Further Limitations on Grant Back License. 1. The Grant Back License from Purchaser to Seller and its Subsidiaries is expressly set forth in Section 2.3 above and no other licenses, authorizations or rights are granted or conveyed, whether expressly or by implication or otherwise, all of which are expressly disclaimed.
2. Notwithstanding anything to the contrary, the Grant Back License of Section 2.3: (i) excludes the right to grant sublicenses; (ii) is non-transferable and non-assignable (except in the event of a Change of Control as set forth below)(by operation of law or otherwise); (iii) excludes the right to further place any Encumbrance on the Assigned Patents; (iv) excludes any covenant, license (except for the grants expressly set forth in Section 2.3(a) above), authorization, or other right, express or implied or by estoppel or otherwise, to make, have made, import, use, offer to sell, sell and otherwise dispose of any products other than Seller Products (even if such products are used in combination with Seller Products as described and limited by Section 2.3); (v) does not include the right under any Assigned Patent to manufacture or have manufactured products or Seller Products as a foundry or contract manufacturer for a third party, or to otherwise manufacture, sell, or otherwise distribute products or Seller Products for or on behalf of any third parties, or to otherwise sell, lease or transfer any product without material modification back to the same supplier or customer or an affiliate thereof; and (vi) shall not be deemed or construed to grant, make or constitute any license, covenant, immunity, authorization or right, whether by implication, estoppel, acquiescence, reliance or otherwise, with respect to any activities that Seller undertakes for or on behalf of any third party where the purpose of such third party choosing Seller is obtaining rights under one or more Assigned Patents (i.e., patent laundering). In the event of a Change of Control, Sxxxxx’s successor-in-interest shall continue to hold the license granted under Section 2.3, but only as it relates to Seller Products in existence as of the time of such Change of Control, as may carry the trademark, service mark or brand name of such successor-in-interest, and to successor versions of such Seller Products designed by or for such successor-in-interest.
