Common use of Grants by Company Licensors Clause in Contracts

Grants by Company Licensors. Subject to the terms and conditions of this Agreement, Company, on behalf of itself and its Subsidiaries, agrees to grant, and hereby grants, to the SpinCo Licensees: (a) under the Company Licensed Patents and Company Licensed Other IP: (i) an irrevocable, royalty-free, fully paid-up, exclusive (even as to Company), worldwide license in the SpinCo Field, to make, have made, have, use, sell, offer for sale, import, or otherwise transfer products and services. This license is sublicensable and fully transferrable; an irrevocable, royalty-free, fully paid-up, sole, worldwide license in the Joint Field, excluding the SpinCo Field and the Company Field, to make, have made, have, use, offer to sell and sell, import or otherwise transfer all products and services. This license is non-sublicensable and is non-transferrable without the consent of Company, which will not be unreasonably withheld, except as provided in Section 2.4(b); and SpinCo may assign such license upon SpinCo’s sale of all or substantially all of the assets relating to a SpinCo Business using any of Company Licensed Patents and Company Licensed Other IP, and such assignment shall be limited to the Company Licensed Patents and Company Licensed Other IP necessary for a purchaser to manufacture and sell products in the business acquired and the purchaser agrees in writing to be bound by the terms of this Agreement and any Security Policies governing the use of such Company Licensed Patents and Company Licensed Other IP, including any license limitations. Purchaser must be a SpinCo Qualified Purchaser; and (ii) an irrevocable, royalty-free, fully paid-up, non-exclusive, worldwide license in the Open Field to make, have made, have, use, sell, offer for sale, import, or otherwise transfer products and services. This license is sublicensable and fully transferrable. Any exercise or other exploitation of the Company Licensed Patents or the Company Licensed Other IP by any of the SpinCo Licensees, or any sublicensee thereof (as applicable), outside the scope of the licenses granted herein is expressly prohibited. (b) under the Company Licensed Primary Trade Secrets: (subject to obligations of confidentiality and security specified in Article 5 (Confidentiality) for any and all internal uses in connection with the manufacture of any products of the SpinCo Business by SpinCo Licensees: (i) an irrevocable, royalty-free, fully paid-up, exclusive (even as to Company), worldwide license in the SpinCo Field to make, have, use, offer to sell, sell, import or otherwise transfer all products and services; (ii) an irrevocable, royalty-free, fully paid-up, sole, worldwide license in the Joint Field, excluding the SpinCo Field and the Company Field, to make, have, use, offer to sell, sell, import or otherwise transfer all products and services; and (iii) an irrevocable, royalty-free, fully paid-up, non-exclusive, worldwide license in the Open Field to make, have, use, offer to sell, sell, import or otherwise transfer products and services. All licenses of Section 2.1(b) expressly exclude any have made rights and are non-sublicensable and non-transferrable except as necessary to practice the grants of Section 2.1(c) below. SpinCo may assign such license upon SpinCo’s sale of all or substantially all of the assets relating to a SpinCo Business using any of Company Licensed Primary Trade Secrets, and such assignment shall be limited to the Company Licensed Primary Trade Secrets necessary for a purchaser to manufacture and sell products in the business acquired and the purchaser agrees in writing to be bound by the terms of this Agreement and any Security Policies governing the use of such Licensed Primary Trade Secret, including any license limitations. Purchaser must be a SpinCo Qualified Purchaser. SpinCo Licensee shall be responsible for purchaser’s breach of the Company Primary Licensed Trade Secrets. Any such breach will be subject to Section 4.3. Any exercise or other exploitation of the Company Licensed Primary Trade Secret by any of the SpinCo Licensees, or any assignment thereof (as applicable), outside the scope of the licenses granted herein is expressly prohibited. (c) Under the Company Confidential Manufacturing Information: (i) an exclusive, royalty-free, fully paid-up worldwide license in the SpinCo Field to have, use, import, offer to sell, sell, or otherwise transfer worldwide Company Specialty Products; (ii) an option for an exclusive, royalty-free, fully paid-up license in the SpinCo Field to make (but not have made) Company Specialty Products in the United States, Canada, Australia, the United Kingdom, Japan, or the European