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