Grant of Licenses. 2.1 Subject to the terms and conditions of this Agreement, AccuMed hereby grants to Ventana and its Subsidiaries a perpetual, irrevocable, worldwide, royalty-free (except as otherwise provided to be royalty-bearing hereunder) license under AccuMed Patent Rights and AccuMed Technical Information to use, make, have made, import, offer to sell and sell Products and to practice any process or method involved in the manufacture or use of Products. The foregoing license shall be (i) exclusive in the Field (even as against AccuMed except as provided in Section 2.4 below) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheld. 2.2 Subject to the terms and conditions of this Agreement, AccuMed hereby grants to Ventana and its Subsidiaries a sublicensable, perpetual, irrevocable, worldwide, royalty-free (except as otherwise provided to be royalty-bearing hereunder) license under AccuMed Intellectual Property Rights to use, reproduce, distribute (directly or indirectly through one or more levels of distribution), modify, adapt, and create derivative works of the AccuMed Software (including any modifications and derivative works thereof made by Ventana) and to otherwise utilize the AccuMed Software in the manufacture, sale, or design of Products; provided that the AccuMed Software and modifications and derivative works thereof may be distributed only in source and object code form integrated into or bundled with Products or as updates of the AccuMed Software provided to end-user customers of Products. The foregoing license shall be (i) exclusive in the Field (even as against AccuMed) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheld. 2.2.1 With respect only to Source Code owned by AccuMed, the foregoing license shall be limited to the maintenance, support, and continued development of the Software Products and any other software related to or useful with the Imaging System.
Appears in 1 contract
Sources: License and Development Agreement (Accumed International Inc)
Grant of Licenses. 2.1 Subject to the terms and conditions of this Agreement, AccuMed GRANT OF LICENSES - DOW hereby grants to Ventana NEORX, and NEORX hereby accepts:
(a) an EXCLUSIVE license to use the TECHNOLOGY to make, have made, use, sell, have sold, offer to sell, export and import AGENT and PRODUCT in the TERRITORY in NEORX's FIELD;
(b) an EXCLUSIVE license under the PATENTS to make, have made, use, sell, have sold, offer to sell, export and import AGENT and PRODUCT in the TERRITORY in NEORX's FIELD; -------------- * Omitted confidential material filed separately with the Commission pursuant to an application for confidential treatment.
(c) a NON-EXCLUSIVE license to use the PROCESS to make or have made, in the TERRITORY, [*] to make AGENT and PRODUCT for use in NEORX's FIELD in the TERRITORY; and
(d) a NON-EXCLUSIVE license under the PROCESS PATENTS to make or have made, in the TERRITORY, [*] or AGENT to make AGENT and PRODUCT for use in NEORX's FIELD in the TERRITORY; These licenses under (a) and (b) above shall be fully exclusive, to the exclusion of DOW and its Subsidiaries AFFILIATES, but subject to Article 2.3, and only so long as this LICENSE is in effect. This grant shall also include ADDITIONAL AGENT to make the corresponding PRODUCT, providing [*].
2.2 SUBLICENSING - Subject to Articles 2.4 and 2.5, the licenses granted under Article 2.1 to NEORX include the right to sublicense THIRD PARTIES and NEORX's AFFILIATES. NEORX will make and will be responsible for all payments to DOW as a perpetualresult of sublicensee and AFFILIATE sales of PRODUCT in the TERRITORY. NEORX will also be responsible for the observance by all sublicensees of all applicable provisions of this LICENSE, irrevocableand will [*] cause all sublicensees to observe the covenants in this LICENSE [I.E., worldwideregarding confidentiality, royaltymaintenance of records and reporting of NET SALES and royalty payments, exchanges of information, governmental regulations (E.G., export licenses and NRC or DOE issues) and adverse reaction information]. All such sublicenses shall be in writing.
2.3 RESERVATIONS - DOW reserves the following rights.
2.3.1 DOW reserves the right to make, have made, export and use [*], AGENT or PRODUCT in NEORX's FIELD in the TERRITORY for the purposes of:
(i) process research;
(ii) basic research and development; -------------- * Omitted confidential material filed separately with the Commission pursuant to an application for confidential treatment.
(iii) supply to NEORX under such supply agreements as may be agreed upon in writing between the Parties;
(iv) supply [*] in Australia; as needed to continue support of clinical trials referred to in Articles 3 and 4; support NEORX under separate service agreements as may be agreed upon in writing between the Parties; and
(v) publication of results obtained prior to the EFFECTIVE DATE.
2.3.2 DOW reserves the right, solely at it option and expense, to do research or development on GENERIC PRODUCT, AGENT, PRODUCT and PROCESS for non-free (except as otherwise provided commercial purposes in NEORX's FIELD in the TERRITORY and for commercial purposes in NEORX's FIELD outside the TERRITORY.
