Grant to Licensee Sample Clauses

Grant to Licensee. Subject to the terms and conditions of this Agreement, L▇▇▇▇ hereby grants to Licensee during the Term an exclusive (even as to Lilly and its Affiliates, but subject to Sections 2.2.3 and 2.9), payment-bearing license (with the right to sublicense solely in accordance with Section 2.3.2) under and with respect to the Licensed Technology to (a) Develop and Manufacture the Product in the Field in the Territory for purposes of Commercializing the Product in the Field in the Territory and (b) Commercialize the Product in the Field in the Territory.

Grant to Licensee. 4.1 Subject to the terms and conditions of this AGREEMENT, GTG hereby grants and agrees to grant to LICENSEE, during the TERM (as defined below), a nonexclusive, non-transferable, paid-up, perpetual, irrevocable, license under the LICENSED PATENTS (without the right to sublicense) to: 4.1.1 make and use LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY solely for the PURPOSE; 4.1.2 offer for sale and sell LICENSED PRODUCTS to END USERS in the FIELD OF USE throughout the TERRITORY solely for the PURPOSE; and 4.1.3 offer for sale and sell LICENSED PRODUCTS to RESELLERS in the FIELD OF USE throughout the TERRITORY solely for the PURPOSE. 4.2 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE. LICENSEE shall not assign or otherwise transfer any license or right granted hereunder or any interest therein without the prior written consent of GTG (which may be withheld in GTG’s sole and absolute discretion), except to a purchaser of all or substantially all of the business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise; provided, however that prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE’s obligations under this AGREEMENT and expressly acknowledges in writing that no products or services of such purchaser existing prior to the transfer of ownership shall be considered LICENSED PRODUCTS. 4.3 The licenses granted in Section 4.1 are subject to the following: 4.3.1 LICENSEE will not grant or purport to grant purchasers of LICENSED PRODUCTS rights under the LICENSED PATENTS. 4.3.2 LICENSEE’s and RESELLERS’ contracts with END USERS of LICENSED PRODUCTS will affirmatively disclaim or otherwise clarify that the contract does not grant or otherwise provide to the END USER any rights or licenses under the LICENSED PATENTS, except to use the LICENSED PRODUCTS for internal research purposes only and not for the benefit of any third party. 4.3.3 LICENSEE’s contract with RESELLERS of LICENSED PRODUCTS will affirmatively disclaim or otherwise clarify that the contract does not grant or otherwise provide to the RESELLER any rights or licenses under the LICENSED PATENTS, except to resell directly to END USERS for such END USERS’ internal research purposes only and not for the benefit of any third party.

Grant to Licensee. University hereby grants to Licensee and its Affiliates to the extent of the Licensed Territory an exclusive license (i) under the Patent Rights to make, use, sell, have made, have sold, offer for sale and import Licensed Products in the Licensed Field and, ii) under the Copyrights to use, distribute, translate, reproduce, transmit, perform, display, demonstrate, make derivative or collective works of, modify, adapt, copy and otherwise exploit the Copyrights to create Licensed Products in the Licensed Field, with the right to sublicense as set forth in Article 6, subject to all the terms and conditions of this Agreement.

Grant to Licensee. University hereby grants to Licensee and its Affiliates to the extent of the Licensed Territory a non-exclusive license under the Patent Rights and Know-How to make, use, sell, have made, have sold, offer for sale and import Licensed Products in the Licensed Field, with the right to sublicense as set forth in Article 6, subject to all the terms and conditions of this Agreement. For avoidance of doubt, University may not grant any licenses to Patent Rights to any third party until after the Option Period has expired (including any extensions thereof). Within *** days of the Effective Date, and from time to time at the request of Licensee, University will use reasonable efforts at no additional cost to Licensee to transfer the technology, documentation and associated controls necessary to enable Licensee to use the Know-How granted in the license herein.

Grant to Licensee. Subject to the terms and conditions of this Agreement, including the rights granted by Licensee to Lilly under Section 2.2, Lilly hereby grants to Licensee during the Term an exclusive (even as to Lilly and its Affiliates, but, subject to the non-exclusive rights granted to Third Parties pursuant to the [***] Agreement and the contracts listed in Schedule 2.1), worldwide, payment-bearing license with the right to sublicense in accordance with Section 2.4.2, under and with respect to the Lilly Technology, to Develop, Manufacture, have Manufactured and Commercialize Products and/or Compounds (for clarity any Commercialization of a Compound shall be as a Product). *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Grant to Licensee. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee during the Term an exclusive (even as to Licensor, but subject to the sentence in this Section 2.1.1 beginning with “For clarity”), payment-bearing license with the right to sublicense only in accordance with Section 2.3.2, under and with respect to the Licensor Technology, to, directly or indirectly, Develop, Manufacture and Commercialize the Compound and Product in and for the Licensed Field throughout the Territory. For clarity, but without limiting the scope of the preceding sentence, (i) Licensor shall have the right to use the Licensor Technology for the sole and limited purposes of performing its obligations under this Agreement, and (ii) Licensee and its Affiliates shall not promote, market, distribute or sell the Compound to end-users, but may sell (including related distribution, importing and exporting) or otherwise supply the Compound to Affiliates and/or Sublicensees and/or Third Party manufacturers for further Manufacturing into Product for sale to end-users.

