Common use of Intellectual Property License Clause in Contracts

Intellectual Property License. (a) To the extent that the Transferred Intellectual Property includes Patent Rights and Trade Secrets which are necessary for the Excluded Business (“Excluded Business IP”), Buyer hereby grants to Seller Parent and its Affiliates (such grant to become effective at the Closing) a perpetual, royalty-free, fully paid up, non-exclusive, non-transferable and non-sublicensable (except as provided in sub-paragraph (c) below) license to use and otherwise exploit the Excluded Business IP solely in connection with the operation of the Excluded Business. (b) Seller Parent agrees not to disclose to any third party any Trade Secrets or other confidential information included in the Excluded Business IP, treating such Excluded Business IP in the same manner (but in no event using less than a commercially reasonable degree of care) as Seller Parent treats other similarly sensitive Intellectual Property owned by Seller Parent; provided, however that Seller Parent may make such information available (i) to potential acquirors, licensees or transferees in connection with the proposed sale, license or other transfer of all or any part of the Excluded Business or (ii) to any third party vendor, in each case provided that such information is made available to such Person pursuant to a customary confidentiality agreement and provided that Seller Parent remains liable to Buyer for any breach of such confidentiality agreements. (c) The license granted to Seller Parent pursuant to this Section 6.14 may not be assigned, sublicensed or otherwise transferred by Seller Parent without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that without such consent, Seller Parent may assign, sublicense or otherwise transfer its rights and obligations under this Section 6.14 to an Affiliate or to a third party in connection with a sale or transfer of substantially all of the assets related to the Excluded Business (whether by sale of assets, stock, merger or otherwise) and the license may be sublicensed to third party vendors performing research, development, supply or similar activities for the Excluded Business as are customary in the industry. The license granted pursuant to this Section 6.14 shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns. Any attempted assignment or transfer in violation of this license granted pursuant to this Section 6.14 shall be void ab initio.

Intellectual Property License. (a) To the extent that the Transferred Intellectual Property includes Patent Rights and Trade Secrets which are necessary for the Excluded Business (“Excluded Business IP”), Buyer 8.1 The Purchaser hereby grants to Seller Parent Agent, effective as of the Closing Date and its Affiliates ending on the Sale Termination Date (such grant to become effective at or, in the Closing) a perpetualcase of Remaining Merchandise and XXXX Inventory, royalty-freeonce sold), fully paid upan irrevocable, non-exclusivetransferable, non-transferable royalty free license and non-sublicensable (except as provided in sub-paragraph (c) below) license right to use all Acquired IP and otherwise exploit the Excluded Business IP solely Customer Lists that constitute Acquired Assets in connection with the operation Sale, subject to reasonable restrictions requested by the Purchaser in order for the Purchaser to comply with its privacy policy (as well as Merchant’s privacy policy) and applicable laws governing the use and dissemination of confidential consumer personal data (including those applicable to the Purchaser pursuant to Section 6.2 of this Letter Agreement). Without limiting the generality of the foregoing, Agent shall be authorized to use the Intellectual Property and Customer Lists included as Acquired Assets to sell or otherwise dispose of the Merchandise (including (without limitation) the Remaining Merchandise), the XXXX Inventory, Owned FF&E (to the extent not set forth on Schedule 2.1(c) to this Letter Agreement), Excluded BusinessGoods, and Owned DC FF&E and otherwise advertise and promote the Sale, including (without limitation) the use of the trade names, logos, e-mail lists, customer lists, and e-commerce sites (including (without limitation) websites and social media sites such as Facebook and Twitter), all in accordance with the license to use such Acquired Assets granted to the Agent by the Merchant under the Agency Agreement subject to such reasonable quality control requirements mutually acceptable to the Purchaser and Agent. (b) Seller Parent agrees not 8.2 With respect to disclose Remaining Merchandise and XXXX Inventory, the Purchaser hereby grants the Agent the right to any third party any Trade Secrets or sell such Remaining Merchandise and XXXX Inventory on a wholesale basis with all logos, tags, and other confidential information included in intellectual property intact and grant purchasers thereof the Excluded Business IPright to sell such Remaining Merchandise and XXXX Inventory with such logos, treating tags, and other intellectual property intact and advertise the sale of such Excluded Business IP in the same manner (but in no event using less than a commercially reasonable degree of care) Remaining Merchandise and XXXX Inventory as Seller Parent treats other similarly sensitive Intellectual Property owned by Seller Parent; provided, however that Seller Parent may make such information available (i) to potential acquirors, licensees or transferees in connection “Authentic xXXxX*s Branded Goods”. 