2.3.3 Subject to be royalty-bearing hereunder) license under AccuMed Patent Rights Articles 11.4 and AccuMed Technical Information 11.5, DOW reserves the right for DOW to useproceed, solely at its option and expense, to research, develop, make, have made, use, sell, export, import, offer to sell have sold and sell Products and to practice any process or method involved license in the manufacture or use of Products. The foregoing license shall be TERRITORY OUTSIDE NEORX's FIELD:
(i) exclusive in the Field (even as against AccuMed except as provided in Section 2.4 below) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field[*]; and and
(ii) sublicensable complexes of [*] with AccuMed's written approvalany metal, which shall not be unreasonably withheldexcluding HOLUMIUM; and
(iii) complexes of other ligands with [*].
2.2 Subject to the 2.4 SUPPLY OF [*] - FOR PRODUCT FOR NEORX - DOW and NEORX may enter into a separate commercial supply agreement under which DOW will supply NEORX's requirements of [*] on mutually agreed terms and conditions of this Agreement, AccuMed hereby grants to Ventana and its Subsidiaries a sublicensable, perpetual, irrevocable, worldwide, royalty-free (except as otherwise provided to be royalty-bearing hereunder) license under AccuMed Intellectual Property Rights to use, reproduce, distribute (directly or indirectly through one or more levels of distribution), modify, adapt, and create derivative works of the AccuMed Software (including any modifications and derivative works thereof made by Ventana) and to otherwise utilize the AccuMed Software in the manufacture, sale, or design of Products; provided that the AccuMed Software and modifications and derivative works thereof may be distributed only in source and object code form integrated into or bundled with Products or as updates of the AccuMed Software provided to end-user customers of Productsconditions. The foregoing license shall be (i) exclusive in the Field (even as against AccuMed) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheld.
2.2.1 With respect only to Source Code owned by AccuMed, the foregoing license shall be limited to the maintenance, support, and continued development of the Software Products and any other software related to or useful with the Imaging System.This Article
Appears in 1 contract
Sources: License Agreement (Neorx Corp)
Grant of Licenses. Section 2.1 Licensors hereby grant, and shall cause each of their Subsidiaries to grant, to ▇▇▇▇▇▇ and ▇▇▇▇▇▇ hereby accepts, a perpetual, irrevocable, fully paid-up, royalty-free right and license to practice and otherwise use the Licensed Scope IP within the ▇▇▇▇▇▇ Business, including:
(a) for making, having made, using, selling, selling for use, offering for sale, importing and exporting ▇▇▇▇▇▇ Products (as well as by-products, off-grade ▇▇▇▇▇▇ Products and intermediate products made as a result of ordinary production of ▇▇▇▇▇▇ Products);
(b) for providing facilities and equipment for the purposes described in Section 2.1(a); and
(c) for reproducing, distributing, performing, displaying, adapting and modifying works that are protected by Licensed Copyrights, and creating derivative works thereof, including for the purposes described in Section 2.1(a) and Section 2.1(b). The license granted by Licensors and their Subsidiaries under this Section 2.1 is worldwide, and is subject to the exclusive licenses that Dow has granted under the Licensed Scope IP for any territories prior to the Effective Date. ▇▇▇▇▇▇ may grant sublicenses to its Affiliates (and such Affiliates shall have the right to grant further sublicenses) and any Third Parties under the license granted in this Section 2.1. For the avoidance of doubt, this Agreement does not ▇▇▇▇▇ ▇▇▇▇▇▇ any right or license with respect to Excluded IP.
Section 2.2 Licensors hereby grant, and shall cause each of their Subsidiaries to grant, to ▇▇▇▇▇▇, and ▇▇▇▇▇▇ hereby accepts, a perpetual, irrevocable, fully paid-up, royalty-free, sublicensable right and license to practice and otherwise use the Licensed End Use IP in connection with the ▇▇▇▇▇▇ Business, subject to the limitations set out below in subsections (a) through (c). The license granted hereunder is worldwide, includes the right to have made and is subject to the exclusive licenses that Dow has granted under the Licensed End Use IP for any territories prior to the Effective Date.
(a) ▇▇▇▇▇▇ may sublicense the Licensed End Use IP to any Third Parties only for use in connection with ▇▇▇▇▇▇ Products that were acquired directly or indirectly from the ▇▇▇▇▇▇ Group or a sublicensee of the ▇▇▇▇▇▇ Group;
(b) ▇▇▇▇▇▇ may ▇▇▇▇▇ its Affiliates a right to grant further sublicenses under Licensed End Use IP; and
(c) For the avoidance of doubt, ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Group have no right or license to use, disclose or sublicense Non-Licensed End Use IP.
Section 2.3 The licenses granted by Licensors and their Subsidiaries to ▇▇▇▇▇▇ under Section 2.1 and Section 2.2 shall be exclusive (i) within the ▇▇▇▇▇▇ Business for Licensed Patents that are primarily used in the ▇▇▇▇▇▇ Business (including, for the sake of clarity, for ▇▇▇▇▇▇ End Uses), and (ii) with respect to Licensed Patents that have the Dow case numbers [****] ([****] and patents with common priority (including foreign counterparts thereto)) and [****] ([****] and patents with common priority (including foreign counterparts thereto)), for the production of foams (other than Dow Products or Dow Exclusive Products) that have a density of at least [****] from ▇▇▇▇▇▇ Products; except that, with respect to each of the foregoing subsections (i) and (ii):
(a) this Section 2.3 shall be subject to the rights that Licensors or their Affiliates have granted to Third Parties under the Licensed IP prior to the Effective Date; and
(b) Licensors retain a perpetual, irrevocable, fully paid-up, royalty-free, non-exclusive right under the Licensed IP solely for Licensors and their Affiliates to use Licensed Patents to the same extent that Licensors have the right to use Assigned IP pursuant to Section 2.5.
