IM Field. Subject to the terms and conditions of this Agreement, effective as of the Closing, Seller hereby grants to Purchaser a worldwide, perpetual, irrevocable, non-terminable, fully paid-up, royalty-free, non-exclusive, transferable (provided that the license set forth in this Section 7.3(b)(ii)(a) is transferable only in its entirety, such that Purchaser retains no rights under such license after such transfer), non-sublicensable (except as set forth in Sections 7.3(b)(ii)(b) and 7.3(d) below) right and license (x) under the Category-4 Patents, to make, have made, use, sell, offer for sale, and import any products, and to practice any claimed method or process within the Category-4 Patents, in each case solely in the IM Field, and (y) under all of Category-4 Intellectual Property, to use such Category-4 Intellectual Property solely in the IM Field and disclose any such Category-4 Intellectual Property to permitted sublicensees for their use solely within the scope of their sublicenses, and to disclose such Category-4 Intellectual Property to its development partners, contractors, manufacturers, resellers, distributors and customers solely for their use in connection with Integrated Metrology Devices of Purchaser.
IM Field. Subject to the terms and conditions of this Agreement, Purchaser hereby grants to Seller, and Seller retains, a worldwide, perpetual, irrevocable, non-terminable, fully paid-up, royalty-free, non-exclusive, transferable, sublicensable right and license (x) under all of Purchaser’s rights in the Category-2 Patents and effective during the period commencing on the Closing and ending on the expiration of the Noncompetition Period, to make and have made prototypes of Integrated Metrology Devices, to use such prototypes solely for research and development thereof, and to practice any claimed method or process within the Category-2 Patents in connection with such research and development, (y) under all of Purchaser’s rights in the Category-2 Patents and effective upon the expiration of the Noncompetition Period, to make, have made, use, sell, offer for sale, and import any product, and to practice any claimed method or process, in each case solely in the IM Field, and (z) under all of Purchaser’s rights in the Category-2 Intellectual Property, to use such Category-2 Intellectual Property solely in the IM Field.
