Common use of Further Limitations on Grant Back License Clause in Contracts

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.

Further Limitations on Grant Back License. 1. The Grant Back License from Purchaser license granted back 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 license granted under 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 otherwisebelow); (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, SxxxxxSeller’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 mxxx or brand name of such successor-in-interest, and to successor versions of such Seller Products designed by or for such successor-in-interest. 3. Seller acknowledges and understands that Purchaser and its Affiliates own or control a substantial number of Patents relating to, among other things, technology that may relate to the Assigned Patents, and that the economics of this Agreement are premised on the understanding that Seller is acquiring no rights to any of Purchaser’s or its Affiliate’s Patents other than the Assigned Patents as expressly set forth in this Section 2.3. Seller agrees that it has no rights to such other Patents, even if such other Patents are deemed necessary for the practice of the Assigned Patents, or are necessarily infringed by the Seller Products.

Further Limitations on Grant Back License. 1. The Grant Back License from Purchaser license granted back 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 license granted under 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 otherwisebelow); (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, SxxxxxSeller’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 xxxx or brand name of such successor-in-interest, and to successor versions of such Seller Products designed by or for such successor-in-interest. 3. Seller acknowledges and understands that Purchaser and its Affiliates own or control a substantial number of Patents relating to, among other things, technology that may relate to the Assigned Patents, and that the economics of this Agreement are premised on the understanding that Seller is acquiring no rights to any of Purchaser’s or its Affiliate’s Patents other than the Assigned Patents as expressly set forth in this Section 2.3. Seller agrees that it has no rights to such other Patents, even if such other Patents are deemed necessary for the practice of the Assigned Patents, or are necessarily infringed by the Seller Products.