Section 2.4 Licensors hereby grant, and shall cause each of their Subsidiaries to grant, to ▇▇▇▇▇▇, and ▇▇▇▇▇▇ hereby accepts, a non-exclusive, perpetual, irrevocable, fully paid-up, royalty-free, sublicensable, worldwide right and license to practice and otherwise use any Licensed Scope IP other than the Licensed Patents, in connection with products other than ▇▇▇▇▇▇ Products, provided that such use does not infringe any patent rights Owned or Controlled by Licensors or their Affiliates. ▇▇▇▇▇▇ may ▇▇▇▇▇ sublicenses to its Affiliates under the license granted in this Section 2.4, and this license includes the right to have made.
Section 2.5 Subject to the pre-existing rights and licenses granted to other Persons to practice and otherwise use any Assigned IP, ▇▇▇▇▇▇ hereby grants to Licensors a non-exclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide right and license to practice and otherwise use the Assigned IP (other than Trademarks) as set forth in this Section 2.5. Subject to Section 2.3(b), this Section 2.5 further sets out the scope of Licensors’ retained right under Section 2.3(b).
(a) Licensors and their Affiliates may practice and otherwise use Assigned IP but only to the extent outside the ▇▇▇▇▇▇ Business and outside the ▇▇▇▇▇▇ End Uses.
(b) Licensors and their Affiliates may practice and otherwise use Assigned IP in connection with the research, development, manufacture, distribution, marketing or sale of styrene acrylate latexes sold by Dow but only to the extent outside the following markets: (i) coated paper, (ii) coated paperboard, (iii) carpet, and (iv) performance latexes.
(c) Licensors and their Affiliates may practice and otherwise use Assigned IP to make and use ▇▇▇▇▇▇ Products for their Internal Consumption solely for use in manufacturing products that are End Use products sold by Dow outside the ▇▇▇▇▇▇ End Uses, but, for the sake of clarity, only to the extent such products are not ▇▇▇▇▇▇ Products. For the avoidance of doubt, Licensors and their Affiliates may also practice and otherwise use Assigned IP for the limited purpose of making, using and selling ▇▇▇▇▇▇ Products, and operating and maintaining facilities, for the benefit of ▇▇▇▇▇▇, but only as expressly permitted in the Transaction Documents and as may be otherwise required for Licensors and its Affiliates to perform its obligations under the Transaction Documents.
(d) Licensors may grant sublicenses (i) to their Affiliates under the license granted to Licensors pursuant to Section 2.5(a) and Section 2.5(b), (ii) to Third Parties under the license granted to Licensors pursuant to Section 2.5(a) and Section 2.5(b) but only with respect to know-how and such sublicense right shall not include the right to sublicense any patents or patent rights, and (iii) to their Affiliates under the license granted to Licensors pursuant to Section 2.5(c) (but, for the sake of clarity, not for use or sale in connection with Third Party products and services) and for the limited purposes set forth in Section 2.5(c); provided that, in each such sublicense, Licensors expressly limit such sublicense grant to use in connection with the manufacture of Dow Products for Dow, or for the limited purposes set forth in Section 2.5(c).
(e) If any product first commercially sold by Licensors (or any sublicensees permitted pursuant to Section 2.5(d)) after the Effective Date falls within the scope of a valid and unexpired patent within the Assigned IP, the product shall be subject to a reasonable non-discriminatory royalty to be agreed upon by the Parties. If the Parties cannot agree on the amount of such a royalty, the amount shall be determined in accordance with the Service Management Model. Notwithstanding the foregoing, this Section 2.5 shall not apply to any asset described in Internal Revenue Code section 197(d)(1)(A) or (B) (goodwill or going concern value).
Section 2.6 Licensors hereby grant, and shall cause each of their Subsidiaries to grant, to ▇▇▇▇▇▇ and its Affiliates, and ▇▇▇▇▇▇ hereby accepts on behalf of itself and its Affiliates, an irrevocable, fully paid-up, royalty-free non-exclusive right and license to practice and otherwise use any Intellectual Property owned or controlled by Licensors or their Subsidiaries solely for the limited purpose, and to the extent necessary, for ▇▇▇▇▇▇ or any of its Affiliates to perform its or any of their obligations under any Transferred Contract (including any Transferred IP Agreement) or Partially Transferred Contract (as each such term is defined in the SPA) or any Transaction Document.