8.3 All goodwill associated with the proposed sale, license or other transfer of all or any part use of the Excluded Business or (ii) to any third party vendor, in each case provided that such information is made available to such Person pursuant to a customary confidentiality agreement and provided that Seller Parent remains liable to Buyer for any breach of such confidentiality agreements. (c) The license granted to Seller Parent pursuant to this Section 6.14 may not be assigned, sublicensed or otherwise transferred by Seller Parent without the prior written consent of Buyer, which consent Acquired Assets shall not be unreasonably withheld, conditioned or delayed; provided, that without such consent, Seller Parent may assign, sublicense or otherwise transfer its rights and obligations under this Section 6.14 to an Affiliate or to a third party in connection with a sale or transfer of substantially all of the assets related to the Excluded Business (whether by sale of assets, stock, merger or otherwise) and the license may be sublicensed to third party vendors performing research, development, supply or similar activities for the Excluded Business as are customary in the industry. The license granted pursuant to this Section 6.14 shall be binding upon and inure to the benefit of the parties hereto Purchaser. 8.4 For the avoidance of doubt, “Intellectual Property” shall exclude software licenses relating solely to the operation of the Debtors’ Stores. 8.5 To the extent the Transition Services Agreement, or any similar type of agreement, transfers to the Purchaser any software that the Debtors still require in order to conduct the wind down of their operations, the Purchaser agrees that it will license such software back to the Debtors at no charge until the closing of the Chapter 11 Cases or as otherwise agreed to in writing by the Purchaser and their respective permitted successors and permitted assigns. Any attempted assignment or transfer in violation of this license granted pursuant to this Section 6.14 shall be void ab initiothe Debtors.

Intellectual Property License. (a) To the extent that the Transferred Intellectual Property includes Patent Rights and Trade Secrets which are necessary Solely for the Excluded Business purpose of enabling Bank to exercise rights and remedies under this Section 8 and the other Loan Documents, each Loan Party hereby irrevocably (“Excluded Business IP”), Buyer hereby until all Secured Obligations other than inchoate indemnity obligations are repaid in full in cash) grants to Seller Parent Bank, and its Affiliates (such grant to become effective at the Closing) designees a perpetual, royalty-free, fully paid up, non-exclusive, non-transferable worldwide and non-sublicensable (except as provided in sub-paragraph (c) below) license and right to use use, practice and otherwise exploit (consistent with all Applicable Law), exercisable without payment of royalty, rent or other compensation, any of Collateral consisting of Intellectual Property (including Trademarks, trade names, the Excluded Business IP Platform and any related services, product, technology, deliverable or software related to such services, including any third-party subcontractor’s product, technology, deliverable or software, provided that such use is limited solely to Borrower’s program with Approved Capital Partners relating to Originated Customer Loans) now or hereafter owned by or licensed to Bank, in order for Bank, and its designees, solely in connection with the operation exercise by Bank of the Excluded Businessremedies provided to it pursuant to the Loan Documents with respect to the Collateral, to purchase, use, market, reproduce, repossess, possess, store, assemble, manufacture, complete, process, ship, supply, lease, sell, offer to sell, import, export, transfer, distribute or otherwise dispose of any asset included in the Collateral after the occurrence, and solely during the continuation of, an Event of Default, including in connection with the liquidation, disposition or realization upon the Collateral in accordance with the terms and conditions of the Loan Documents, to the extent that such non-exclusive license and right (i) subject to the following sentence, does not violate the express terms of any agreement between such Loan Party and a third party concerning such Intellectual Property purported in this paragraph to be subject to such non-exclusive license and right, or give such third party any right of acceleration, modification, termination or cancellation therein and (ii) is not prohibited by any Applicable Law. The license granted pursuant hereto shall be exercisable solely after the occurrence, and solely during the continuation of, an Event of Default. (b) Seller Parent agrees not to disclose to any third party any Trade Secrets If the grant of such non-exclusive license and right or other confidential information included in the Excluded Business IP, treating exercise of such Excluded Business IP in the same manner (but in no event using less than a commercially reasonable degree of care) as Seller Parent treats other similarly sensitive Intellectual Property owned by Seller Parent; provided, however that Seller Parent may make such information available (i) to potential acquirors, licensees or transferees non-exclusive license and right in connection with the proposed liquidation, disposition or realization upon the Collateral in accordance with the terms