Grant to Licensee. Subject to all restrictions set forth in the SCSL and this License, Sun grants to Licensee a worldwide, non-exclusive, non-transferable, license to: a. Compatibility Logo(s): use the Compatibility Logo(s) only in connection with the marketing, advertising, distribution and/or sale of each Product that fully meets the requirements of Section 2.6 below; b. Java Authorized Licensee logo: use the Java Authorized Licensee logo on marketing material, trade show material and collateral, whether or not in connection with a specific Licensee Product, to advertise that Licensee is a current SCSL licensee provided that the Java Authorized Licensee logo may not be used on any Product (including media or electronic versions), Product packaging or Product documentation or other items that accompany Licensee’s shipping containers; c. For Java Tagline: use the For Java Tagline in conjunction with, and immediately following, the name(s) of each Product that fully meets the requirements of Section 2.6 below; and

Grant to Licensee. Amgen hereby grants to Licensee [*] right and license during the Term, subject to the terms and conditions hereof, solely to develop, commercialize, use, import and sell Licensed Product in the Licensee Territory in the Indications under the same Licensed Amgen Trademarks as used by Amgen for Licensed Product in such Indications in the Amgen Territory. Such license shall include the right to sublicense only as set forth in Section 3.4 (Licensee Sublicensing). The Parties acknowledge that the use of the Licensed Amgen Trademarks in the Licensee Territory may have commercial value to Licensee, and that Licensee shall have the right to commercialize Licensed Product in the Indications in the Licensee Territory under the same Licensed Amgen Trademarks as utilized for Licensed Product in such Indications by Amgen in the Amgen Territory. Should the Parties desire that a different trademark be used for Indications in the Licensee Territory, or if additional trademarks to those used in the Amgen Territory are otherwise required, the Parties shall consult and agree upon an additional or replacement trademark (or trademarks) (which additional or replacement trademark(s) shall, as between the Parties, be owned by Amgen). In addition, if the manufacture of Licensed Product for Licensee for use in the Licensee Territory materially varies from the manufacture of Licensed Product for Amgen or its Affiliates for use in the Amgen Territory, then upon the request of Amgen, the Parties shall consult and agree upon a replacement trademark (or trademarks) (which replacement trademark(s) shall, as between the Parties, be owned by Amgen). Upon Amgen’s request, Licensee shall include an Amgen trademark designated by Amgen to Licensee in writing (e.g., “Amgen”) on all packaging, labeling, promotional and marketing materials for the applicable Licensed Product in equal prominence to those of Licensee in a form and manner approved by Amgen. Amgen hereby grants Licensee a non-exclusive right and license, with the right to sublicense only as set forth in Section 3.4 (Licensee Sublicensing), during the Term, subject to the terms and conditions hereof, to use such Amgen marks solely for such purpose. Such Amgen marks shall be subject to the quality control provisions set forth in Section 3.7 (Trademark Quality Standards). All uses by Licensee of the Licensed Amgen Trademarks and other Amgen marks permitted hereunder, and all goodwill associated therewith, shall inure solely to the benef...

Grant to Licensee. 4.1 Subject to the remaining terms of this AGREEMENT, LICENSOR hereby grants and agrees to grant to LICENSEE, during the TERM of this AGREEMENT: (a) a nonexclusive, nonassignable, royalty-free, license under the LICENSED PATENTS (without the right to sublicense) to practice the LICENSED METHOD, to make, have made, use, sell, offer for sale, lease, commercially transfer, and import or export LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY; and (b) a nonexclusive, nonassignable, royalty-free, license under the LICENSED PATENTS with the right to sublicense to its END USERS the right to use the LICENSED PRODUCTS and the right to practice the LICENSED METHOD for the use of such LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY. 4.2 The rights and licenses granted by LICENSOR in this AGREEMENT are personal to LICENSEE. LICENSEE shall not act as a foundry for any third party, and shall not assign or otherwise transfer any license or right granted hereunder or any interest therein, without the written consent of LICENSOR, except to corporate successors. Any attempted assignment or transfer without such consent shall be void and shall automatically terminate all rights of the LICENSEE under this AGREEMENT.