License grant clause samples

(a) License Grant. Licensor hereby grants to the Company, and the Company hereby accepts, subject to the terms and conditions of this Agreement, an exclusive, non-transferable license for the Term and in the Territory to Use the Licensed Intellectual Property solely within the Licensed Field and, where it relates to the development and commercialization of Licensed Products, in accordance with the terms set out in Schedule B to this Agreement, (the “License Grant”). For purposes of clarity, the Parties agree that the Licensor: (i)retains all Licensed Intellectual Property rights, in relation with all fields other than the Licensed Field, including without limitation Nutraceutical Products, Cosmeceutical products and Nutrigenomic products, (ii)subject to Section12, retains all rights to manufacture or have manufactured any Licensed Product using the Licensed Intellectual Property worldwide including within the Licensed Field and (iii)the Licensor cannot directly or indirectly and/or via a third party commercialize products containing an ingredient with phospholipid concentrates between 46% and 68% extracted from Krill except only within a formulation with at least one or more bioactive ingredient and as long as this formulation provides a significant molecular change in the bioactive components modifying the structure of the Licensor’s products as developed by the Licensor on the Effective Date. In addition, the Parties agree that such License Grant includes the right for the Company to proceed to IND-enabling studies, preclinical and clinical studies and to make any and all regulatory filings required in relation to the Licensed Products.

2.1.1 Research License Grant. Anthrogenesis hereby grants to Celgene and its Affiliates a royalty-free, fully-paid up, worldwide, non-exclusive license under the Anthrogenesis IP, for pre-clinical research purposes in all fields. The foregoing license grant shall be non-sublicensable and nontransferable and non-assignable, except that it shall be sublicensable to an Affiliate of Celgene and transferable and assignable as provided by Section 6.4 of this Agreement.

2.1 License Grant. Subject to the terms and conditions of this Agreement, as of the Execution Date provided that the Initial License Fee as defined in Section 4.1 of this Agreement is paid as of the Execution Date and, IMUN hereby grants, and shall procure that each of its relevant Affiliates shall grant, to Forte (i) an exclusive, royalty-bearing license (or sublicense, including the right to sublicense solely as set forth in Section 2.3 and elsewhere in this Agreement), under the IMUN Patent Rights and the IMUN Know-How to the extent specific to the Compound and the Product; and (ii) a non-exclusive, royalty-bearing (as set forth in Section 4.3) license (or sublicense including the right to sublicense solely as set forth in Section 2.3 and elsewhere in this Agreement), under the IMUN Know-How that is not specific but is related to one or both of the Compounds and/or the Products; in each case, to make, have made, use, sell, have sold, offer for sale, and import Compounds and Products in the Field in the Territory during the Term (collectively, the “License Grant”).

(ii) IMUN shall have the first right to control the preparation, filing, prosecution and maintenance of IMUN Patent Rights that are included in the license grant in Section 2.1(i) at IMUN’s expense and by counsel of its choice. Forte may be consulted with IMUN as to the preparation, filing, prosecution and maintenance of such Patent Rights relating to this agreement reasonably prior to any deadline or action with any patent office, and shall furnish to Forte copies of all relevant drafts and documents reasonably in advance of such consultation. IMUN shall keep Forte reasonably informed of progress with regard to the preparation, filing, prosecution and maintenance of such Patent Rights and shall provide to Forte copies of all material patent office submissions within a reasonable amount of time following submission thereof by IMUN. In the event that IMUN desires to abandon or cease prosecution or maintenance of any of such Patent Rights, IMUN shall provide written notice to Forte of such intention to abandon promptly after IMUN makes such determination (which notice shall be given no later than ninety (90) days prior to the next deadline for any action that must be taken with respect to such Patent Rights in the relevant patent office). In such case, Forte shall have the right, in its discretion, exercisable upon written notice to IMUN delivered no later than thirty (30) days after receipt of notice from IMUN, to assume responsibility for prosecution and maintenance of such Patent Rights, at its sole cost and expense and by counsel of its own choice and if Forte exercises such right, then such Patent Rights are expressly excluded from the definition of IMUN Patent Rights and are not subject to the License Grant. For the avoidance of doubt, nothing in this Section 8.2(a)(ii) grants Forte ownership rights in IMUN Patent Rights.

Software access and use is particularly important in a software license agreement because, unlike a traditional business asset like a physical computer or machine, software can be extremely easy to copy, duplicate, or transfer. To control the value of the asset, Licensors can place contractual limitations on the license granted to the Licensee. For example, this software could be limited for use 1) on only 10 of Licensee’s computers, or 2) for 30 Licensee employees, or 3) on an unlimited number of computers and users but only at Licensee’s offices in the state of Nevada, or 4) on two of Licensee’s computers and keep one copy as backup for disaster recovery only. LegalNature allows you to customize the software’s access and use criteria and create your unique license grant. If the license grant does not have any restrictions on the number of copies or locations of access, select “Yes” when asked if the Licensee may use unlimited copies of the software from any location.

