License Grant to Licensor. To the extent that any Licensee Invention or any Joint Invention relates to the development, promotion, marketing, distribution, manufacturing or sale of the Licensed Product, Licensee hereby grants to Licensor, and Licensor hereby accepts, an exclusive, perpetual, transferable, sublicensable (through multiple tiers), royalty-bearing license under Licensee’s rights in such Licensee Invention or Joint Invention, as applicable, to research, develop, promote, market, distribute, manufacture, have manufactured, sell, offer for sale or import the Licensed Product outside the Territory and/or outside the Field. The foregoing license shall include a right of reference (transferable by Licensor to its Affiliates and sublicensees) to all regulatory filings made by Licensee in the Territory and all data from any clinical trials conducted by Licensee pursuant to this Agreement for the development, manufacture and commercialization of any Licensed Product outside the Territory and/or outside the Field. Licensee shall promptly disclose all Licensee Inventions and Joint Inventions in writing to Licensor. If Licensor desires to use any such Licensee Invention and/or Joint Invention for the development, manufacture and commercialization of the Licensed Products outside the Territory and/or outside the Field, Licensor shall notify Licensee in writing. Following Licensee’s receipt of such notice, the Parties shall negotiate in good faith and on a case-by-case basis the terms and conditions of such license, including commercially reasonable royalty rates; provided that such royalty shall in no event exceed 4% on relevant net sales. If the Parties are unable to agree on the terms and conditions for such license within ninety (90) days of commencemcent of negotiations, the matter shall be resolved in accordance with Section 13.8.
License Grant to Licensor. CableLabs hereby grants to Licensor and its Affiliates a nontransferable, worldwide, nonexclusive, royalty-free license under CableLabs's issued patents, pending patent applications and subsequently filed patent applications which are essential for compliance with the Specifications and a nontransferable, worldwide, nonexclusive, royalty-free sublicense under all patents and copyrights to which CableLabs may have or hereafter acquires the right to sublicense, through other Data Over Cable Service Interface Specifications License Agreements, which are essential for compliance with the Specifications to make, have made, use, offer to sell, sell and import products which conform to the Specifications. CableLabs hereby grants Licensor and its Affiliates a nontransferable, worldwide, nonexclusive, royalty-free license under its copyrights and licensed rights in copyrights in and to the printed documents comprising the Specifications to copy, reproduce and publish such printed documents and to incorporate portions of such printed documents in Licensor's own and its Affiliates' documentation related to compliance with the Specifications.
License Grant to Licensor. (i) Subject to the terms and conditions of this Agreement, Licensee hereby grants to Licensor a perpetual, non-exclusive, cost-free license, with the right to sublicense in multiple tiers (subject to Section 2.9(ii)), to the Licensee Technology (a) to the extent necessary for Licensor perform its obligations under this Agreement; (b) to Exploit the Licensed Product in any country outside the Territory and in the Field and (c) to develop, manufacture, commercialize, exploit or otherwise use, in the Field anywhere in the world, products other than the Licensed Product that (i) are covered by a Valid Claim that is included in a Licensor Patent Right in existence as of the Effective Date in the form such Valid Claim exists as of the Effective Date, (ii) are primarily based on solid nanoparticle technology, and (iii) do not compete with the Licensed Product.
License Grant to Licensor. Subject to the terms and conditions of this Agreement, Novartis hereby grants to Licensor a non-exclusive, worldwide, fully paid-up sublicensable license under the Novartis Background Technology solely for the purpose of performing Licensor’s activities under the Research Plan during the applicable Research Term.
License Grant to Licensor. To the extent that any Licensee Invention or any Joint Invention relates to the development, promotion, marketing, distribution, manufacturing or sale of the Licensed Product, Licensee hereby grants to Licensor, and Licensor hereby accepts, an exclusive, perpetual, transferable, sublicensable (through multiple tiers) license under Licensee’s rights in such Licensee Invention or Joint Invention, as applicable, to research, develop, promote, market, distribute, manufacture, have manufactured, sell, offer for sale or import the Licensed Product outside the Territory and/or outside the Field. The foregoing license shall include a right of reference (transferable by Licensor to its Affiliates and sublicensees) to all regulatory filings made by Licensee in the Territory and all data from any clinical trials conducted by Licensee pursuant to this Agreement for the development, manufacture and commercialization of any Licensed Product outside the Territory and/or outside the Field. Licensee shall promptly disclose all Licensee Inventions and Joint Inventions in writing to Licensor. If Licensor desires to use any such Licensee Invention and/or Joint Invention for the development, manufacture and commercialization of the Licensed Products outside the Territory and/or outside the Field, Licensor shall notify Licensee in writing.
License Grant to Licensor. 20 2.4 No Implied Licenses; Retained Rights ....................................................................... 20 2.5
License Grant to Licensor. Subject to the terms of this Agreement, Licensee hereby grants to Licensor and its Affiliates a non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, worldwide, transferable license, with the right to grant sublicenses through multiple tiers, under the Licensee Collaboration Technology to Develop, perform Medical Affairs with respect to, Manufacture, Commercialize and otherwise Exploit Licensed Products in all fields and indications other than in the Field in Japan during the Term. 2.4
License Grant to Licensor. Subject to the terms of this Agreement, Licensee hereby grants Licensor an exclusive, worldwide, fully paid, royalty-free, sublicensable, perpetual and irrevocable license under Licensee Product IP to research, develop, make, have made, use, sell, offer for sale, have sold, import and otherwise commercialize Therapeutic Viruses outside the Field.
License Grant to Licensor. Licensee will and hereby does, and will cause its Affiliates and its Sublicensees to, effective as of the effective date of termination, grant to Licensor an exclusive, fully paid-up, royalty-bearing (in accordance with Section 9.7.5 (Royalty to Licensee)), worldwide, transferable, perpetual, and irrevocable license and right of reference, with the right to sublicense through multiple tiers, in and to any and all (a) Regulatory Submissions and Regulatory Approvals applicable to any Licensed Compounds or Licensed Products and owned or otherwise Controlled by Licensee or its Affiliates or Sublicensees as of the effective date of termination that are not assigned to [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Licensor pursuant to Section 9.7.3 (Assignment of Regulatory Submissions), and (b) all Patent Rights and Know-How (i) invented, conceived, discovered, created, or otherwise developed by or on behalf of Licensee or any Affiliate or Sublicensee in the performance of activities under this Agreement and that are necessary or useful for the Exploitation of Licensed Compounds or Licensed Products, or (ii) that have been or are being used by Licensee, its Affiliates or Sublicensees to Exploit any Licensed Compound or Licensed Product prior to and as of the effective date of termination; provided that, for purposes of this clause (ii), Licensee shall not be required, prior to the effective date of termination, to maintain licenses to, or preserve any, intellectual property that had been used prior to the effective date of termination but which is no longer being used as of the effective date of termination ((i) and (ii), the “Licensee Grantback Technology”), in each case ((a) and (b)), to Exploit any Licensed Compounds and Licensed Products (which license will be limited to the extent necessary for any Sublicensee that has entered into a direct license agreement with Licensor in accordance with Section 2.2.5 (Continuation of Sublicenses Upon Termination of this Agreement) to exercise its rights under such direct license for so long as such Sublicensee is granted such direct license). Notwithstanding the foregoing, Licensee shall retain sufficient rights under the Licensee Grantback Technology for it and its Affiliates and Sublicensees to carry out its and their post...
License Grant to Licensor. (i) Upon termination of this Agreement, Licensee, on behalf of itself and its Affiliates hereby grants (effective on delivery of the notice of termination) to Licensor [***].