Section 2.7 Notwithstanding anything in this ARTICLE 2, no rights are granted hereunder to ▇▇▇▇▇▇ for the use of the “DOW”, “DOW CHEMICAL”, “THE DOW CHEMICAL COMPANY” and “ROHM AND ▇▇▇▇” names, together with all variations and acronyms thereof and all trademarks, service marks, Internet domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing, including the Dow Diamond logo (i.e., ).
Section 2.8 The Parties acknowledge and agree that the licenses granted herein to ▇▇▇▇▇▇ do not extend to or grant rights under any other Intellectual Property that is licensed to ▇▇▇▇▇▇ or its Affiliates (as the case may be) pursuant to any of the other Transaction Documents, including any MODTM 5 software and any operating systems and tools, and ▇▇▇▇▇▇’▇ or its Affiliates’ rights and obligations with respect to such Intellectual Property are dictated solely by the terms and conditions of this Agreement, AccuMed hereby grants to Ventana and its Subsidiaries a perpetual, irrevocable, worldwide, royalty-free (except as otherwise provided to be royalty-bearing hereunder) license the documents under AccuMed Patent Rights and AccuMed Technical Information to use, make, have made, import, offer to sell and sell Products and to practice any process or method involved in the manufacture or use of Products. The foregoing license shall be (i) exclusive in the Field (even as against AccuMed except as provided in Section 2.4 below) and non-exclusive outside the Field, provided that which such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheld.
2.2 Subject to the terms and conditions of this Agreement, AccuMed hereby grants to Ventana and its Subsidiaries a sublicensable, perpetual, irrevocable, worldwide, royalty-free (except as otherwise provided to be royalty-bearing hereunder) license under AccuMed Intellectual Property Rights to use, reproduce, distribute (directly or indirectly through one or more levels of distribution), modify, adapt, and create derivative works of the AccuMed Software (including any modifications and derivative works thereof made by Ventana) and to otherwise utilize the AccuMed Software in the manufacture, sale, or design of Products; provided that the AccuMed Software and modifications and derivative works thereof may be distributed only in source and object code form integrated into or bundled with Products or as updates of the AccuMed Software provided to end-user customers of Products. The foregoing license shall be (i) exclusive in the Field (even as against AccuMed) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheldis specifically licensed.
2.2.1 With respect only to Source Code owned by AccuMed, the foregoing license shall be limited to the maintenance, support, and continued development of the Software Products and any other software related to or useful with the Imaging System.
Appears in 1 contract
Grant of Licenses. 2.1 Subject SHIONOGI hereby grants to ZENECA, during the term of this Agreement, an exclusive license to manufacture, have manufactured, use, have used, distribute, have distributed, sell and have sold to SUBLICENSEES the COMPOUNDS and to develop, have developed, manufacture, have manufactured, use, have used, distribute, have distributed, market, have marketed, sell and have sold the LICENSED PRODUCTS in the TERRITORY under the PATENTS and KNOW-HOW. It is the intention of both PARTIES that the COMPOUND to be principally developed and commercialized by ZENECA is S-4522. The PARTIES understand that the provisions of this Agreement are made based upon such intention. In the event that ZENECA intends to develop the COMPOUND(S) other than ▇-▇▇▇▇, ▇▇▇▇▇▇ shall so inform SHIONOGI in writing and the PARTIES shall negotiate in good faith necessary modifications of the provisions of this Agreement including but not limited to the modifications of the provisions of Article 3.1, the DEVELOPMENT SCHEDULE stipulated in Article 3.3, the minimum royalties stipulated in Article 4.5, and the representation and warranty of SHIONOGI provided in Article 9.5.
2.2 ZENECA shall have the right to grant sublicenses, under the licenses granted in Article 2.1, to its AFFILIATES and to any other parties in the TERRITORY. ZENECA hereby guarantees that all of its SUBLICENSEES will comply with all terms and conditions of this Agreement as if such SUBLICENCEES were a party to this Agreement, AccuMed hereby . ZENECA shall promptly inform SHIONOGI in writing of the name of any party to which ZENECA grants a sublicense pursuant to Ventana Article 2.2.
2.3 ZENECA and its Subsidiaries AFFILIATES shall have the right to appoint distributors and/or sales agents in the TERRITORY for the sale of LICENSED PRODUCTS. For the purpose of this Article 2.3, “distributors” shall include all parties appointed by ZENECA or its AFFILIATES to market and sell the LICENSED PRODUCTS, in circumstances where such parties do not require a perpetualsublicense under the PATENTS to carry out such marketing and sale.
2.4 SHIONOGI covenants that neither SHIONOGI nor any of its AFFILIATES will develop, irrevocablemanufacture, worldwide, royalty-free (except as otherwise provided to be royalty-bearing hereunder) license under AccuMed Patent Rights and AccuMed Technical Information to use, makedistribute, have made, import, offer to market or sell and sell Products and to practice any process the COMPOUNDS or method involved LICENSED PRODUCTS in the manufacture or use TERRITORY during the term of Productsthis Agreement. The foregoing license shall be (i) exclusive in SHIONOGI further covenants that neither SHIONOGI nor any of its AFFILIATES will, during the Field (even as against AccuMed except as provided in Section 2.4 below) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheld.