Union, provided, however, as a condition precedent to this grant, SpinCo provides Company with SpinCo’s capital allocation plan with confirmation of all requisite SpinCo approvals for each specific Confidential Manufacturing Information. The term of this option is for a period of ten (10) years after the Distribution Date; (iii) an exclusive royalty-free, fully paid-up license in the SpinCo Field to have made, by a SpinCo Qualified Supplier exclusively for SpinCo, Company Specialty Products and all the rights specified in Section 2(c)(i); (iv) a sole, royalty-free, fully paid-up worldwide license in the Joint Field to have, use, import, offer to sell, sell, or otherwise transfer of BWTD sold to the Consumer Healthcare Channel and Animal Care; (v) an option for a sole, royalty-free, fully paid-up license in the Joint Field to make (but not have made) Company Specialty Products for use in BWTD sold to the Consumer Healthcare Channel and Animal Care in the United States, Canada, Australia, the United Kingdom, Japan or the European Union, provided, however, as a condition precedent to this grant, SpinCo provides Company with SpinCo’s capital allocation plan with confirmation of all requisite SpinCo approvals for each specific CMI. The term of this option is for a period of ten (10) years after the Distribution Date; and (vi) a sole royalty-free, fully paid-up license in the Joint Field to have made, by a SpinCo Qualified Supplier exclusively for SpinCo, Company Specialty Products for use in BWTD sold to the Consumer Healthcare Channel and Animal Care and all the rights specified in Section 2(c)(iv).

Grants by Company Licensors. Subject to the terms and conditions of this Agreement, Company, on behalf of itself and its Subsidiaries, agrees to grant, and hereby grants, to the SpinCo Licensees: (a) under the Company Licensed Patents and Company Licensed Other IP: (i) an irrevocable, royalty-free, fully paid-up, exclusive (even as to Company), worldwide license in the SpinCo Field, to make, have made, have, use, sell, offer for sale, import, or otherwise transfer products and services. This license is sublicensable and fully transferrable; ; (ii) an irrevocable, royalty-free, fully paid-up, sole, worldwide license in the Joint Field, excluding the SpinCo Field and the Company Field, to make, have made, have, use, offer to sell and sell, import or otherwise transfer all products and services. This license is non-sublicensable and is non-transferrable without the consent of Company, which will not be unreasonably withheld, except as provided in Section 2.4(b); and SpinCo may assign such license upon SpinCo’s sale of all or substantially all of the assets relating to a SpinCo Business using any of Company Licensed Patents and Company Licensed Other IP, and such assignment shall be limited to the Company Licensed Patents and Company Licensed Other IP necessary for a purchaser to manufacture and sell products in the business acquired and the purchaser agrees in writing to be bound by the terms of this Agreement and any Security Policies governing the use of such Company Licensed Patents and Company Licensed Other IP, including any license limitations. Purchaser must be a SpinCo Qualified Purchaser; and (iiiii) an irrevocable, royalty-free, fully paid-up, non-exclusive, worldwide license in the Open Field to make, have made, have, use, sell, offer for sale, import, or otherwise transfer products and services. This license is sublicensable and fully transferrable. Any exercise or other exploitation of the Company Licensed Patents or the Company Licensed Other IP by any of the SpinCo Licensees, or any sublicensee thereof (as applicable), outside the scope of the licenses granted herein is expressly prohibited. (b) under the Company Licensed Primary Trade Secrets: (subject to obligations of confidentiality and security specified in Article 5 (Confidentiality5) for any and all internal uses in connection with the manufacture of any products of the SpinCo Business by SpinCo Licensees: (i) an irrevocable, royalty-free, fully paid-up, exclusive (even as to Company), worldwide license in the SpinCo Field to make, have, use, offer to sell, sell, import or otherwise transfer all products and services; (ii) an irrevocable, royalty-free, fully paid-up, sole, worldwide license in the Joint Field, excluding the SpinCo Field and the Company Field, to make, have, use, offer to sell, sell, import or otherwise transfer all products and services; and (iii) an irrevocable, royalty-free, fully paid-up, non-exclusive, worldwide license in the Open Field to make, have, use, offer to sell, sell, import or otherwise transfer products and services. All licenses of Section 2.1(b) expressly exclude any have made rights