2.1 License Grant. Subject to Sections 2.3 and 2.4, SPWR and its Affiliates hereby grant and agree to grant to MSSG a perpetual, non-exclusive, irrevocable, non-transferable (subject to Section7.3) and sublicensable (solely as set forth in Section 2.6) license under the Licensed SPWR IP to use, copy, modify, distribute, perform, display, create derivatives of, make, have made, import, supply, offer for sale or sell any software, hardware, technology, processes or other products, solely for the following purposes: (a)operating any manufacturing asset included in the SpinCo Assets; (b)implementation of the SpinCo Business Plan; (c)commencing on the Effective Date, selling Licensed Products for all applications other than applications in the Residential and Indirect Market Segment and the Direct Market Segment; (d)commencing on the one-year (1 year) anniversary of the Effective Date, selling Licensed Products into the Direct Market Segment; (e)commencing on the two-year (2 year) anniversary of the Effective Date, selling Licensed Products for all applications, including selling Licensed Products into the Residential and Indirect Market Segment and the Direct Market Segment; (f)internal research and development; and (g)authorizing or permitting SpinCo’s activities under and in accordance with the Supply Agreement, including selling Licensed Products for all applications, including selling Licensed Products into the Residential and Indirect Market Segment and the Direct Market Segment, if SpinCo’s exclusive supply obligations under the Supply Agreement terminate.

3.1 License Grant. MSSG and its Affiliates hereby grant and agree to grant to SPWR and SPWR Affiliates a perpetual, non-exclusive, irrevocable, non-transferable (subject to Section7.3) and non-sublicensable license under the Licensed SpinCo IP and the Exclusively Licensed SPWR Patents to use, copy, modify, distribute, perform, display, create derivatives of, make, have made, import, supply, offer for sale and/or sell any software, hardware, technology, processes and/or other products solely for the following limited purposes: (a)manufacturing, offering to sell and selling any Licensed Products within the Territory; (b)research and development; and (c)commencing after termination or expiration of the Supply Agreement, offering to sell and selling, outside of the Territory, Shingled Panels manufactured at SPMOR. For clarity, the license granted pursuant to this Section3.1 (i) includes all rights required for SPWR and its Affiliates to make, have made, use, import, export, purchase or otherwise acquire solar cells for use at SPMOR to make Shingled Panels, and (ii)does not include a license for SPWR to manufacture or have made Licensed Products outside the Territory.

1. Patent License Grant. Subject to the other terms and conditions of the License Agreement as herein modified, Licensor amends and restates §1 of that License Agreement and §1 of its July 10, 2009 Modification (“License Modification”) to hereby grant Licensee an exclusive license to make, have made, use and sell Licensed Product anywhere in the Territory. This license will however be subject to the non-exclusive licensing agreement between Byron Medical Inc. and Rocin Laboratories, Inc. of 9/16/99 and any subsequent renewals, assignments or transfers thereof. The non-exclusive license by Licensors to NuMed Medical Inc. terminated because of its non-payment and licensee’s bankruptcy. 2. Territory. Subject to the other terms and conditions of the License Agreement as herein modified, Licensor amends and restates §1.06 of that License Agreement and §2 of its License Modification so that “Territory” shall mean anywhere in the world.

1.License Grant. Subject to, and contingent upon Berry’s and the Authorized Affiliates (as defined below) continued compliance with, all terms and conditions of the Agreement (specifically including the Branding Requirements set forth in Exhibit D) BioNano hereby grants to Berry and the Authorized Affiliates, and Berry hereby accepts, on behalf of itself and such Authorized Affiliates, a royalty-free, non-exclusive, transferable, sublicensable, irrevocable, license to use the Mark during the Term solely to market, distribute and have distributed, Sell and have Sold, offer for Sale and have offered for Sale, the IVD Kits and IVD Instruments in the Territory in the manner set forth in Section2.01 of the Agreement, and to develop and distribute Collateral bearing the Mark in furtherance of such activities in the manner set forth in Sections 4.01, 4.02 and 4.03 of the Agreement. As used herein, “Authorized Affiliate” means a Berry Affiliate expressly authorized under the Agreement to market and/or Sell the IVD Kit and/or IVD Instrument in the Territory.

2.1.License Grant. Subject to the conditions set forth in this Agreement, Licensor hereby grants to Licensee an exclusive, worldwide, non-transferable, non-sublicensable, non-transferable (other than as provided in Section 9.2 below) and royalty free license to exploit the Licensed Rights in the marketing and sale of Products. For the sake of clarity, the license grant above includes the right to make Future Improvements as described further in Section 2.5.

