Common use of Divested Businesses Clause in Contracts

Divested Businesses. In the event a Party divests a line of business or line of products or services by (a) spinning off a member of its Group by its sale or other disposition to a Third Party, (b) reducing ownership or control in a member of its Group so that it no longer qualifiers as a member of its Group under this Agreement, (c) selling or otherwise transferring such line of business, products or services to a Third Party or (d) forming a joint venture with a Third Party with respect to such line of business, products or services (each such divested entity or line of business, products or services, a “Divested Entity”), the Divested Entity shall retain those licenses granted to it under this Agreement, provided that the license shall be limited to the business, products or services (as applicable) of the Divested Entity as of the date of divestment and such natural development thereof within the Nuance Field of Use (where Nuance is the divesting Party) or SpinCo Field of Use (where SpinCo is the divesting party). The retention of any license grants are subject to the Divested Entity’s and, in the event it is acquired by a Third Party, such Third Party’s execution and delivery to the non-transferring Party, within 90 days of the effective date of such divestment, of a duly authorized, written undertaking, agreeing to be bound by the applicable terms of this Agreement. For the avoidance of doubt, (i) in no event will the licenses retained by a Divested Entity extend to products, services or other activities of a Third Party acquirer existing on or before the date of the divestment, except to the extent that they were licensed under the terms of this Agreement prior to such divestment, and (ii) in the event that a Divested Entity owns any Intellectual Property Rights licensed to the other Party under this Agreement, such Intellectual Property Rights may be transferred or assignment with such Divested Entity subject to the terms and conditions this Agreement.

Divested Businesses. In the event a Party divests a line of business or line of products or services by (a) spinning off a member of its Group by its sale or other disposition to a Third Partythird party, (b) reducing ownership or control in a member of its Group so that it no longer qualifiers qualifies as a member of its Group under this Agreement, or (c) selling or otherwise transferring such a line of business to a third party, and provided that (1) the divested entity/line of business is maintained as a separate corporate entity or the entity/line of business is merged with the acquiring entity but maintained as a separately identifiable line of business, products or services to a Third Party or and (d2) forming a joint venture with a Third Party with respect to such the divested entity/line of business, products business includes at least one marketable product or services service in a product or service line and tangible assets having a net value of at least $25,000,000; (each such divested entity or entity/line of business, products or services, a “Divested Entity”), the Divested Entity shall retain those licenses granted to it under this Agreement, Agreement provided that the license granted shall be limited in the 12 months immediately following such divestiture to the business, a volume of licensed products or services (as applicable) having an aggregate selling price equal to no more than the aggregate selling prices of such products or services by said Divested Entity in the 12 months preceding such divestiture plus 10%; and shall be limited, in each of the Divested Entity as successive 12-month periods following such transfer or spin off, to a volume of licensed products or services having an aggregate selling price equal to no more than the date of divestment and such natural development thereof within limit for the Nuance Field of Use (where Nuance is the divesting Party) or SpinCo Field of Use (where SpinCo is the divesting party)immediately preceding 12-month period plus 10%. The retention of any license grants are subject to the Divested Entity’s and, in the event it is acquired by a Third Partythird party, such Third Partythird party’s execution and delivery to the non-transferring Party, within 90 days of the effective date of such divestmentassignment, of a duly authorized, written undertaking, agreeing to be bound by the applicable terms of this Agreement. For the avoidance of doubt, in no event shall any license retained by a former entity/line of business (as the case may be) by virtue of the divestiture of a Divested Entity (i) in no event will be broader than the licenses retained by originally conveyed to a Divested Entity extend to products, services or other activities of a Third Party acquirer existing on or before the date of the divestment, except to the extent that they were licensed under the terms of this Agreement prior to such divestmentAgreement, and or (ii) apply to any products, product lines, services, apparatus, devices, systems, components, hardware, software, processes, solutions, any combination of the foregoing, or other offerings of any third party acquirer, other than the Conduent Products or the Xerox Products (as the case may be) that were transferred to the former entity/line of business under the divestiture of a Divested Entity, or (iii) convey any further rights under this Section 8.02 after the initial divestiture of a Divested Entity. For the avoidance of doubt, in the event that the divested entity/line of business is not a Divested Entity owns any Intellectual Property Rights licensed Entity, then the licenses granted to the other Party under this Agreement, such Intellectual Property Rights may be transferred or assignment with such Divested Entity subject to divested entity/line of business shall terminate as of the terms and conditions this Agreementdate the divested entity/line of business is divested.