and conditions of the Loan Documents would violate the express terms of any agreement between a Loan Party and a third party concerning such intellectual property purported in this paragraph to be subject to such non-exclusive license and right, or give such third party any right of acceleration, modification, termination or cancellation therein, such Loan Party shall, at Bank’s reasonable request, use commercially reasonable efforts to obtain all third-party consents required to permit such grant or exercise (as applicable) of such non-exclusive license and right and shall pay all reasonable out-of-pocket expenses in connection with obtaining any such consents, and such non-exclusive license and right shall be deemed effective to the fullest extent permitted without causing such a breach. Each Loan Party shall agree, and shall cause each successor thereof to agree, that any assignment, sale, license transfer or other transfer disposition of all or any part of the Excluded Business Collateral consisting of Intellectual Property (whether by foreclosure or (iiotherwise) will be subject to any third party vendorthe rights of Bank, in each case provided that such information is made available to such Person pursuant to a customary confidentiality agreement and provided that Seller Parent remains liable to Buyer for any breach of such confidentiality agreementsits designees as set forth above. (c) The license granted In connection with the immediately preceding paragraph, Bank shall agree to Seller Parent pursuant to this Section 6.14 may not be assigned, sublicensed or otherwise transferred by Seller Parent without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that without such consent, Seller Parent may assign, sublicense or otherwise transfer its rights and obligations under this Section 6.14 to an Affiliate or to a third party take all commercially reasonable actions in connection with its exercise of such license to protect the Loan Parties’ rights and interest in the Collateral consisting of Intellectual Property. To the extent that Bank exercises such license with respect to a sale Loan Party’s trademarks, (i) Bank shall ensure that all uses of such trademarks meet quality standards substantially equivalent to or transfer of substantially all of the assets related stricter than those high standards maintained by such Loan Party immediately prior to the Excluded Business (whether by sale effective date of assets, stock, merger or otherwise) such license and the license may be sublicensed to third party vendors performing research, development, supply or similar activities for the Excluded Business as are customary in the industry. The license granted pursuant to this Section 6.14 all goodwill arising from such use shall be binding upon and inure to the sole benefit of such Loan Party and (ii) Bank shall not use the parties hereto trademarks in a manner that detracts from the goodwill associated therewith. Bank shall take all reasonable steps under the circumstances to protect any confidential information or trade secrets licensed hereunder. (d) Each Loan Party will reasonably cooperate with Bank and their respective permitted successors its agents, representatives and permitted assigns. Any attempted assignment or transfer designees in violation of this license granted pursuant allowing Bank to this Section 6.14 shall be void ab initioexercise the foregoing rights.

Intellectual Property License. (a) To the extent that the Transferred Intellectual Property includes Patent Rights The Services incorporate and Trade Secrets which are necessary for the Excluded Business (“Excluded Business IP”), Buyer hereby grants to Seller Parent include certain intellectual property rights of CBTS and its Affiliates licensors, embodied in hardware, software, documentation, support and employee expertise (such grant "Intellectual Property"). For the Term of, and for purposes of, the applicable Related Agreement for Services, in addition to become effective at any licensing terms set out in a XXXX applicable to the Closing) Intellectual Property, Customer shall have a perpetual, royalty-free, fully paid uplimited, non-exclusive, non-transferable and non-sublicensable (except as provided in license to this Intellectual Property solely for Customer’s use of the Services. The Intellectual Property or any derivative or by- product thereof may not be used, sub-paragraph licensed, re-sold, rented, or distributed by Customer to any other party. Customer hereby agrees that it will not: (ci) belowdecompile, reverse engineer, disassemble, or otherwise reduce the Intellectual Property to a human-perceivable form; (ii) license to use and otherwise exploit the Excluded Business IP solely in connection with the operation modify, destroy, rent, lease, loan, sell, or distribute all or any part of the Excluded Business. Intellectual Property; (biii) Seller Parent agrees not create derivative works based in whole or in part upon the Intellectual Property; (iv) subject to Ohio’s Public Records Act, disclose to any third party any Trade Secrets unique ideas or other confidential information included elements developed by CBTS which are reflected in the Excluded Business IPServices, treating the manner by which the Services operate, or the content of the Services; (v) assist the development of competing Services using the Intellectual Property, or (vi) knowingly permit any other firm or individual to take or perform any action that Customer, in this Section, has