Continuation of Grant-Back relating to Subsequent Transfer. Buyer may sell, assign, transfer, convey, enforce, license, and/or otherwise exploit its right, title or interest in and to the Patent Assets subject to Buyer’s obligations set forth in this Agreement, including any Encumbrances/Prior Licenses described in Section 8.3 hereof. In no event may Buyer sell, assign, transfer and/or convey any right, title or interest in and to the Patent Assets to any third party except as provided in this Section 8.4. Any rights in the Patent Assets assigned by Buyer to its successors, assigns or exclusive licensees (collectively, the “Transferees”) after the Effective Date of this Agreement, whether by sale, license, assignment or other instrument, shall be by their express terms subject to (a) any Encumbrances/Prior Licenses described in Section 8.3, and (b) the Grant-Back and reservation of rights to royalties under Section 2.5 (collectively, the Encumbrances/Prior Licenses and the Grant-Back, “Continuing Licenses”). Buyer agrees and covenants that (i) the Grant-Back shall be binding on any successors, assigns, or purchasers of Buyer, and/or of the Patent Assets (including any successors or assigns or subsequent purchasers of Transferees), (ii) any successors, assigns, or purchasers of Buyer and/or of the Patent Assets (including any successors or assigns or subsequent purchasers of Transferees) shall assume in writing all rights and obligations of Buyer under this Agreement, and (iii) the Continuing Licenses in accordance with their terms. Buyer further agrees to ensure that Seller and its Affiliates are designated as third party beneficiaries with respect to said obligations (including the Continuing Licenses) in all subsequent transfers of rights and assignments affecting any Patent Assets.
