Common use of Grant of License to Software and Source Code Clause in Contracts

Grant of License to Software and Source Code. Subject to Section 7.1 and Article 8 hereof, Licensor hereby grants to Licensee and its Affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable license, with right of sublicense, under and to all of Licensor’s Intellectual Property Rights embodied in or arising from the Licensor Patents and Applications, Software, Source Code, Licensor Materials and Documentation, to: (i) use, install, reproduce, modify and improve or have improved, make derivative works of, distribute (through multiple tiers of distribution), transmit and display the Software, or have improved and operate the Software by any number of users, on any number of computers, and at any number of sites and to use the Documentation and Licensor Materials in any manner subject to the terms and conditions of this Agreement; (ii) use, modify, enhance, translate, convert, recompile, upgrade and otherwise prepare derivative works of the Source Code; and (iii) make (including the right to practice methods, processes and procedures), have made for Licensee and Licensee’s Affiliates, use, lease, sell, offer for sale and import products. Notwithstanding the foregoing, Licensor does not grant Licensee a license to use or otherwise practice any patents prosecuted by Licensor after the Effective Time that do not constitute a continuation, continuation in part, reissue, re-examination, renewal, extension or division of the patents and applications listed in Schedule 3.15.1(i) of the Merger Agreement.