agreed not to take. Customer shall have no right, title or interest in or to any network address or identifier (such Excluded Business as IP address or host name) that CBTS uses in the same manner (but course of providing Services to the Customer and agrees that CBTS may change any such address or identifier by providing notice to Customer. CBTS shall have no ownership rights in no event any content or data Customer transmits or stores using less than a commercially reasonable degree of care) as Seller Parent treats other similarly sensitive Intellectual Property owned by Seller Parent; providedthe Services, however Customer acknowledges that Seller Parent CBTS may make such information available (i) to potential acquirors, licensees remove content or transferees in connection with data from the proposed sale, license or other transfer of all or any part of the Excluded Business or (ii) to any third party vendor, in each case provided that such information is made available to such Person Services if required pursuant to applicable law. To the extent that the Services require CBTS to have access to Customer’s intellectual property, Customer grants CBTS a customary confidentiality agreement royalty-free, transferable and provided that Seller Parent remains liable sub-licensable license to Buyer for any breach of such confidentiality agreements. (c) The license granted to Seller Parent pursuant to this Section 6.14 may not be assigned, sublicensed or otherwise transferred by Seller Parent without use the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that without such consent, Seller Parent may assign, sublicense or otherwise transfer its rights and obligations under this Section 6.14 to an Affiliate or to a third party in connection with a sale or transfer of substantially all of the assets related to the Excluded Business (whether by sale of assets, stock, merger or otherwise) and the license may be sublicensed to third party vendors performing research, development, supply or similar activities Customer’s intellectual property solely for the Excluded Business as are customary in purposes of providing the industry. The license granted pursuant to this Section 6.14 shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns. Any attempted assignment or transfer in violation of this license granted pursuant to this Section 6.14 shall be void ab initioServices.

Intellectual Property License. (a) To the extent that the Transferred Intellectual Property includes Patent Rights and Trade Secrets which are necessary Solely for the Excluded Business purpose of enabling Bank to exercise rights and remedies under this Section 8 and the other Loan Documents, Borrower hereby irrevocably (“Excluded Business IP”), Buyer hereby until all Obligations other than inchoate indemnity obligations are repaid in full in cash) grants to Seller Parent Bank, and its Affiliates (such grant to become effective at the Closing) designees a perpetual, royalty-free, fully paid up, non-exclusive, non-transferable worldwide and non-sublicensable (except as provided in sub-paragraph (c) below) license and right to use use, practice and otherwise exploit (consistent with all Applicable Law), exercisable without payment of royalty, rent or other compensation, any of Collateral consisting of Intellectual Property (including Trademarks, trade names, the Excluded Business IP Platform and any related services, product, technology, deliverable or software related to such services, including any third-party subcontractor’s product, technology, deliverable or software, provided that such use is limited solely to Borrower’s program with Approved Capital Partners relating to Originated Customer Loans) now or hereafter owned by or licensed to Bank, in order for Bank, and its designees, solely in connection with the operation exercise by Bank of the Excluded Businessremedies provided to it pursuant to the Loan Documents with respect to the Collateral, to purchase, use, market, reproduce, repossess, possess, store, assemble, manufacture, complete, process, ship, supply, lease, sell, offer to sell, import, export, transfer, distribute or otherwise dispose of any asset included in the Collateral after the occurrence, and solely during the continuation of, an Event of Default, including in connection with the liquidation, disposition or realization upon the Collateral in accordance with the terms and conditions of the Loan Documents, to the extent that such non-exclusive license and right (i) subject to the following sentence, does not violate the express terms of any agreement between Borrower and a third party concerning such Intellectual Property purported in this paragraph to be subject to such non-exclusive license and right, or give such third party any right of acceleration, modification, termination or cancellation therein and (ii) is not prohibited by any Applicable Law. The license granted pursuant hereto shall be exercisable solely after the occurrence, and solely during the continuation of, an Event of Default. (b) Seller Parent agrees not to disclose to any third party any Trade Secrets If the grant of such non-exclusive license and right or other confidential information included in the Excluded Business IP, treating exercise of such Excluded Business IP in the same manner (but in no event using less than a commercially reasonable degree of care) as Seller Parent treats other similarly sensitive Intellectual Property owned by Seller Parent; provided, however that