2.1 License Grant. Subject to the terms and conditions of this Agreement, Penwest and its Affiliates hereby grant to Trevi an exclusive license (or sublicense, as the case may be) under the Penwest Patent Rights and the Penwest Know-how, in each case with the right to grant sublicenses, to the extent provided in Section2.2, to research, develop, make, have made, use, import, export, market, offer for sale, sell and have sold, Licensed Product in the Territory within the Field.

2.5 Trevi License Grant. Trevi hereby grants to Penwest a non-exclusive royalty-free license (with the right to sublicense) under the Trevi TIMERx Improvement Patent Rights to use and practice any Trevi TIMERx Improvement for the development, design or manufacture of products other than the Licensed Product, provided, that, to the extent that Trevi or any of its Affiliates is required to pay any license fee, milestone payment, royalty or any other payment to any Third Party as a result of Penwest’s exercise of its rights pursuant to the license granted under the preceding sentence or in connection with the sale of any resulting products, Trevi shall fully disclose such payment obligations within [**] of the grant of such Third Party license, Penwest may elect not to accept the grant of the license to any such Third Party intellectual property with corresponding payment obligations upon [**] written notice to Trevi from the date of Penwest’s receipt of notification of such payment obligations. If Penwest chooses to accept such license, Penwest shall pay such amounts to Trevi, or, as directed by Trevi, directly to such Third Party, on each occasion within [**] of receipt of the applicable invoice from Trevi, and appropriate supporting documentation.

2.1 License Grant. Subject to the terms and conditions of this Agreement and the due performance by Licensee of Licensee's obligations under this Agreement and in reliance on Licensee's representations and warranties set forth in this Agreement, Licensor hereby grants to Licensee an exclusive license under the Licensed Patent for the Term in the Territory to import, offer to sell, and sell Licensed Product.

2.1.License Grant. On the condition that Licensee and all Affiliates remain in compliance with all terms and conditions of this Agreement and, solely during the Term and subject to the terms and conditions hereof, including but not limited to Licensee’s payment of the Initial Fee and License Fees and compliance with the grantback obligations set forth in Section 2.6, Via hereby grants to Licensee and its Affiliates, on behalf of Licensors, a limited, non-exclusive, non-transferable (subject to Section 9.2 (“Assignment”) below), fee-bearing, worldwide license under the Licensed Patents to make, have made (subject to Section 2.3.4), use, import, Sell and Otherwise Supply Licensed Products.

2.2.Scope of License Grant. The patent license granted herein may only be used for the implementation of the LTE Standard in compliance and in accordance with the specifications set forth on Appendix A. The LTE Standard shall further include any additional 3GPP releases that are approved by the Licensors, effective upon ninety (90) days’ notice provided by Via to Licensee from time to time in accordance with Section 9.8. Any update to the definition will include all predecessor releases that were previously included in the definition.

2.1.License Grant. On the condition that Licensee and all Affiliates remain in compliance with all terms and conditions of this Agreement then, solely during the Term and subject to the terms and conditions hereof, including but not limited to Licensee’s payment of the Initial Fee, Via hereby grants to Licensee and its Affiliates, pursuant to authority granted by the Licensors, a limited, non-exclusive, non-transferable (subject to Section 9.2 (“Assignment”) below), fee-bearing, worldwide license under the Licensed Patents to make, have made (subject to Section 2.5), use, import, Sell and Otherwise Supply Licensed Products solely for the purpose of encoding or decoding data in accordance with the AAC Standard.

2.2.Scope of License Grant. The patent license granted herein may only be used for the practice of the AAC Standard.

2.1.1.License Grant. Subject to the terms and conditions of this Agreement, Inhibrx hereby grants to Licensee an exclusive license (even as to Inhibrx), with the right to grant sublicenses (including the right to further sublicense through multiple tiers) pursuant to Section2.1.2, under the Licensed IP solely to make, have made, research, develop, use, sell, offer for sale, export and import Products in the Field and in the Territory.

2.Trademark License Grant. Subject to the terms of this Agreement, Company grants to Distributor an exclusive license to use the Trademarks in conjunction with the Product within the Trademark Territory.

3.Patent License Grant. Subject to the terms of this Agreement, Company grants to Distributor an exclusive license under the Patents to make, use, sell, and offer for sale the Product within the Patent Territory.

Section2.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, during the period starting on the Closing Date and ending when the Term ends, a non-exclusive, non-transferable, non-sublicensable, worldwide license under the Licensed IP to manufacture, have manufactured, sell, offer to sell, import and export Products under the Licensed IP.

