Grant of Know-How License. (a) Upon the terms and subject to the conditions set forth in this Agreement, Delta hereby grants to Ultra a perpetual, non-transferrable, non-assignable, royalty-free limited license to access, use, copy, and make Improvements to the Delta Licensed Know-How in accordance with and as permitted by this Agreement (the “Know-How License”). During the Term, the Know-How License shall be (i) limited solely to the Ultra Field and Shared Field and (ii) exclusive in the Ultra Field (other than and subject to any rights in respect of the Delta Licensed Know-How granted by Delta or any Delta Subsidiaries to any Third Party prior to the date of this Agreement) even as against Delta. (b) Ultra shall not transfer, assign or sublicense, or purport to transfer, assign or sublicense, its rights under the Delta Licensed Know-How other than to Ultra Subsidiaries to the extent required in connection with the operation of the Ultra Business solely in the Ultra Field and Shared Field and in accordance with this Agreement.
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Samples: Intellectual Property Matters Agreement (Perspecta Inc.), Intellectual Property Matters Agreement (DXC Technology Co), Intellectual Property Matters Agreement