2.2 Subject to the terms and conditions term of this Agreement, AccuMed hereby grants grant a license to Ventana and its Subsidiaries a sublicensableany AFFILIATE or any other party to develop, perpetualhave developed, irrevocablemanufacture, worldwidehave manufactured, royalty-free (except as otherwise provided to be royalty-bearing hereunder) license under AccuMed Intellectual Property Rights to use, reproducehave used, distribute (directly distributed, have distributed, market, have marketed, sell and have sold the COMPOUNDS or indirectly through one or more levels of distribution), modify, adapt, and create derivative works of the AccuMed Software (including any modifications and derivative works thereof made by Ventana) and to otherwise utilize the AccuMed Software LICENSED PRODUCTS in the manufacture, sale, or design of Products; provided that TERRITORY under the AccuMed Software PATENTS and modifications and derivative works thereof may be distributed only in source and object code form integrated into or bundled with Products or as updates of the AccuMed Software provided to endKNOW-user customers of Products. The foregoing license shall be (i) exclusive in the Field (even as against AccuMed) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheldHOW.
2.2.1 With respect only to Source Code owned by AccuMed, the foregoing license shall be limited to the maintenance, support, and continued development of the Software Products and any other software related to or useful with the Imaging System.
Appears in 1 contract
Sources: License Agreement (Astrazeneca PLC)
Grant of Licenses. 2.1 7.1 Subject to the terms and conditions of this Agreement, AccuMed HEALTH HERO hereby grants to Ventana and its Subsidiaries AMAC for the term hereof, a perpetualnon-exclusive (but exclusive to the extent provided for in Section 5.1), irrevocablenon-assignable, worldwide, royaltynon-free sublicensable (except as to a third party manufacturer of the PERS BUDDY, but only to the extent necessary for such third party manufacturer to make the PERS BUDDY subject to and in accordance with this Agreement), non-transferable license in the United States under HEALTH HERO'S patents, copyrights trademarks and trade secrets (but only to the limited extent such intellectual property rights would otherwise provided be infringed), to:
(a) offer for sale and sell the HH Service and to be royaltyuse the HH Service (including the HH Applications) within AMAC's internal operations or business for the sole purpose of enabling two-bearing hereunderway healthcare communications between Health Buddy Users and their remote care managers or disease managers,
(b) license make or have made, use, offer for sale and sell, lease and offer for lease, the PERS BUDDY, in the manner contemplated under AccuMed Patent Rights this Agreement;
(c) use the HH Service (including the HH Applications) within AMAC's internal operations or business for the sole purpose of enabling two-way healthcare communications between PERS BUDDY Users and AccuMed Technical Information their remote care managers or disease managers;
(d) Lease and offer for lease the Health Buddy; and
(e) perform AMAC's development functions set forth in Attachment III(B). AMAC shall have the right to make or have made the PERS BUDDY outside of the United States (with the exception of the European Community) and shall have the right to import the PERS BUDDY into the United States, solely for the purpose of exercising AMAC's right to use, makeoffer for sale and sell, have made, import, lease and offer to sell and sell Products and to practice any process or method involved for lease the PERS BUDDY in the manufacture or use of ProductsUnited States. The foregoing license Nothing shall be (i) exclusive in construed herein as granting to AMAC the Field (even as against AccuMed except as provided in Section 2.4 below) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheld.
2.2 Subject to the terms and conditions of this Agreement, AccuMed hereby grants to Ventana and its Subsidiaries a sublicensable, perpetual, irrevocable, worldwide, royalty-free (except as otherwise provided to be royalty-bearing hereunder) license under AccuMed Intellectual Property Rights right to use, reproduceoffer for sale or sell, distribute or lease or offer for lease, the PERS BUDDY anywhere outside of the United States.
7.2 AMAC's rights under the licenses granted in Section 7.1 are subject to the following limitations: (directly a) AMAC shall have no access to or indirectly through one any rights with respect to any HEALTH HERO software or more levels of distributionfirmware (whether in source code or object code form), modify, adapt, and create derivative works of the AccuMed Software (including any modifications and derivative works thereof made by Ventana) and to otherwise utilize the AccuMed Software other than as set forth in the manufacture, sale, or design of Products; provided that the AccuMed Software and modifications and derivative works thereof may be distributed only in source and object code form integrated into or bundled with Products or as updates of the AccuMed Software provided to end-user customers of Products. The foregoing license shall be (i) exclusive in the Field (even as against AccuMed) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheldSection 17.13.
2.2.1 With respect only to Source Code owned by AccuMed, the foregoing license shall be limited to the maintenance, support, and continued development of the Software Products and any other software related to or useful with the Imaging System.
Appears in 1 contract
Sources: Cooperative Licensing, Development, Services and Marketing Agreement (American Medical Alert Corp)
Grant of Licenses. 2.1 3.1. Subject to the terms and conditions of this the Agreement, AccuMed SilverStream hereby grants to Ventana the Partner, and its Subsidiaries a perpetualthe Partner hereby accepts, irrevocablethe license set forth in Exhibit A for the Products as designated in Exhibit A. To the extent permitted herein, worldwide, royalty-free (except as otherwise provided to be royalty-bearing hereunder) license under AccuMed Patent Rights and AccuMed Technical Information to use, make, have made, import, offer to sell and sell Products and to practice the distribution of any process or method involved in the manufacture or use of Products. The foregoing license Product by Partner shall be (i) exclusive in the Field (even as against AccuMed except as provided in Section 2.4 below) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheld.
