrable (except in accordance with Section 16.01 (Assignment)) license under the Tetraphase Technology and Tetraphase’s interest in the Joint Technology to Develop and Commercialize Licensed Products in the Field in the Territory. (b) Subject to the terms and conditions of this Agreement, to the extent permitted by applicable Law, Tetraphase hereby grants to Licensee an exclusive (including with regard to Tetraphase and its Affiliates), non-sublicensable (except in accordance with Section 2.02 (Rights to Sublicense or Subcontract)), non-transferrable (except in accordance with Section 16.01 (Assignment)) right of reference under the Tetraphase Regulatory Documents to Develop and Commercialize Licensed Products in the Field in the Territory. (c) Subject to the terms and conditions of this Agreement, Licensee hereby grants to Tetraphase, (i) an exclusive (including with regard to Licensee and its Affiliates), royalty-free (subject to clause (ii)), fully-paid (subject to clause (ii)), freely transferrable, freely sublicensable, perpetual, irrevocable license under Licensee Technology and Licensee’s interest in Joint Technology to Research, Develop, Manufacture and Commercialize the Licensed Compound, Eravacycline Materials and Eravacycline Products outside the Territory, and (ii) from and after any early termination of this Agreement (in one or more Jurisdictions or in its entirety), an exclusive (including with regard to Licensee and its Affiliates), freely transferrable, freely sublicensable, perpetual, irrevocable license under Licensee Technology and Licensee’s interest in Joint Technology to Research, Develop, Manufacture and Commercialize the Licensed Compound, Eravacycline Materials and Eravacycline Products (other than any Licensed Product and Jurisdiction with respect to which Licensee retains a perpetual license pursuant to Section 8.04(b)) in the Terminated Territory; provided that (A) if this Agreement is terminated by Licensee pursuant to Section 14.03 (Termination for Breach), Tetraphase shall pay Licensee a royalty of [**] percent ([**]%) of Net Sales of Licensed Products in the Terminated Territory, mutatis mutandis, with the pro...

Grants of Licenses. Subject to the terms of this Agreement, including payment of any fees set out herein or otherwise required for delivery, Licensor hereby grants Licensee a non-exclusive, non-transferable and time and use limited license to use the Z-Wave Developer’s Kit and the Z-Wave Technology solely as set forth in Schedule 1 hereto. The license shall be valid only for the development of up to five hundred (500) prototype units, which units shall not be sold, offered for sale, distributed in any way or otherwise provided to anyone other than employees of Licensee, whether for profit or otherwise.

Grants of Licenses. 1.01 Grant (a) (i) LUCENT GRL grants to WS under LUCENT GRL's PATENTS personal, nonexclusive and non-transferable licenses for: (1) PLANAR LIGHTWAVE CHIPS; (2) CASCADED FUSED FIBER COUPLERS; and (3) MACH XXXXXXX INTERFEROMETERS.

Grants of Licenses. Upon Adopter’s execution of this Agreement, the license is granted by Adopter and its Affiliates to all Fellow Adopters (including Intel), and the grants of all Fellow Adopters shall extend to Adopter and its Affiliates. In each case, the party (Intel, Adopter, or Fellow Adopter) and its Affiliates granting the covenant are collectively referred to as the "Licensor." Upon publication of the text of the Published Specification, Licensor grants to each Fellow Adopter and its Affiliates a nonexclusive, royalty-free, nontransferable, nonsublicenseable (except as part of transfer of an end user product), worldwide license under its Necessary Claims to make, have made, use, import, offer to sell and sell and otherwise distribute the interface portions of products, whether hardware, software, or some combination of hardware and software, which implement and comply with the Published Specification so long as the interface portion of the licensee’s product is fully compliant with such Published Specification; and provided that such license shall not extend to features of a product which are not required to fully comply with the Published Specification. Such license does not extend to Draft Specifications. Draft Specifications are provided for informational purposes only and are subject to change without notice. Adopters should not make design decisions based on Draft Specifications. Adopter acknowledges and agrees that any design decisions that Adopter makes based on Specifications are at Adopter’s own risk and expense. • Acceptance of Licenses. Adopter hereby accepts the licenses granted by the Fellow Adopters. • Withdrawal. Adopter may withdraw at any time by providing written notice to Intel. The effect of such withdrawal is that all licenses granted by a withdrawing Adopter, with respect to a Published Specification published more than sixty (60) days prior to the date of withdrawal, shall continue in full force and shall extend to entities who become Adopters and their Affiliates as provided in the license even after such withdrawal. However, all future rights and benefits shall terminate as of the effective date of the notice to withdraw. Further, the licenses granted to such Adopters shall continue to apply with respect to the Published Specification and any subsequent versions published more than sixty (60) days prior to the date of withdrawal. No license shall be deemed granted or received by such Adopter as to a version of the Published Specification publ...