Seller Parent may make such information available (i) to potential acquirors, licensees or transferees non- exclusive license and right in connection with the proposed saleliquidation, license disposition or other transfer of all or any part realization upon the Collateral in accordance with the terms and conditions of the Excluded Business or (ii) to Loan Documents would violate the express terms of any third party vendor, in each case provided that such information is made available to such Person pursuant to a customary confidentiality agreement between Borrower and provided that Seller Parent remains liable to Buyer for any breach of such confidentiality agreements. (c) The license granted to Seller Parent pursuant to this Section 6.14 may not be assigned, sublicensed or otherwise transferred by Seller Parent without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that without such consent, Seller Parent may assign, sublicense or otherwise transfer its rights and obligations under this Section 6.14 to an Affiliate or to a third party concerning such intellectual property purported in this paragraph to be subject to such non-exclusive license and right, or give such third party any right of acceleration, modification, termination or cancellation therein, Borrower shall, at Bank’s reasonable request, use commercially reasonable efforts to obtain all third-party consents required to permit such grant or exercise (as applicable) of such non-exclusive license and right and shall pay all reasonable out-of-pocket expenses in connection with obtaining any such consents, and such non-exclusive license and right shall be deemed effective to the fullest extent permitted without causing such a sale breach. Borrower shall agree, and shall cause each successor thereof to agree, that any assignment, sale, transfer or transfer other disposition of substantially all any of the assets related to the Excluded Business Collateral consisting of Intellectual Property (whether by sale of assets, stock, merger foreclosure or otherwise) and the license may will be sublicensed to third party vendors performing research, development, supply or similar activities for the Excluded Business as are customary in the industry. The license granted pursuant to this Section 6.14 shall be binding upon and inure subject to the benefit rights of the parties hereto Bank, and their respective permitted successors and permitted assigns. Any attempted assignment or transfer in violation of this license granted pursuant to this Section 6.14 shall be void ab initioits designees as set forth above.

Intellectual Property License. (a) To the extent that the Transferred Intellectual Property includes Patent Rights and Trade Secrets which are necessary for the Excluded Business (“Excluded Business IP”), Buyer You hereby grants to Seller Parent and its Affiliates (such grant to become effective at the Closing) us and our affiliated companies a perpetual, royalty-free, fully paid upworldwide, non-exclusive, non-per- petual, irrevocable, royalty free and transferable license to exercise any and non-sublicensable all intel- lectual property rights you have in any content that you have uploaded using or is directly or indirectly derived from using our Services. To the extent permitted under applicable law, you waive your right to enforce against us or our affiliates your intel- lectual property rights in that content in connection with our Services. You represent and warrant that for all content you provide while using our Services, (except as provided in sub-paragraph a) you own or otherwise have the right to use all intellectual property rights; (b) that such content is accurate; and (c) belowthat use of any such content (including derivative works thereof) license to use by us or our affiliated companies is in compliance with this User Agreement and otherwise exploit does not and will not infringe any intellectual property rights of any third party. You will at your expense, defend and indemnify us and our affiliated companies from and against any and all loss, cost, expense, damage, claim, demand, or liability, including reasonable attorney and professional fees and costs, and the Excluded Business IP solely cost of settlement, compromise, judgment, or verdict incurred arising out of, resulting from, or occurring in connection with the operation of the Excluded Business. any: (a) alleged patent, copyright, or trademark infringement; (b) Seller Parent agrees alleged unlawful disclosure, use, or misappropriation of a trade secret; (c) allegation of and/or failure to provide updates to software deliverables to mitigate the risk of vulnerability; or (d) alleged violation of any other third-party intellectual property right, and from expenses incurred by us in defense of such suit, claim, or proceeding if you do not undertake the defense thereof. You will have the right to disclose to conduct the defense of any third party any Trade Secrets such claim or other confidential information included in the Excluded Business IPaction and, treating such Excluded Business IP in the same manner (but consistent with our rights hereunder, all negotiations for its settlement. But in no event using less than a commercially reasonable degree of care) as Seller Parent treats other similarly sensitive Intellectual Property owned by Seller Parent; provided, however that Seller Parent may make such information available (i) to potential acquirors, licensees or transferees in connection with