and are non-sublicensable and non-transferrable except as necessary to practice the grants of Section 2.1(c) below. SpinCo may assign such license upon SpinCo’s sale of all or substantially all of the assets relating to a SpinCo Business using any of Company Licensed Primary Trade Secrets, and such assignment shall be limited to the Company Licensed Primary Trade Secrets necessary for a purchaser to manufacture and sell products in the business acquired and the purchaser agrees in writing to be bound by the terms of this Agreement and any Security Policies governing the use of such Licensed Primary Trade Secret, including any license limitations. Purchaser must be a SpinCo Qualified Purchaser. SpinCo Licensee shall be responsible for purchaser’s breach of the Company Primary Licensed Trade Secrets. Any such breach will be subject to Section 4.3. Any exercise or other exploitation of the Company Licensed Primary Trade Secret by any of the SpinCo Licensees, or any assignment thereof (as applicable), outside the scope of the licenses granted herein is expressly prohibited. (c) Under the Company Confidential Manufacturing Information: (i) an exclusive, royalty-free, fully paid-up worldwide license in the SpinCo Field to have, use, import, offer to sell, sell, or otherwise transfer worldwide Company Specialty Products; (ii) an option for an exclusive, royalty-free, fully paid-up license in the SpinCo Field to make (but not have made) Company Specialty Products in the United States, Canada, Australia, the United Kingdom, Japan, or the European Union, provided, however, as a condition precedent to this grant, SpinCo provides Company with SpinCo’s capital allocation plan with confirmation of all requisite SpinCo approvals for each specific Confidential Manufacturing Information. The term of this option is for a period of ten (10) years after the Distribution Date; (iii) an exclusive royalty-free, fully paid-up license in the SpinCo Field to have made, by a SpinCo Qualified Supplier exclusively for SpinCo, Company Specialty Products and all the rights specified in Section 2(c)(i); (iv) a sole, royalty-free, fully paid-up worldwide license in the Joint Field to have, use, import, offer to sell, sell, or otherwise transfer of BWTD sold to the Consumer Healthcare Channel and Animal Care; (v) an option for a sole, royalty-free, fully paid-up license in the Joint Field to make (but not have made) Company Specialty Products for use in BWTD sold to the Consumer Healthcare Channel and Animal Care in the United States, Canada, Australia, the United Kingdom, Japan or the European Union, provided, however, as a condition precedent to this grant, SpinCo provides Company with SpinCo’s capital allocation plan with confirmation of all requisite SpinCo approvals for each specific CMI. The term of this option is for a period of ten (10) years after the Distribution Date; and (vi) a sole royalty-free, fully paid-up license in the Joint Field to have made, by a SpinCo Qualified Supplier exclusively for SpinCo, Company Specialty Products for use in BWTD sold to the Consumer Healthcare Channel and Animal Care and all the rights specified in Section 2(c)(iv).

Grants by Company Licensors. Subject to the terms and conditions of this Agreement, Company, on behalf of itself and its Subsidiaries, agrees to grant, and hereby grants, to the SpinCo Licensees: (a) under the Company Licensed Patents and Company Licensed Other IP: (i) an irrevocable, royalty-free, fully paid-up, exclusive (even as to Company), worldwide license in the SpinCo Field, to make, have made, have, use, sell, offer for sale, import, or otherwise transfer products and services. This license is sublicensable and fully transferrable; ; (ii) an irrevocable, royalty-free, fully paid-up, sole, worldwide license in the Joint Field, excluding the SpinCo Field and the Company Field, to make, have made, have, use, offer to sell and sell, import or otherwise transfer all products and services. This license is non-sublicensable and is non-transferrable without the consent of Company, which will not be unreasonably withheld, except as provided in Section 2.4(b); and SpinCo may assign such license upon SpinCo’s sale of all or substantially all of the assets relating to a SpinCo Business using any of Company Licensed Patents and Company Licensed Other IP, and such assignment shall be limited to the Company Licensed Patents and Company Licensed Other IP necessary for a purchaser to manufacture and sell products in the business acquired and the purchaser agrees in writing to be bound by the terms of this Agreement and any Security Policies governing the use of such Company Licensed Patents and Company Licensed Other IP, including any license limitations. Purchaser