Common use of Assignment of Intellectual Property Licenses Clause in Contracts

Assignment of Intellectual Property Licenses. JDSU agrees to, and agrees to cause its Subsidiaries to, assign and convey to Lumentum, the Transferred Licenses, subject to the terms, conditions, and restrictions of each Transferred License. JDSU and Lumentum will use their best efforts to seek and obtain the consent of any Third Party necessary for the transfer of any of the Transferred Licenses, and JDSU and Lumentum shall bear equal responsibility for any consideration necessary for their transfer. For the avoidance of doubt, and subject to the terms and conditions of the Transferred Licenses, upon the assignment and conveyance of the Transferred Licenses to Lumentum, Lumentum shall succeed to all of the rights, responsibilities, duties, obligations, and liabilities of JDSU and JDSU’s Affiliates under each such Transferred License, including, without limitation, any liabilities arising under such Transferred License prior to the date of such assignment and conveyance, which liabilities shall be determined pursuant to the CONTRIBUTION AGREEMENT.

Assignment of Intellectual Property Licenses. JDSU Lumentum agrees to, and agrees to cause its Subsidiaries to, assign and convey to LumentumJDSU, the Transferred Excluded Licenses, subject to the terms, conditions, and restrictions of each Transferred Excluded License. Lumentum and JDSU and Lumentum will use their best efforts to seek and obtain the consent of any Third Party necessary for the transfer of any of the Transferred Excluded Licenses, and Lumentum and JDSU and Lumentum shall bear equal responsibility for any consideration necessary for their transfer. For the avoidance of doubt, and subject to the terms and conditions of the Transferred Excluded Licenses, upon the assignment and conveyance of the Transferred Excluded Licenses to LumentumJDSU, Lumentum JDSU shall succeed to all of the rights, responsibilities, duties, obligations, and liabilities of JDSU Lumentum and JDSULumentum’s Affiliates under each such Transferred Excluded License, including, without limitation, any liabilities arising under such Transferred Excluded License prior to the date of such assignment and conveyance, which liabilities shall be determined pursuant to the CONTRIBUTION AGREEMENT.