the proposed sale, license or other transfer of all or will you enter into any part of the Excluded Business or (ii) to any third party vendor, in each case provided that such information is made available to such Person pursuant to a customary confidentiality agreement and provided that Seller Parent remains liable to Buyer for any breach of such confidentiality agreements. (c) The license granted to Seller Parent pursuant to this Section 6.14 may not be assigned, sublicensed or otherwise transferred by Seller Parent settlement without the our prior written consent of Buyerconsent, which consent shall will not be unreasonably withheld. We may participate in a defense or negotiations to protect its interests. If an infringement claim is upheld or is reasonably believed by us to be upheld, conditioned or delayed; providedif any injunction or restraining order is issued, you will, at your expense, either obtain for us the right to continue using the content you uploaded or replace or modify content to make it non-infringing, provided that without the replacement or modification is acceptable to us. You shall also indemnify our customers and agents for such consent, Seller Parent may assign, sublicense or otherwise transfer its rights infringement if and obligations under this Section 6.14 to an Affiliate or to a third party in connection with a sale or transfer of substantially all of the assets related to the Excluded Business (whether by sale of assetsextent that we have agreed to so indemnify them, stock, merger or otherwise) but to no greater extent than you indemnify us herein and under the license may be sublicensed to third party vendors performing research, development, supply or similar activities for the Excluded Business same conditions as are customary in the industry. The license granted pursuant to this Section 6.14 shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns. Any attempted assignment or transfer in violation of this license granted pursuant to this Section 6.14 shall be void ab initioset forth herein.

Intellectual Property License. (a) To the extent that the Transferred Intellectual Property includes Patent Rights and Trade Secrets which are necessary Solely for the Excluded Business purpose of enabling Bank to exercise rights and remedies under this Section 8 and the other Loan Documents, Borrower hereby irrevocably (“Excluded Business IP”), Buyer hereby until all Obligations other than inchoate indemnity obligations are repaid in full in cash) grants to Seller Parent Bank, and its Affiliates (such grant to become effective at the Closing) designees a perpetual, royalty-free, fully paid up, non-exclusive, non-transferable worldwide and non-sublicensable (except as provided in sub-paragraph (c) below) license and right to use use, practice and otherwise exploit (consistent with all Applicable Law), exercisable without payment of royalty, rent or other compensation, any of Collateral consisting of Intellectual Property (including Trademarks, trade names, the Excluded Business IP Platform and any related services, product, technology, deliverable or software related to such services, including any third-party subcontractor’s product, technology, deliverable or software, provided that such use is limited solely to Borrower’s program with Approved Capital Partners relating to Originated Customer Loans) now or hereafter owned by or licensed to Bank, in order for Bank, and its designees, solely in connection with the operation exercise by Bank of the Excluded Businessremedies provided to it pursuant to the Loan Documents with respect to the Collateral, to purchase, use, market, reproduce, repossess, possess, store, assemble, manufacture, complete, process, ship, supply, lease, sell, offer to sell, import, export, transfer, distribute or otherwise dispose of any asset included in the Collateral after the occurrence, and solely during the continuation of, an Event of Default, including in connection with the liquidation, disposition or realization upon the Collateral in accordance with the terms and conditions of the Loan Documents, to the extent that such non-exclusive license and right (i) subject to the following sentence, does not violate the express terms of any agreement between Borrower and a third party concerning such Intellectual Property purported in this paragraph to be subject to such non-exclusive license and right, or give such third party any right of acceleration, modification, termination or cancellation therein and (ii) is not prohibited by any Applicable Law. The license granted pursuant hereto shall be exercisable solely after the occurrence, and solely during the continuation of, an Event of Default. (b) Seller Parent agrees not to disclose to any third party any Trade Secrets If the grant of such non-exclusive license and right or other confidential information included in the Excluded Business IP, treating exercise of such Excluded Business IP in the same manner (but in no event using less than a commercially reasonable degree of care) as Seller Parent treats other similarly sensitive Intellectual Property owned by Seller Parent; provided, however that Seller Parent may make such information available (i) to potential acquirors, licensees or transferees non- exclusive license and right in connection with the proposed liquidation, disposition or realization upon the Collateral in accordance with the terms and conditions of the Loan Documents would violate the express terms of any agreement