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Common use of Divestitures Clause in Contracts

Divestitures. Upon any sale, transfer or other divestiture of a Divested Entity by Licensee, Licensee may grant a sublicense, solely within the scope of the licenses granted to Licensee pursuant to Section 3.1 or 3.2, as applicable, to such Divested Entity (or if such Divested Entity is not a corporation, a limited liability company or other legal entity, to the successor, assignee, or acquirer thereof) with respect to (a) any products or services commercially released by such Divested Entity as of the effective date of the sale, transfer or divestiture, (b) any products or services under bona fide development by such Divested Entity as of such effective date, and (c) any natural evolutions of the products and services described in the foregoing clauses (a) or (b); provided that such sublicense shall not extend to any business, products or service of any Person(s) that has(ve) acquired such Divested Entity or any Affiliates of such Person(s) (other than the Divested Entity). Notwithstanding the foregoing, any sublicense granted to a Divested Entity shall terminate automatically and immediately if at any time such Divested Entity becomes an Affiliate of any Excluded Entity.

Appears in 3 contracts

Samples: Patent Assignment and License Agreement (LSC Communications, Inc.), Patent Assignment and License Agreement (RR Donnelley & Sons Co), Patent Assignment and License Agreement (LSC Communications, Inc.)

Divestitures. Upon any sale, transfer or other divestiture of a Divested Entity by LicenseeDFS, Licensee DFS may grant a sublicense, solely within the scope of the licenses granted to Licensee DFS pursuant to Section 3.1 or 3.2, as applicable, to such Divested Entity (or if such Divested Entity is not a corporation, a limited liability company or other legal entity, to the successor, assignee, or acquirer thereof) with respect to (a) any products or services commercially released by such Divested Entity as of the effective date of the sale, transfer or divestiture, (b) any products or services under bona fide development by such Divested Entity as of such effective date, and (c) any natural evolutions of the products and services described in the foregoing clauses (a) or (b); provided that such sublicense shall not extend to any business, products or service of any Person(s) that has(ve) acquired such Divested Entity or any Affiliates of such Person(s) (other than the Divested Entity). Notwithstanding the foregoing, any sublicense granted to a Divested Entity shall terminate automatically and immediately if at any time such Divested Entity becomes an Affiliate of any Excluded Entity.

Appears in 3 contracts

Samples: Patent Assignment and License Agreement (RR Donnelley & Sons Co), Patent Assignment and License Agreement (Donnelley Financial Solutions, Inc.), Patent Assignment and License Agreement (Donnelley Financial Solutions, Inc.)