Divested Businesses. In the event a Party divests a line of business or line of products or services by (a) spinning off a member of its Group by its sale or other disposition to a Third Partythird party, (b) reducing ownership or control in a member of its Group so that it no longer qualifiers qualifies as a member of its Group under this Agreement, Agreement or (c) selling or otherwise transferring a member of its Group or a specific brand, business line or product to a third party (each such divested entity/line of business, products or services to a Third Party or (d) forming a joint venture with a Third Party with respect to such line of business, products or services (each such divested entity or line of business, products or services, a “Divested EntityBusiness”), the entity holding the Divested Entity Business, or in the event the Divested Business is acquired by a third party through an acquisition of its assets, such third party, shall (i) retain those licenses granted to it the Divested Business under this Agreement and (ii) continue to grant those licenses granted by such Divested Business under this Agreement, provided that the license shall be limited in each case, subject to the businessother terms of this Agreement and, products or services (as if applicable) of , the Divested Entity as of Trademark Related Agreements, and the date of divestment and such natural development thereof within the Nuance Field of Use (where Nuance is the divesting Party) or SpinCo Field of Use (where SpinCo is the divesting party)DTSA. The retention of any license grants are is subject to the entity holding the Divested Entity’s Business and, in the event it is acquired by a Third Partythird party, such Third Partythird party’s execution and delivery to the non-transferring Party, within 90 ninety (90) days of the effective date of such divestmentassignment, of a duly authorized, written undertaking, agreeing to be bound by the applicable terms of this AgreementAgreement and if applicable, the Trademark Related Agreements, and the DTSA. In the event that the licenses granted to the Divested Business pursuant to Section 8.02(i) also apply to a portion of the non-divested business, the Licensor hereby agrees to grant both Licensee and the entity holding the Divested Business and, in the event it is acquired by a third party, such third party, such licenses, in each case, subject to the other terms of this Agreement and, if applicable, the Trademark Related Agreements, and the DTSA. For the avoidance of doubt, (i) in no event will shall any license by virtue of the divestiture of a Divested Business (x) be broader than the licenses retained by a Divested Entity extend to products, services or other activities of a Third Party acquirer existing on or before the date conveyed in advance of the divestment, except divestiture to the extent that they were licensed a Party under the terms of this Agreement prior Agreement, or (y) apply to such divestmentany products, and product lines, services, apparatus, devices, systems, components, hardware, software, processes, solutions, any combination of the foregoing, or other offerings of any third-party acquirer or its affiliates, other than the Kenvue Products or the J&J Products (iias the case may be) in that were transferred to the event that former entity/line of business under the divestiture of a Divested Entity owns Business or (z) convey any Intellectual Property Rights licensed to the other Party further rights under this Agreement, such Intellectual Property Rights may be transferred or assignment with such Section 8.02 after the initial divestiture of a Divested Entity subject to the terms and conditions this AgreementBusiness.

Divested Businesses. In the event a Party divests a line of business or line of products or services by (a) spinning off a member of its Group Group, including by its sale or other disposition to a Third PartyParty or by its public offering, (b) reducing ownership or control in a member of its Group so that it no longer qualifiers qualifies as a member of its Group under this Agreement, (c) selling or otherwise transferring such line of business, products or services to a Third Party or (d) forming a joint venture with a Third Party with respect to such line of business, products or services (each such divested entity or line of business, products or services, a “Divested Entity”), the Divested Entity shall retain those licenses granted to it under this Agreement; provided, provided however, that the license shall be limited to the business, products or services (as applicable) of the Divested Entity as of the date of divestment and such natural development extensions and evolutions thereof within the Nuance Field of Use (where Nuance is the divesting Party) or SpinCo Field of Use (where SpinCo is or the divesting party)Parent Field of Use, as applicable. The retention of any license grants are subject to the Divested Entity’s and, in the event it is acquired by a Third Party, such Third Party’s execution and delivery to the non-transferring Party, within 90 ninety (90) days of the effective date of such divestment, of a duly authorized, written undertaking, agreeing to be bound by the applicable terms of this Agreement. For the avoidance of doubt, (i) in no event will the licenses retained by a Divested Entity extend to products, services or other activities of a Third Party acquirer existing on or before the date of the divestment, except to the extent that they were licensed under the terms of this Agreement prior to such divestment, divestment and (ii) in the event that a Divested Entity owns any Intellectual Property Rights licensed to the other Party under this Agreement, such Intellectual Property Rights may be transferred or assignment assigned with such Divested Entity subject to the terms and conditions of this Agreement.

Divested Businesses. In the event a Party divests a line of business or line of products or services by by (a) spinning off a member of its Group by its sale or other disposition to a Third Party, (b) reducing ownership or control in a member of its Group so that it no longer qualifiers as a member of its Group under this Agreement, (c) selling or otherwise transferring such line of business, products or services to a Third Party or (d) forming a joint venture with a Third Party with respect to such line of business, products or services (each such divested entity or line of business, products or services, a “Divested Entity”), the Divested Entity shall retain those licenses granted to it under this Agreement, provided that the license shall be limited to the business, products or services (as applicable) of the Divested Entity as of the date of divestment and such natural development thereof within the Nuance Field of Use (where Nuance is the divesting Party) or SpinCo Field of Use (where SpinCo is the divesting party). The retention of any license grants are subject to the Divested Entity’s and, in the event it is acquired by a Third Party, such Third Party’s execution and delivery to the non-transferring Party, within 90 days of the effective date of such divestment, of a duly authorized, written undertaking, agreeing to be bound by the applicable terms of this Agreement. For the avoidance of doubt, (i) in no event will the licenses retained by a Divested Entity extend to products, services or other activities of a Third Party acquirer existing on or before the date of the divestment, except to the extent that they were licensed under the terms of this Agreement prior to such divestment, and (ii) in the event that a Divested Entity owns any Intellectual Property Rights licensed to the other Party under this Agreement, such Intellectual Property Rights may be transferred or assignment with such Divested Entity subject to the terms and conditions this Agreement.