Further Limitations on Grant Back License Sample Clauses

The "Further Limitations on Grant Back License" clause restricts the scope or terms under which a party must license back intellectual property rights to the other party, typically in the context of improvements or modifications made during a collaboration. This clause may specify limitations such as the field of use, duration, or geographic area for the grant-back license, or exclude certain types of improvements altogether. Its core function is to protect the interests of the party making improvements by preventing overly broad or burdensome licensing obligations, thereby ensuring a fair balance of rights and encouraging innovation.
Further Limitations on Grant Back License. 1. The Grant Back License from Purchaser to Seller and its Subsidiaries is expressly set forth in Section 2.3 above and no other licenses, authorizations or rights are granted or conveyed, whether expressly or by implication or otherwise, all of which are expressly disclaimed. 2. Notwithstanding anything to the contrary, the Grant Back License of Section 2.3: (i) excludes the right to grant sublicenses; (ii) is non-transferable and non-assignable (except in the event of a Change of Control as set forth below)(by operation of law or otherwise); (iii) excludes the right to further place any Encumbrance on the Assigned Patents; (iv) excludes any covenant, license (except for the grants expressly set forth in Section 2.3(a) above), authorization, or other right, express or implied or by estoppel or otherwise, to make, have made, import, use, offer to sell, sell and otherwise dispose of any products other than Seller Products (even if such products are used in combination with Seller Products as described and limited by Section 2.3); (v) does not include the right under any Assigned Patent to manufacture or have manufactured products or Seller Products as a foundry or contract manufacturer for a third party, or to otherwise manufacture, sell, or otherwise distribute products or Seller Products for or on behalf of any third parties, or to otherwise sell, lease or transfer any product without material modification back to the same supplier or customer or an affiliate thereof; and (vi) shall not be deemed or construed to grant, make or constitute any license, covenant, immunity, authorization or right, whether by implication, estoppel, acquiescence, reliance or otherwise, with respect to any activities that Seller undertakes for or on behalf of any third party where the purpose of such third party choosing Seller is obtaining rights under one or more Assigned Patents (i.e., patent laundering). In the event of a Change of Control, S▇▇▇▇▇’s successor-in-interest shall continue to hold the license granted under Section 2.3, but only as it relates to Seller Products in existence as of the time of such Change of Control, as may carry the trademark, service mark or brand name of such successor-in-interest, and to successor versions of such Seller Products designed by or for such successor-in-interest.
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Related to Further Limitations on Grant Back License

  • Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

  • Certain Limitations on Registration Rights In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

  • Limitations on License (a) This license is not assignable or transferable by operation of law or otherwise, except upon the express written consent of the parties, but no assignment shall relieve the parties of their respective obligations as to performances rendered, acts done and obligations incurred prior to the effective date of the assignment. (b) This license authorizes performances by means of “Mechanical Music” only; this license does not authorize live performances. (c) This license is strictly limited to the theater or production venue where each Community Theatre Production is presented, and does not authorize any performances other than those made at the theatre or production venue premises. (d) This license does not authorize the broadcasting, telecasting or transmission by wire, Internet, webcasting, or on-line service, or otherwise of renditions of musical compositions in the ASCAP repertory to persons outside of the theatre premises where each Community Theatre Production shall be presented. (e) This license is limited to non-dramatic performances, and does not authorize any dramatic performances. For purposes of this Agreement, a dramatic performance shall include, but not be limited to, the following: (i) performance of a “dramatico-musical work” in its entirety; (ii) performance of one or more musical compositions from a “dramatico-musical work” accompanied by dialogue, pantomime, dance, stage action, or visual representation of the work from which the music is taken; (iii) performance of one or more musical compositions as part of a story or plot, whether accompanied or unaccompanied by dialogue, pantomime, dance, stage action or visual representation; (iv) performance of a concert version of a “dramatico-musical work”; The term “dramatico-musical work” includes, but is not limited to, a musical comedy, opera, play with music, revue or ballet. (f) ASCAP reserves the right at any time to withdraw from its repertory and from operation of this license, any musical work as to which any suit has been brought or threatened on a claim that such composition infringes a composition not contained in ASCAP’s repertory, or on a claim that ASCAP does not have the right to license the performing rights in such composition. (g) This license does not authorize any performance by means of a coin-operated phonorecord player (jukebox) for which a license is otherwise available from the Jukebox License Office. (h) This license is limited to the United States, its territories and possessions, and Puerto Rico.

  • Limitations on Termination Except as provided in Section 9.1, neither the Seller nor the Certificateholders shall be entitled to revoke or terminate the Issuer.

  • Limitations on Rights of Participants A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.