Common use of General License Clause in Contracts

General License. (i) PGG, as a capital contribution, hereby grants to BWXT a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6), to use and exploit the Patents set forth on Schedule 5.2(a)(i) (the “PGG General Patents”) for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field, including the right to make, have made, use, lease, sell, offer for sale, and import products and services utilizing the PGG General Patents; provided, however, the foregoing license shall not extend to (i) PGG General Patents to the extent the licensing of same to BWXT would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to PGG or any member of the SpinCo Group for payments to such Third Party or (ii) any Intellectual Property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date. (ii) BWXT hereby grants to PGG a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6), to use and exploit the Patents set forth on Schedule 5.2(a)(ii) (the “BWXT General Patents”) for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field, including the right to make, have made, use, lease, sell, offer for sale, and import products and services utilizing the BWXT General Patents; provided, however, the foregoing license shall not extend to (i) BWXT General Patents to the extent the licensing of same to PGG would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to PGG or any member of the SpinCo Group for payments to such Third Party or (ii) any Intellectual Property not owned by one or more members of the RemainCo Group, or as to which no member of the RemainCo Group has the right to grant sublicenses, as of the Effective Date.

General License. (i) PGG, as a capital contribution, Canada Thermal hereby grants to BWXT Canada Nuclear a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6), to use and exploit the Patents set forth on Schedule 5.2(a)(i) (the “PGG Canada Thermal General Patents”) for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field, including the right to make, have made, use, lease, sell, offer for sale, and import products and services utilizing the PGG Canada Thermal General Patents; provided, however, the foregoing license shall not extend to (i) PGG Canada Thermal General Patents to the extent the licensing of same to BWXT Canada Nuclear would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to PGG Canada Thermal or any member of the SpinCo Group for payments to such Third Party or (ii) any Intellectual Property not owned by one or more members of the SpinCo Group, or as to which no member of the SpinCo Group has the right to grant sublicenses, as of the Effective Date. (ii) BWXT Canada Nuclear hereby grants to PGG Canada Thermal a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license with the right to grant sublicenses (solely as set forth in Section 5.6), to use and exploit the Patents set forth on Schedule 5.2(a)(ii) (the “BWXT Canada Nuclear General Patents”) for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in the SpinCo Core Field, including the right to make, have made, use, lease, sell, offer for sale, and import products and services utilizing the BWXT Canada Nuclear General Patents; provided, however, the foregoing license shall not extend to (i) BWXT Canada Nuclear General Patents to the extent the licensing of same to PGG Canada Thermal would constitute a breach of an agreement with any Third Party executed prior to the Effective Date or result in any expense to PGG Canada Thermal or any member of the SpinCo Group for payments to such Third Party or (ii) any Intellectual Property not owned by one or more members of the RemainCo Group, or as to which no member of the RemainCo Group has the right to grant sublicenses, as of the Effective Date.