(a) License Grant. Subject to the terms and conditions of this Agreement, Genevant hereby grants to BioNTech an exclusive (even as to Genevant, except as expressly set forth herein), royalty-bearing license (or, where applicable, sublicense), with the right to grant sublicenses in accordance with Section2.1(b) (Sublicense Rights), under the Genevant Technology to research, Develop, make, have made, use, distribute, sell, offer for sale, have sold, import, export and otherwise Commercialize BioNTech Products solely in the BioNTech Field in the Territory. For the avoidance of doubt, the above license to make and have made BioNTech Products shall only apply to the extent BioNTech is permitted to conclude a Manufacturing Transfer pursuant to Section6.4 (Manufacturing Transfer).

2.1 License Grant. Subject to the terms of this Agreement, the IRB grants to Humabs an exclusive (even as to the IRB and its Affiliates) world-wide royalty-bearing License to the Licensed IP for any and all purposes, including without limitation to practice the Platform Technology, and to make, have made, use, sell, offer to sell, lease, import, export, distribute, modify and otherwise exploit Licensed Products.

3.2.1 Commercial License Grant. Subject to the terms and conditions of this Agreement, Xencor hereby grants to VirBio, a non-exclusive, non-transferable, sublicensable (in accordance with Section3.3), royalty-bearing license, under the Xencor Patents to research, make, have made, develop, use, sell, offer for sale and import Licensed Products in the Field in the Territory (the “Commercial License”).

License Grant.Subject to the terms and conditions of this Agreement, in consideration for the payments set forth in Article 4, Merck hereby grants to Dynavax a non-exclusive, royalty-free license under the Patent Rights, with a right to grant sublicenses to the extent set forth in Section 2.2, to make, have made, use, offer to sell and sell Licensed Products in the Field in the Territory and to import Licensed Product made outside of the Territory into the Territory for use, offer for sale and sale in the Territory in the Field.Notwithstanding the foregoing, the license granted in this Section 2.1 does not include the right to offer for sale or sell Licensed Products outside the United States that are manufactured inside the United States under the Patent Rights.In the event Licensed Products manufactured inside the United States under the Patent Rights are offered for sale or sold outside the United States, an amendment to this Agreement will be required.

License Grant. Subject to the terms and conditions of this Agreement, including but not limited to the consideration set forth in Section A2 “Consideration” of attached Exhibit A “Exclusive Patent License Schedule,” HSI hereby grants to Company, and its Affiliates, and Company hereby accepts, an exclusive, non-transferable, royalty-free license to make, have made on Company’s behalf, use, offer to sell or sell, offer to lease or lease, import, or otherwise offer to dispose or dispose of Licensed Products in the Territory in the Field of Use. The license granted in this Agreement is limited to the Valid Claims. No provision of this Agreement grants Company, by implication, estoppel or otherwise, any rights other than the rights expressly granted it in this Agreement to the Licensed Patents in the Field of Use, or to any other HSI-owned technology, patent applications, or patents.

2. Additional License Grant. Licensor hereby grants Licensee the following additional rights with respect to the Open Source PDK Technology (defined in Attachment A): Licensor grants Licensee a worldwide, non-exclusive, license under the Licensed Intellectual Property in the Open Source PDK Technology, to fully utilize and copy, create derivative works of, distribute, and disclose to third-parties (with or without a non-disclosure agreement) the Open Source PDK Technology as part of one or more Licensee PDKs for such third parties to use the Open Source PDK Technology as incorporated into the Licensee PDKs in their business including to create, use, and publish derivative works.

17.1 License Grant. During the term of this Agreement, Licensor grants to Licensee and any Sublicensee a non-exclusive, royalty-free license to use the trademarks following trademarks owned by Licensor solely for the purpose of promoting, marketing and disclosing the Applied DNA Technology to its customers and potential customers in the Exclusive and Non-Exclusive Fields of Use. All goodwill and benefit arising from such use of the trademarks shall insure to the sole and exclusive benefit of Licensor.

3.1.1Exclusive License Grant.Subject to the terms and conditions of this Agreement, including the provisions of Section 4.4.2(b) (Failure to Reach Agreement), AVEO hereby grants to CANbridge an exclusive (even with respect to AVEO and its Affiliates), sublicenseable (subject to Section 3.3.1 (CANbridge Right to Sublicense)), royalty-bearing right and license under the Licensed Patents and Licensed Know-How to (a) Develop, Manufacture, Commercialize and otherwise Exploit the Product in the Field in the Licensed Territory, and (b) Develop and Manufacture Products outside the Licensed Territory solely for the purpose of Commercializing such Products inside the Licensed Territory.

3.2.1License Grant. Subject to the terms and conditions of this Agreement, CANbridge hereby grants to AVEO a non-exclusive, royalty-free, sublicenseable (subject to Section 3.3.2 (AVEO Right to Sublicense)), right and license under the CANbridge Program Patents and CANbridge Program Know-How (a) to Develop, Manufacture, Commercialize, use and otherwise Exploit the Product in the Field in the North America Territory and (b) to Develop Products outside the North America Territory solely for the purpose of Commercializing such Products inside the North America Territory.