License of Intellectual Property Rights Sample Clauses

License of Intellectual Property Rights. The Licensor agrees and will cause its subsidiaries to agree to grant a license to the Licensee in accordance with the provisions of this Agreement, the Licensee agrees to accept from the Licensor and its subsidiaries the license to all the Intellectual Property Rights in the possession of the Licensor and its subsidiaries, including but not limited to the Intellectual Property Rights as shown in the Exhibit (which may be updated from time to time) in part and in full (the “Intellectual Property Rights”), or the right to use the Intellectual Property Rights to carry out business activities.
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License of Intellectual Property Rights. At one minute after the Effective Time, and, for the avoidance of doubt, prior to the transactions set forth in Sections 2.9(a)(ii)(C) and 2.9(c)(ii), pursuant to and subject to the terms and conditions of this Agreement, in consideration of the payment of the Applicable Portion of the Adenyo Cash Consideration and the Applicable Portion of the Adenyo US Cash Consideration, delivery of the Applicable Portion of the Escrow Amount to the Escrow Agent (on behalf of Adenyo and Adenyo US), the right to receive the Applicable Portion of any Additional Initial Consideration, and the right to receive the Applicable Portion of the Earn-out Amount, each of Amalco and Adenyo US shall execute and deliver a fully paid up, perpetual, royalty free, irrevocable license, in the form attached to this Agreement as Exhibit E, granting Cayman Buyer the right to use all Intellectual Property included in the Purchased Assets worldwide except in the United States or Canada;
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License of Intellectual Property Rights. (i) HTI hereby grants to MBUSA and its Affiliates a limited, non-exclusive, non-transferable (except in conjunction with a permitted assignment of this Agreement), non-sublicensable (except in connection with a permitted sub-contract of performance obligations under this Agreement), irrevocable (subject to the last sentence of this Section 14(d)(i)) royalty-free license in and to (i) the patent rights inherent in HTI’s Separate Intellectual Property and Fruit of the Agreement Intellectual Property to sell, lease and provide maintenance and repair service to Enabled Vehicles and LCT Enabled Vehicles and use the HTI Telematics Communicators in the production of Enabled Vehicles or the provision of maintenance and repair services to Enabled Vehicles or LCT Enabled Vehicles, and (ii) the copyrights included in HTI’s Separate Intellectual Property and Fruit of the Agreement Intellectual Property (other than with respect to software code) within the Territory to reproduce, modify, make derivatives work of, distribute, publish, in each case, such copyrighted works solely for the purpose of performing its obligations and exercising its express rights under this Agreement. ***. For the avoidance of doubt, the license granted to MBUSA and its Affiliates pursuant to this Section 14(d)(i) shall not constitute an express right for MBUSA or any of its Affiliates to, or otherwise authorize MBUSA or its Affiliates to, utilize HTI’s Separate Intellectual Property or HTI’s Fruit of the Agreement Intellectual Property to ***. Notwithstanding anything in the foregoing to the contrary, HTI shall have the right to terminate the license granted pursuant to this Section 14(d)(i) in the event that MBUSA or any of its Affiliates materially breaches the scope of such license and fails to cure such material breach within ***.
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License of Intellectual Property Rights. (a) Subject to Distributor’s strict compliance with the terms of the Distribution Agreement, Winalite hereby grants to Distributor an exclusive and non-transferable (except to the extent permitted by the right of sub-license set forth in Section 3) license during the Term of this Agreement to market, sell and distribute the Products in the Territory under the patents, trademarks, trade names, marks, logos and brands, copyrights and applications therefor, and other intellectual property applicable to the Products set forth on Exhibit B, along with the Winalite Brand (collectively, the “Intellectual Property”).
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License of Intellectual Property Rights. 5.1 Subject to the terms and conditions of this Agreement, effective as of the Patent Assignment Registration Date, the Purchaser agrees to grant to each of the Sellers a royalty-free, non-exclusive, non-transferrable (except as set forth in Article ‎5.2), non-sublicensable (except as set forth in Article ‎5.3), perpetual, irrevocable and worldwide license under the Purchased Patents to develop, copy, modify, distribute (through multiple tiers of distribution to customers and End Users), publicly display, publicly perform, make derivative works of, make, have made, use, offer for sale, sell, have sold, export, import and otherwise exploit products and services or portions thereof and otherwise exploit all rights under the Purchased Patents in connection with their respective businesses relevant to the Purchased Patents.
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License of Intellectual Property Rights. 4.01 Lucent hereby grants to Purchaser a personal, nonexclusive, non-transferable (except as is otherwise set forth in Section 8.09), worldwide, and fully paid-up license, under Intellectual Property Rights owned by Lucent as of the Effective Date and in which Lucent has a right license, to manufacture, use and reproduce the Licensed Technology and Licensed Software, and to create Derivative Works thereof which are based upon the Licensed Technology and/or Licensed Software, for use of the Products of the Business within the Scope of the Business.
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License of Intellectual Property Rights. NEC retains its Intellectual Property Rights, which were or may be developed, acquired or created by it independently of this Agreement or were existing prior to the Effective Date (“NEC Background IPR”). Nothing herein shall be construed as a transfer, license or assignment by NEC to AVIAT with respect to NEC Background IPR. Any and all Intellectual Property Rights resulting from or acquired through the Work set forth in each applicable SOW (“NEC Foreground IPR”) shall vest solely with NEC. Subject to AVIAT’s performance of its obligations under this Agreement (including without limitation, the payment of the Service Fee), NEC hereby grants a royalty-free, worldwide (excluding Japan), fully paid-up, exclusive (except for any patents and patent applications) , non-sublicensable and non-transferable right and licence to AVIAT with respect to NEC Foreground IPR subject to the same scope set forth in Section 3.1 of the IPLA and on the same terms and conditions as set forth in the IPLA.
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License of Intellectual Property Rights 
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Related to License of Intellectual Property Rights