Grants of Licenses. (a) PCH, on behalf of itself and its affiliates (other than the Anagram Companies), hereby grants to each Anagram Company a worldwide, non-exclusive, royalty-free, sublicensable (with PCH’s prior written consent, not to be unreasonably withheld), transferrable (in accordance with Section 14(e)), perpetual and irrevocable license to make, have made, copy, display, distribute, create derivate works of, modify, use, publish, reproduce, sell, offer to sell and otherwise exploit the PCH Licensed IP during the Term. The Anagram Companies shall ensure that each of its sublicensees complies with all applicable terms and conditions hereof and shall be directly liable hereunder in the event of any breach or non-compliance by any such sublicensees. (b) Anagram, on behalf of itself and the Anagram Companies, hereby grants to PCH and its affiliates (other than the Anagram Companies) a worldwide, non-exclusive, royalty-free, sublicensable (with Anagram’s prior written consent, not to be unreasonably withheld), transferrable (in accordance with Section 14(e)), perpetual and irrevocable license to make, have made, copy, display, distribute, create derivate works of, modify, use, publish, reproduce, sell, offer to sell and otherwise exploit the Anagram Licensed IP during the Term. PCH and its affiliates (other than the Anagram Companies) shall ensure that each of their sublicensees complies with all applicable terms and conditions hereof and shall be directly liable hereunder in the event of any breach or non-compliance by any such sublicensees. (c) All rights and licenses granted under this Agreement are, and shall otherwise be deemed to be, licenses of rights to “intellectual property” as such term is used in and interpreted under section 365(n) of title 11 of the United States Code (the “Bankruptcy Code”). Each Party, as licensee, may elect to retain and may fully exercise all of its respective rights and elections under the Bankruptcy Code and applicable law.

Grants of Licenses. 2.01 CIBA hereby grants to B&L a royalty bearing, irrevocable, worldwide, non-exclusive license, with no right to sublicense, under the CIBA Patent Rights to make, have made, import, use, sell, and offer to sell B&L’s Licensed Products. 2.02 B&L hereby grants to CIBA a royalty-free, worldwide, irrevocable, non-exclusive license, with no right to sublicense, under the B&L Patent Rights to make, have made, import, use, sell, and offer to sell CIBA’s Licensed Products.

Grants of Licenses. 2.1 IR hereby grants to Purchaser a non-exclusive, non-transferable (subject to Section 8.5 hereof), perpetual, irrevocable, world-wide, fully paid-up, royalty-free license, non-sublicensable, except for the right to sublicense to its Affiliates, to use the Licensed IP Rights to design, develop, prepare derivative works of, make, have made, import, use, market, offer for sale, sell, distribute, import and service Licensed Products. 2.2 IR shall not assert or commence legal action against Purchaser, or against any Affiliate of Purchaser or against the vendees of any of them, for any claim of infringement, misappropriation or misuse of any Technology owned by IR on the Effective Date, where such claim is based upon the design, development, manufacture, use, distribution, importation, offer for sale or sale by Purchaser, or its Affiliates or vendees, of Licensed Products as they exist on the Effective Date, and all subsequent versions thereof that do not include any additional or different form or functionality, other than Current R&D. For purposes of this Section 2.2 only, Technology means any patents, documented information and data, know-how, copyrights, mask works, proprietary software, technical information, and trade secrets, any rights maturing from any patent, copyright, or mask works applications existing on the Effective Date, but excluding trademarks, service marks, logos or the like, used by IR in the PCS Business on the Effective Date. For purposes of this Section 2.2 only, Current R&D means all intellectual property owned by IR which IR intended to use in the PCS Business pursuant to research and development activity that is currently in process and for which the PCS Business has already expended development efforts and costs.

Grants of Licenses. 2.1 Subject to the terms and conditions of this AGREEMENT, CBA hereby grants to OSIRIS an exclusive license, subject to any RETAINED RIGHTS under the PATENT RIGHTS and under TECHNOLOGY to make, have made, use and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the LICENSED TERRITORY. 2.2 OSIRIS may sublicense others under this AGREEMENT provided that it gives prior notice of the fundamental elements of any sub-license which it may wish to enter into to CBA and CBA does not raise substantial objections to such proposed sub-license within 60 days of the date of such notice and shall provide a copy of each sublicense agreement to CBA after it is executed. 2.3 OSIRIS shall have the right to extend its license rights granted under Paragraph 2.1 above to its AFFILIATES; however, such AFFILIATES must agree in writing to be bound by the terms of this AGREEMENT with a copy of such agreement furnished to CBA after it is executed.

Grants of Licenses. Licensor hereby grants to Licensee, and Licensee hereby accepts, the Licenses set forth on EXHIBIT 3 to this Agreement.