between Borrower and a third party concerning such intellectual property purported in this paragraph to be subject to such non-exclusive license and right, or give such third party any right of acceleration, modification, termination or cancellation therein, Borrower shall, at Bank’s reasonable request, use commercially reasonable efforts to obtain all third-party consents required to permit such grant or exercise (as applicable) of such non-exclusive license and right and shall pay all reasonable out-of-pocket expenses in connection with obtaining any such consents, and such non-exclusive license and right shall be deemed effective to the fullest extent permitted without causing such a breach. Borrower shall agree, and shall cause each successor thereof to agree, that any assignment, sale, license transfer or other transfer disposition of all or any part of the Excluded Business Collateral consisting of Intellectual Property (whether by foreclosure or (iiotherwise) will be subject to any third party vendorthe rights of Bank, in each case provided that such information is made available to such Person pursuant to a customary confidentiality agreement and provided that Seller Parent remains liable to Buyer for any breach of such confidentiality agreementsits designees as set forth above. (c) The license granted In connection with the immediately preceding paragraph, Bank shall agree to Seller Parent pursuant to this Section 6.14 may not be assigned, sublicensed or otherwise transferred by Seller Parent without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that without such consent, Seller Parent may assign, sublicense or otherwise transfer its rights and obligations under this Section 6.14 to an Affiliate or to a third party take all commercially reasonable actions in connection with a sale its exercise of such license to protect Borrower’s rights and interest in the Collateral consisting of Intellectual Property. To the extent that Bank exercises such license with respect to Borrower’s trademarks, (i) Bank shall ensure that all uses of such trademarks meet quality standards substantially equivalent to or transfer of substantially all of the assets related stricter than those high standards maintained by Borrower immediately prior to the Excluded Business (whether by sale effective date of assets, stock, merger or otherwise) such license and the license may be sublicensed to third party vendors performing research, development, supply or similar activities for the Excluded Business as are customary in the industry. The license granted pursuant to this Section 6.14 all goodwill arising from such use shall be binding upon and inure to the sole benefit of Borrower and (ii) Bank shall not use the parties hereto trademarks in a manner that detracts from the goodwill associated therewith. Bank shall take all reasonable steps under the circumstances to protect any confidential information or trade secrets licensed hereunder. (d) Borrower will, and their respective permitted successors will cause each of the Guarantors to, reasonably cooperate with Bank and permitted assigns. Any attempted assignment or transfer its agents, representatives and designees in violation of this license granted pursuant allowing Bank to this Section 6.14 shall be void ab initioexercise the foregoing rights.

Intellectual Property License. (a) To the extent that the Transferred Intellectual Property includes Patent Rights Sellers and Trade Secrets which are necessary for the Excluded Business (“Excluded Business IP”)Sellers’ Parent, Buyer hereby grants to Seller Parent on behalf of themselves and its Affiliates (such their subsidiaries, grant to become the Company, effective at as of the Closing) Closing Date, a perpetual, royalty-free, fully paid up, non-exclusive, non-transferable and non-sublicensable (except as provided herein), non-assignable (except as provided in subSection 7.12(c)), perpetual, irrevocable, royalty-paragraph (c) below) license to use and otherwise exploit the Excluded Business IP solely free, fully paid-up, worldwide license, in connection with the current and future operation of the Excluded Business in Peru, to use and exercise all rights under any Intellectual Property (other than Trademarks), if any, that is owned by Sellers, Sellers’ Parent or any of their subsidiaries as of the Closing Date and that was used by the Business as of the Closing Date, including those patents set forth on Schedule 5.12 and the know-how related to push-to-talk 3G WCDMA products (the “Seller Licensed IP”). For clarity, this license covers any Seller Licensed IP in existence as of the Closing Date, but does not cover any Intellectual Property that arises, is created or acquired after the Closing Date. The Company may sublicense this license solely (x) to its vendors, consultants, contractors and suppliers, in connection with their providing services to the Company; (y) to its distributors, customers and end-users, in connection with the distribution, licensing, offering and sale of the current and future products of the Business. (b) Seller The Company grants to the Sellers and Sellers’ Parent agrees not to disclose to any third party any Trade Secrets or other confidential information included and their respective current Affiliates, effective as of the Closing Date, a non-exclusive, non-sublicensable (except as provided herein), non-assignable (except as provided in the Excluded Business IPSection 7.12(c)), treating such Excluded Business IP