Common use of Deliveries; Escrow Clause in Contracts

Deliveries; Escrow. (a) In connection with the Separation, subject to the license grant in Section 2.01(a) of this Agreement, Varian shall have the right to retain (i) each item of Varex Licensed Software and (ii) each of the items listed on Schedule E (the “Varex Deliverable Items”), in each case ((i) and (ii)) in the form, condition and format in which such Varex Licensed Software or Varex Deliverable Item exists as of the Effective Time, and upon Varian’s request (which request must be made no later than 180 days following the Distribution Date), Varex shall provide to Varian a copy of any such Varex Licensed Software or Varex Deliverable Item that is not in Varian’s possession as of the Distribution Date. (b) Subject to the license grant in Section 2.01(b) of this Agreement, no more than 30 days following the Distribution Date, Varian shall provide to Varex (i) each item of Varian Licensed Software and (ii) each of the items listed on Schedule F (the “Varian Deliverable Items”), in each case ((i) and (ii)) in the form, condition and format in which such Varian Licensed Software or Varian Deliverable Item exists as of the Effective Time. (c) If Licensee at any time reasonably believes that a patent issuing after Effective Time contains any claim described in clause (v) of the definition of Varian Licensed Patents (in the case of Varex as Licensee) or clause (v) of the definition of Varex Licensed Patents (in the case of Varian as Licensee), then, upon Licensee’s written request to Licensor identifying such patent, Licensor shall inform Licensee of Licensor’s good faith belief as to whether or not any claims of such patent are described in such clause and, if Licensor believes in good faith that any claims of such patent are described in such clause, provide Licensee with a list of such claims. (d) Subject to Section 2.03(a), Section 2.03(b) and Section 2.03(c) above and clauses (ii) and (iii) of Section 6.1(a) of the Separation and Distribution Agreement, neither Licensor nor any other member of its Group shall have any obligation under this Agreement or the Separation and Distribution Agreement to, or use any efforts to, provide or make available, or cause to be provided or made available, to Licensee or any member of Licensee’s Group any information or materials related to Licensor’s Licensed IP. (e) On or promptly after the Distribution Date, the Parties shall enter into the Attila XXXX, covering one copy of the object code to the Attila Program and one copy of the Attila4MC Module, in each case for (i) a perpetual license, at no charge, and (ii) annual maintenance, at no charge for the initial year and thereafter at Varex’s standard rates. (f) After the Distribution Date, the Parties shall enter into a mutually agreeable escrow arrangement, pursuant to which Varian will place the Acuros CTS source code into escrow. The material terms of the escrow agreement will be set forth on Schedule G. (g) Nothing in this Section 2.03 shall transfer ownership of any Assets or otherwise affect or change the ownership of Assets set forth in the Separation and Distribution Agreement. Without limiting the foregoing, (i) Section 2.03(a) shall not cause any of the Varex Licensed Software or Varex Deliverable Items to be Parent Assets under Section 2.2(b)(i) of the Separation and Distribution Agreement and (ii) Section 2.03(b) shall not cause any of the Varian Licensed Software or Varian Deliverable Items to be Varex Assets under Section 2.2(a)(iv) of the Separation and Distribution Agreement.