must be a SpinCo Qualified Purchaser; and (iiiii) an irrevocable, royalty-free, fully paid-up, non-exclusive, worldwide license in the Open Field to make, have made, have, use, sell, offer for sale, import, or otherwise transfer products and services. This license is sublicensable and fully transferrable. Any exercise or other exploitation of the Company Licensed Patents or the Company Licensed Other IP by any of the SpinCo Licensees, or any sublicensee thereof (as applicable), outside the scope of the licenses granted herein is expressly prohibited. (b) under the Company Licensed Primary Trade Secrets: (subject to obligations of confidentiality and security specified in Article 5 (Confidentiality5) for any and all internal uses in connection with the manufacture of any products of the SpinCo Business by SpinCo Licensees: (i) an irrevocable, royalty-free, fully paid-up, exclusive (even as to Company), worldwide license in the SpinCo Field to make, have, use, offer to sell, sell, import or otherwise transfer all products and services; (ii) an irrevocable, royalty-free, fully paid-up, sole, worldwide license in the Joint Field, excluding the SpinCo Field and the Company Field, to make, have, use, offer to sell, sell, import or otherwise transfer all products and services; and (iii) an irrevocable, royalty-free, fully paid-up, non-exclusive, worldwide license in the Open Field to make, have, use, offer to sell, sell, import or otherwise transfer products and services. All licenses of Section 2.1(b) expressly exclude any have made rights and are non-sublicensable and non-transferrable except as necessary to practice the grants of Section 2.1(c) below. SpinCo may assign such license upon SpinCo’s sale of all or substantially all of the assets relating to a SpinCo Business using any of Company Licensed Primary Trade Secrets, and such assignment shall be limited to the Company Licensed Primary Trade Secrets necessary for a purchaser to manufacture and sell products in the business acquired and the purchaser agrees in writing to be bound by the terms of this Agreement and any Security Policies governing the use of such Licensed Primary Trade Secret, including any license limitations. Purchaser must be a SpinCo Qualified Purchaser. SpinCo Licensee shall be responsible for purchaser’s breach of the Company Primary Licensed Trade Secrets. Any such breach will be subject to Section 4.3. Any exercise or other exploitation of the Company Licensed Primary Trade Secret by any of the SpinCo Licensees, or any assignment thereof (as applicable), outside the scope of the licenses granted herein is expressly prohibited. (c) Under under the Company Confidential Manufacturing Information: (i) an exclusive, royalty-free, fully paid-up worldwide license in the SpinCo Field to have, use, import, offer to sell, sell, or otherwise transfer worldwide Company Specialty Products; (ii) an option for an exclusive, royalty-free, fully paid-up license in the SpinCo Field to make (but not have made) Company Specialty Products in the United States, Canada, Australia, the United Kingdom, Japan, or the European Union, provided, however, as a condition precedent to this grant, , SpinCo provides Company with SpinCo’s capital allocation plan with confirmation of all requisite SpinCo approvals for each specific Confidential Manufacturing Information. The term of this option is for a period of ten (10) years after the Distribution Date; (iii) an exclusive royalty-free, fully paid-up license in the SpinCo Field to have made, by a SpinCo Qualified Supplier exclusively for SpinCo, Company Specialty Products and all the rights specified in Section 2(c)(i); (iv) a sole, royalty-free, fully paid-up worldwide license in the Joint Field to have, use, import, offer to sell, sell, or otherwise transfer of BWTD sold to the Consumer Healthcare Channel and Animal Care; (v) an option for a sole, royalty-free, fully paid-up license in the Joint Field to make (but not have made) Company Specialty Products for use in BWTD sold to the Consumer Healthcare Channel and Animal Care in the United States, Canada, Australia, the United Kingdom, Japan or the European Union, provided, however, as a condition precedent to this grant, SpinCo provides Company with SpinCo’s capital allocation plan with confirmation of all requisite SpinCo approvals for each specific CMI. The term of this option is for a period of ten (10) years after the Distribution Date; and (vi) a sole royalty-free, fully paid-up license in the Joint Field to have made, by a SpinCo Qualified Supplier exclusively for SpinCo, Company Specialty Products for use in BWTD sold to the Consumer Healthcare Channel and Animal Care and all the rights specified in Section 2(c)(iv).