2.2 Subject subject to the terms and conditions of this AgreementSilverStream's shrink-wrap sublicense agreements under which each sublicensee agrees: (i) to operate and process the Product for its own business purposes only, AccuMed hereby grants without the right to Ventana and its Subsidiaries a sublicensablefurther sublicense; (ii) not to copy or reproduce the Product, perpetualin whole or in part, irrevocable, worldwide, royalty-free (except as otherwise provided permitted in writing; (iii) not to be royalty-bearing hereunder) license under AccuMed Intellectual Property Rights to use, reproduce, distribute (directly or indirectly through one or more levels of distribution), modify, adapt, translate, decompile, disassemble or reverse engineer (except to the extent SilverStream is required by applicable law to allow you to reverse engineer the software) the Product in any manner, and (iv) that the sublicense agreement inures to the benefit of SilverStream, and that SilverStream may directly enforce the terms of the sublicense agreement in order to protect its interest in the Products.
3.2. Neither Partner nor any persons or entities who directly or indirectly purchase or license Products from, or who have the Products marketed to them by, the Partner in accordance with this Agreement ("Customers") shall have any right to merge or embed the Products into any other computer program or work or create derivative works of the AccuMed Products.
3.3. Title to and ownership of the Products, including all patents, copyrights and property rights applicable thereto, shall at all times remain solely and exclusively with SilverStream or its licensors, and neither the Partner nor any Customer shall take any action inconsistent with such title and ownership.
3.4. SilverStream, may at its option, make available to Partner certain software, media and/or related documentation for products or versions of products not generally commercially available ("Pre-released Software). Partner agrees to use Pre-released Software (including any modifications for testing and derivative works thereof made by Ventana) evaluation purposes only, and to otherwise utilize treat Pre-released Software as Confidential Information and trade secrets subject to the AccuMed Software in provisions of this Agreement. Partner agrees to abide by the manufacture, sale, or design of Products; provided that the AccuMed Software and modifications and derivative works thereof may be distributed only in source and object code form integrated into or bundled with Products or as updates terms of the AccuMed Software provided to endshrink-user customers of Products. The foregoing wrap license shall be (i) exclusive in the Field (even as against AccuMed) and nonassociated with such Pre-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheldreleased Software.
2.2.1 With respect only to Source Code owned by AccuMed, the foregoing license shall be limited to the maintenance, support, and continued development of the Software Products and any other software related to or useful with the Imaging System.
Appears in 1 contract
Sources: Business Partner Agreement (Silverstream Software Inc)
Grant of Licenses. 2.1 3.1 Subject to the terms and conditions of this the Agreement, AccuMed SilverStream hereby grants to Ventana the Partner, and its Subsidiaries a perpetualthe hereby accepts, irrevocablethe license set forth in Exhibit A for the Products as designated in Exhibit A. To the extent permitted herein, worldwidethe distribution of any Product by Partner AND ITS DISTRIBUTORS, royalty-free (except as otherwise provided to be royalty-bearing hereunder) license under AccuMed Patent Rights and AccuMed Technical Information to use, make, have made, import, offer to sell and sell Products and to practice any process or method involved in the manufacture or use of Products. The foregoing license RESELLERS AND PARTNERS shall be (i) exclusive in the Field (even as against AccuMed except as provided in Section 2.4 below) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheld.
2.2 Subject subject to the terms and conditions of this AgreementSilverStream's shrink-wrap sublicense agreements under which each end user sublicensee agrees: (i) to operate and process the Product for its own business purposes only, AccuMed hereby grants without the rights to Ventana and its Subsidiaries a sublicensablefurther sublicense; (ii) not to copy or reproduce the Product, perpetualin whole or in part, irrevocable, worldwide, royalty-free (except as otherwise provided permitted in writing; (iii) not to be royalty-bearing hereunder) license under AccuMed Intellectual Property Rights to use, reproduce, distribute (directly or indirectly through one or more levels of distribution), modify, adapt, translate, decompile, disassemble or reverse engineer (except to the extent SilverStream is required by applicable law to allow you to reverse engineer the software) the Product in any manner, and (iv) that the sublicense agreement inures to the benefit of SilverStream, and that SilverStream may directly enforce the terms of the sublicense agreement in order to protect its interest in the Products.