  • License of Intellectual Property Each Party (a “Licensor”) grants the other Party (a “Licensee”) the non-exclusive, royalty-free, paid-up, worldwide, irrevocable, right, during the term of this Agreement, to use the Licensor’s Intellectual Property solely for the purposes of this Agreement and to carry out the Party’s functions consistent with its responsibilities and authority as set forth in the enable legislation and regulations. Such licenses shall not give the Licensee any ownership interest in or rights to the Intellectual Property of the Licensor. Each Licensee agrees to abide by all third-party license and confidentiality restrictions or obligations applicable to the Licensor’s Intellectual Property of which the Licensor has notified the Licensee in writing.

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.

  • Ownership of Intellectual Property Rights 1. 3. 1. Your only right to use the Software is by virtue of this License and you acknowledge that all intellectual property rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of Traction Software Limited or its licensors.

  • Enforcement of Intellectual Property Rights I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

  • Third Party Intellectual Property Rights You acknowledge that, in respect of any Third Party Intellectual Property Rights in the Services, Your use of any such Intellectual Property Rights is conditional on Us obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You. We shall provide the Third Party Applications or Third Party Services under the standard licence terms provided by the relevant third parties (the Third Party End User Licence(s), copies of which shall be provided to You), and You agree to be bound to the relevant third parties by such licence terms. You shall comply with the Third-Party End User Licences and shall indemnify and hold Us harmless against any loss of damage which We may suffer or incur as a result of Your breach of such terms howsoever arising.

  • Use of Intellectual Property The Adviser grants to the Sub-Adviser a sublicense to use the trademarks, service marks, logos, names, or any other proprietary designations of the Adviser (“AdvisorShares Marks”) on a non-exclusive basis. The Sub-Adviser will acquire no rights in the AdvisorShares Marks, and all goodwill of the AdvisorShares Marks shall inure to and remain with the Adviser. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund(s), the Adviser or any of their respective affiliates or use AdvisorShares Marks in offering, marketing or other promotional materials without the prior express written consent of the Adviser, which approval will not be unreasonably withheld or delayed, except as required by rule, regulation or upon the request of a governmental authority. Notwithstanding the forgoing, the Sub-Adviser and its affiliates may, without obtaining the Adviser’s prior approval, refer directly or indirectly to its relationship with the Trust, the Fund(s), the Adviser or any of their respective affiliates and use AdvisorShares Marks in offering, marketing or other promotional materials provided that such materials were previously approved by the Adviser and remain in substantially the same form.

  • Protection of Intellectual Property Rights (a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

  • Registration of Intellectual Property Rights (a) Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.

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