Common use of Additional Licenses Clause in Contracts

Additional Licenses. For a period of five (5) years after the Distribution Date, in the event any member of the SpinCo Group, in SpinCo’s reasonable judgment, requires a license under any Honeywell IP in order to initiate and pursue any new technical projects not covered by the licenses granted in Section 3.01(a), the Parties shall negotiate in good faith to license such Honeywell IP to the applicable member of the SpinCo Group on commercially reasonable terms. Notwithstanding anything to the contrary, if the Parties cannot reach agreement with respect to the terms of a license to Honeywell IP pursuant to the immediately preceding sentence, the applicable member of the SpinCo Group shall be permitted to challenge the validity or enforceability of such Honeywell IP (it being understood that such challenge is the sole remedy available to SpinCo in the event Honeywell does not grant such license, without regard to whether Honeywell has negotiated in good faith).

Additional Licenses. For a period of five (5) years after following the Distribution Date, in the event any member of the SpinCo Honeywell Group, in SpinCoHoneywell’s reasonable judgment, requires a license under any Honeywell SpinCo IP in order to initiate and pursue any new technical projects not covered by the licenses granted in Section 3.01(a4.01(a), the Parties shall negotiate in good faith to license such Honeywell SpinCo IP to the applicable member of the SpinCo Honeywell Group on commercially reasonable terms. Notwithstanding anything to the contrary, if the Parties cannot reach agreement with respect to the terms of a license to Honeywell SpinCo IP pursuant to the immediately preceding sentence, the applicable member of the SpinCo Honeywell Group shall be permitted to challenge the validity or enforceability of such Honeywell SpinCo IP (it being understood that such challenge is the sole remedy available to SpinCo Honeywell in the event Honeywell SpinCo does not grant such license, without regard to whether Honeywell SpinCo has negotiated in good faith).