3.2 EXCEPT AS PROVIDED IN A CERTAIN SOFTWARE LICENSE AGREEMENT DATED THE DATE HEREOF (THE "SOURCE CODE AGREEMENT") NEITHER Partner nor any persons or entities who directly or indirectly purchase or license Products from or who have the Products marked to them by, the Partner in accordance with this Agreement ("Customers") shall have any right to create derivative works of the AccuMed Software (including any modifications and derivative works thereof made by Ventana) and to otherwise utilize the AccuMed Software in the manufacture, sale, or design of Products; provided that the AccuMed Software and modifications and derivative works thereof may be distributed only in source and object code form integrated into or bundled with Products or as updates of the AccuMed Software provided to end-user customers of Products. The foregoing license shall be (i) exclusive in the Field (even as against AccuMed) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheld.
2.2.1 With respect only to Source Code owned by AccuMed, the foregoing license shall be limited to the maintenance, support, and continued development of the Software Products and any other software related to or useful with the Imaging System.
Appears in 1 contract
Grant of Licenses. 2.1 Subject to the terms and conditions of this the Agreement, AccuMed SilverStream hereby grants to Ventana Partner, and its Subsidiaries a perpetualPartner hereby accepts, irrevocablethe license pursuant to the Software License Agreement attached hereto as Annex A for the SilverStream software products (the "Products"), worldwideas designated in Annex A. To the extent permitted herein, royalty-free (except as otherwise provided to be royalty-bearing hereunder) license under AccuMed Patent Rights and AccuMed Technical Information to use, make, have made, import, offer to sell and sell Products and to practice the distribution of any process or method involved in the manufacture or use of Products. The foregoing license Product by Partner shall be (i) exclusive in the Field (even as against AccuMed except as provided in Section 2.4 below) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheld.
2.2 Subject subject to the terms and conditions of this AgreementSilverStream's shrink-wrap sublicense agreements under which each sublicensee agrees, AccuMed hereby grants among other things: (a) to Ventana operate and process the Product for its Subsidiaries a sublicensableown business purposes only, perpetualwithout the right to further sublicense; (b) not to copy or reproduce the Product, irrevocablein whole or in part, worldwide, royalty-free (except as otherwise provided permitted in writing; (c) not to be royalty-bearing hereunder) license under AccuMed Intellectual Property Rights to use, reproduce, distribute (directly or indirectly through one or more levels of distribution), modify, adapt, translate, decompile, disassemble or reverse engineer (except to the extent SilverStream is required by applicable law to allow you to reverse engineer the software) the Product in any manner; and (d) that the sublicense agreement inures to the benefit of SilverStream, and that SilverStream may directly enforce the terms of the sublicense agreement in order to protect its interest in the Products.
2.2 Neither Partner nor any persons or entities who directly or indirectly purchase or license Products from, or who have the Products marketed to them by, Partner in accordance with this Agreement ("Customers") shall have any right to merge or embed the Products into any other computer program or work or create derivative works of the AccuMed Products.
2.3 Title to and ownership of the Products, including all patents, copyrights and property rights applicable thereto, shall at all times remain solely and exclusively with SilverStream or its licensors, and neither Partner nor any Customer shall take any action inconsistent with such title and ownership. Upon termination of the Agreement, Partner shall abstain from making further distribution of Products.
2.4 SilverStream may, at its option, make available to Partner certain software, media and/or related documentation for products or versions of products not generally commercially available ("Pre-released Software). Partner agrees to use Pre-released Software (including any modifications for testing and derivative works thereof made by Ventana) evaluation purposes only, and to otherwise utilize treat Pre-released Software as Confidential Information and trade secrets subject to the AccuMed Software in provisions of this Agreement. Partner agrees to abide by the manufacture, sale, or design of Products; provided that the AccuMed Software and modifications and derivative works thereof may be distributed only in source and object code form integrated into or bundled with Products or as updates terms of the AccuMed Software provided to endshrink-user customers of Products. The foregoing wrap license shall be (i) exclusive in the Field (even as against AccuMed) and nonassociated with such Pre-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheldreleased Software.
2.2.1 With respect only to Source Code owned by AccuMed, the foregoing license shall be limited to the maintenance, support, and continued development of the Software Products and any other software related to or useful with the Imaging System.
Appears in 1 contract
Sources: Business Partner Agreement (Silverstream Software Inc)
Grant of Licenses. 2.1 3.1 Subject to the terms and conditions of this the Agreement, AccuMed SilverStream hereby grants to Ventana the Partner, and its Subsidiaries a perpetualthe hereby accepts, irrevocablethe license set forth in Exhibit A for the Products as designated in Exhibit A. To the extent permitted herein, worldwidethe distribution of any Product by Partner AND ITS DISTRIBUTORS, royalty-free (except as otherwise provided to be royalty-bearing hereunder) license under AccuMed Patent Rights and AccuMed Technical Information to use, make, have made, import, offer to sell and sell Products and to practice any process or method involved in the manufacture or use of Products. The foregoing license RESELLERS AND PARTNERS shall be (i) exclusive in the Field (even as against AccuMed except as provided in Section 2.4 below) and non-exclusive outside the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheld.