Deliveries; Escrow. (a) In connection with the Separation, subject to the license grant in Section 2.01(a) of this Agreement, Varian shall have the right to retain (i) each item of Varex Licensed Software and (ii) each of the items listed on Schedule E (the “Varex Deliverable Items”), in each case ((i) and (ii)) in the form, condition and format in which such Varex Licensed Software or Varex Deliverable Item exists as of the Effective Time, and upon Varian’s request (which request must be made no later than 180 days following the Distribution Date), Varex shall provide to Varian a copy of any such Varex Licensed Software or Varex Deliverable Item that is not in Varian’s possession as of the Distribution Date. (b) Subject to the license grant in Section 2.01(b) of this Agreement, no more than 30 days following the Distribution Date, Varian shall provide to Varex (i) each item of Varian Licensed Software and (ii) each of the items listed on Schedule F (the “Varian Deliverable Items”), in each case ((i) and (ii)) in the form, condition and format in which such Varian Licensed Software or Varian Deliverable Item exists as of the Effective Time. (c) If Licensee at any time reasonably believes that a patent issuing after Effective Time contains any claim described in clause (v) of the definition of Varian Licensed Patents (in the case of Varex as Licensee) or clause (v) of the definition of Varex Licensed Patents (in the case of Varian as Licensee), then, upon Licensee’s written request to Licensor identifying such patent, Licensor shall inform Licensee of Licensor’s good faith belief as to whether or not any claims of such patent are described in such clause and, if Licensor believes in good faith that any claims of such patent are described in such clause, provide Licensee with a list of such claims. (d) Subject to Section 2.03(a), Section 2.03(b) and Section 2.03(c) above and clauses (ii) and (iii) of Section 6.1(a) of the Separation and Distribution Agreement, neither Licensor nor any other member of its Group shall have any obligation under this Agreement or the Separation and Distribution Agreement to, or use any efforts to, provide or make available, or cause to be provided or made available, to Licensee or any member of Licensee’s Group any information or materials related to Licensor’s Licensed IP. (e) On or promptly after the Distribution Date, if they have not done so already, the Parties shall enter into the Attila XXXX, covering one copy of the object code to the Attila Program and one copy of the Attila4MC Module, in each case for (i) a perpetual license, at no charge, and (ii) annual maintenance, at no charge for the initial year and thereafter at Varex’s standard rates. (f) After the Distribution Date, the Parties shall enter into a mutually agreeable escrow arrangement, pursuant to which Varian will place the Acuros CTS source code into escrow. The material terms of the escrow agreement will be set forth on Schedule G. (g) Nothing in this Section 2.03 shall transfer ownership of any Assets or otherwise affect or change the ownership of Assets set forth in the Separation and Distribution Agreement. Without limiting the foregoing, (i) Section 2.03(a) shall not cause any of the Varex Licensed Software or Varex Deliverable Items to be Parent Assets under Section 2.2(b)(i) of the Separation and Distribution Agreement and (ii) Section 2.03(b) shall not cause any of the Varian Licensed Software or Varian Deliverable Items to be Varex Assets under Section 2.2(a)(iv) of the Separation and Distribution Agreement.

Deliveries; Escrow. (a) In connection with the Separation, subject to the license grant in Section 2.01(a) of this Agreement, Varian shall have the right to retain (i) each item of Varex Licensed Software and (ii) each of the items listed on Schedule E (the “Varex Deliverable Items”), in each case ((i) and (ii)) in the form, condition and format in which such Varex Licensed Software or Varex Deliverable Item exists as of the Effective Time, and upon Varian’s request (which request must be made no later than 180 days following the Distribution Date), Varex shall provide to Varian a copy of any such Varex Licensed Software or Varex Deliverable Item that is not in Varian’s possession as of the Distribution Date. (b) Subject to the license grant in Section 2.01(b) of this Agreement, no more than 30 days following the Distribution Date, Varian shall provide to Varex (i) each item of Varian Licensed Software and (ii) each of the items listed on Schedule F (the “Varian Deliverable Items”), in each case ((i) and (ii)) in the form, condition and format in which such Varian Licensed Software or Varian Deliverable Item exists as of the Effective Time. (c) If Licensee at any time reasonably believes that a patent issuing after Effective Time contains any claim described in clause (v) of the definition of Varian Licensed Patents (in the case of Varex as Licensee) or clause (v) of the definition of Varex Licensed Patents (in the case of Varian as Licensee), then, upon Licensee’s written request to Licensor identifying such patent, Licensor shall inform Licensee of Licensor’s good faith belief as to whether or not any claims of such patent are described in such clause and, if Licensor believes in good faith that any claims of such patent are described in such clause, provide Licensee with a list of such claims. (d) Subject to Section 2.03(a), Section 2.03(b) and Section 2.03(c) above and clauses (ii) and (iii) of Section 6.1(a) of the Separation and Distribution Agreement, neither Licensor nor any other member of its Group shall have any obligation under this Agreement or the Separation and Distribution Agreement to, or use any efforts to, provide or make available, or cause to be provided or made available, to Licensee or any member of Licensee’s Group any information or materials related to Licensor’s Licensed IP. (e) On or promptly after the Distribution Date, if they have not done so already, the Parties shall enter into the Attila XXXX, covering one copy of the object code to the Attila Program and one copy of the Attila4MC Module, in each case for (i) a perpetual license, at no charge, and (ii) annual maintenance, at no charge for the initial year and thereafter at Varex’s standard rates. (f) After the Distribution Date, the Parties shall enter into a mutually agreeable escrow arrangement, pursuant to which Varian will place the Acuros CTS source code into escrow. The material terms of the escrow agreement will be set forth on Schedule G. (g) Nothing in this Section 2.03 shall transfer ownership of any Assets or otherwise affect or change the ownership of Assets set forth in the Separation and Distribution Agreement. Without limiting the foregoing, (i) Section 2.03(a) shall not cause any of the Varex Licensed Software or Varex Deliverable Items to be Parent Assets under Section 2.2(b)(i) of the Separation and Distribution Agreement and (ii) Section 2.03(b) shall not cause any of the Varian Licensed Software or Varian Deliverable Items to be Varex Assets under Section 2.2(a)(iv) of the Separation and Distribution Agreement.