2.2 Subject subject to the terms and conditions of this AgreementSilverStream's shrink-wrap sublicense agreements under which each end user sublicensee agrees: (i) to operate and process the Product for its own business purposes only, AccuMed hereby grants without the rights to Ventana and its Subsidiaries a sublicensablefurther sublicense; (ii) not to copy or reproduce the Product, perpetualin whole or in part, irrevocable, worldwide, royalty-free (except as otherwise provided permitted in writing; (iii) not to be royalty-bearing hereunder) license under AccuMed Intellectual Property Rights to use, reproduce, distribute (directly or indirectly through one or more levels of distribution), modify, adapt, translate, decompile, disassemble or reverse engineer (except to the extent SilverStream is required by applicable law to allow you to reverse engineer the software) the Product in any manner, and (iv) that the sublicense agreement inures to the benefit of SilverStream, and that SilverStream may directly enforce the terms of the sublicense agreement in order to protect its interest in the Products.
3.2 EXCEPT AS PROVIDED IN A CERTAIN SOFTWARE LICENSE AGREEMENT DATED THE DATE HEREOF (THE "SOURCE CODE AGREEMENT") NEITHER Partner nor any persons or entities who directly or indirectly purchase or license Products from or who have the Products marked to them by, the Partner in accordance with this Agreement ("Customers") shall have any right to create derivative works of the AccuMed Products.
3.3 Title to and ownership of the Products, including all patents, copyrights and property rights applicable thereto, shall at all times remain solely and exclusively with SilverStream or its licensors, and neither the Partner nor any Customer shall take any action inconsistent with such title and ownership.
3.4 SilverStream, may at its option, make available to Partner certain software, media and/or related documentation for products or versions of products not generally commercially available ("Pre-released SOFTWARE"). Partner agrees to use Pre-released Software (including any modifications for testing and derivative works thereof made by Ventana) evaluation purposes only, and to otherwise utilize treat Pre-released Software as Confidential Information and trade secrets subject to the AccuMed Software provisions of this Agreement. Partner agrees to abide by the terms of the shrink-wrap license associated with such Pre-released Software. Confidential 1998 13 4. PRICES, PAYMENT AND AUDIT
4.1 Partner agrees to pay the "Partner Price" as a license fee for each Product ordered hereunder. The Partner Price shall equal SilverStream's suggested MSRP ("Base Price") for Products ordered, less the applicable discount (the "Discount"), set forth in the manufacture, sale, or design North American Price List ("Price List") in Exhibit C. All Base Prices and Partner Prices are in U.S. Dollars and F.O.B. SilverStream's point of Products; provided that the AccuMed Software and modifications and derivative works thereof shipment. All payments from Partner to SilverStream shall be made in U.S. Dollars. Payments from Canadian Partners may be distributed only made in source Canadian Dollars if the SilverStream invoice to the Partner is prepared by SilverStream in Canadian Dollars.
4.2 SilverStream in its sole discretion, shall have the right from time to time, to change the Base Prices and object code form integrated into Discounts and/or add or bundled with Products delete products to or as updates from the Price List by giving 30 days' prior written notice to the Partner. Orders accepted by SilverStream prior to the effective date of the AccuMed Software provided to end-user customers of Products. The foregoing license any such change and scheduled for delivery within 30 days following receipt by SilverStream shall be processed at the lower of (i) exclusive the Base Prices and/or Partner Prices in effect on the Field (even as against AccuMed) and non-exclusive outside date of acceptance of the Field, provided that such non-exclusive license shall not extend to the Excluded Field; and order or (ii) sublicensable with AccuMed's written approval, which shall not be unreasonably withheldthe Base Prices and/or Partner Prices in effect on the scheduled shipment date.
2.2.1 With respect only 4.3 The payment terms for Product ordered shall be net thirty (30) days and if Partner fails to Source Code owned by AccuMedpay any amounts when due, the foregoing license Partner shall pay SilverStream a late payment charge equal to 1.5% per month or if lesser the maximum amount permitted by law. SilverStream reserves the right to require full or partial payment in advance, or to revoke any credit previously extended, if, in SilverStream's judgment, the Partner's financial condition does not warrant proceeding on the terms specified.
4.4 SILVERSTREAM SHALL HAVE THE RIGHT, SUBJECT TO REASONABLE ADVANCE NOTICE, AND NO MORE OFTEN THAN ONCE PER CALENDAR YEAR, TO HAVE AN INDEPENDENT AUDITOR OF NATIONALLY RECOGNIZED STANDING ACCEPTABLE TO PARTNER (WHICH ACCEPTANCE MAY BE CONDITIONED UPON APPROPRIATE UNDERTAKINGS REGARDING CONFIDENTIALITY BUT SHALL NOT IN ANY EVENT BE UNREASONABLY WITHHELD) inspect such books and records of Partner, at Partner's principal place of business, as are necessary to verify the reports provided by Partner to SilverStream. Any such audit shall be limited at the expense of SilverStream, unless such audit discloses an underpayment by the Partner in excess of TEN PERCENT (10%) IN ANY THREE-MONTH PERIOD, IN WHICH CASE PARTNER shall reimburse SilverStream for such expenses. Any underpayment by Partner shall be promptly paid to the maintenance, support, and continued development of the Software Products and any other software related to or useful SilverStream together with the Imaging Systeminterest as provided in this Section.
Appears in 1 contract