in the same manner (but in no event using less than a commercially reasonable degree of care) as Seller Parent treats other similarly sensitive Intellectual Property owned by Seller Parent; providedperpetual, however that Seller Parent may make such information available (i) to potential acquirorsirrevocable, licensees or transferees royalty-free, fully paid-up, worldwide license, in connection with the proposed salecurrent and future operation of their businesses, license to use and exercise all rights under any Intellectual Property (other than Trademarks), if any, that is owned by the Company as of the Closing Date and that was used by the Sellers or other transfer of all Sellers’ Parent or any part of their Affiliates as of the Excluded Business Closing Date (the “Company Licensed IP”). For clarity, this license covers any Company Licensed IP in existence as of the Closing Date, but does not cover any Intellectual Property that arises, is created or acquired after the Closing Date. Sellers, Sellers’ Parent and their Affiliates may sublicense this license solely (iix) to any third party vendortheir vendors, consultants, contractors and suppliers, in each case provided that such information is made available connection with their providing services to such Person pursuant the Sellers and Sellers’ Parent; (y) to a customary confidentiality agreement their distributors, customers and provided that Seller Parent remains liable to Buyer for any breach end-users, in connection with the distribution, licensing, offering and sale of such confidentiality agreementsthe current and future products of the Sellers and Sellers’ Parent. (c) The Sellers, the Sellers’ Parent, their current Affiliates and the Company may, as the case may be, assign the licenses set forth in Section 7.12(a) and 7.12(b) to any Affiliate, or in connection with a merger, reorganization, or sale of all, or substantially all, of any of their businesses to which this license granted relates, so long as: (x) the assignee provides the assignor with prompt written notice of such transaction; and (y) the assignment shall be expressly limited to Seller Parent the business to which this license relates (and shall not be deemed to extend to other businesses or affiliates of a successor); provided that no such assignment pursuant to this Section 6.14 may not be assigned, sublicensed or otherwise transferred by Seller Parent without 7.12(c) shall relieve the prior written consent parties of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided, their obligations hereunder. (d) Each party acknowledges and agrees that without such consent, Seller Parent may assign, sublicense or otherwise transfer its rights and the other party has no obligations under this Section 6.14 Agreement with respect to an Affiliate delivery, training, registration, maintenance, policing, notification of infringements or renewal with respect to a third party in connection with a sale or transfer of substantially all of the assets related to the Excluded Business (whether by sale of assets, stock, merger or otherwise) and the license may be sublicensed to third party vendors performing research, development, supply or similar activities for the Excluded Business as are customary in the industry. The license granted pursuant to any Intellectual Property licensed under this Section 6.14 shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns. Any attempted assignment or transfer in violation of this license granted pursuant to this Section 6.14 shall be void ab initio7.12.

Intellectual Property License. (a) To Seller agrees to procure and acquire all necessary patents, copyrights, trade names, trademarks, trade dress service marks, trade secrets, and applications for any of the extent that foregoing, software, firmware, mask works, industrial design rights, rights of priority, know-how, design flows, methodologies and any and all other intangible proprietary information whose protection is legally recognized (the Transferred “Intellectual Property includes Patent Rights and Trade Secrets Property”) which are to Seller’s knowledge is necessary for it to meet its obligations under this Agreement, including the Excluded Business (“Excluded Business IP”)obligations to sell and Deliver the Turbine Equipment free of any adverse claims by any other Person, Buyer hereby grants or which is necessary for Owner to install, use, operate and maintain the Turbine Equipment. Seller Parent expressly reserves all other intellectual property rights with respect to the Turbine Equipment and its Affiliates (such grant to become effective at the Closing) a perpetual, royalty-free, fully paid up, non-exclusive, non-transferable and non-sublicensable (except as provided in sub-paragraph (c) below) license to use and otherwise exploit the Excluded Business IP solely in connection with the operation of the Excluded Businessotherwise. (b) Seller Parent agrees not to disclose to any third party any Trade Secrets or other confidential information included in the Excluded Business IP, treating such Excluded Business IP in the same manner (but in no event using less than a commercially reasonable degree of care) as Seller Parent treats other similarly sensitive The Intellectual Property owned and any other drawings, specifications, designs, plans and other documents prepared by or on behalf of Seller Parent; provided, however that Seller Parent may make such information available (i) to potential acquirors, licensees or transferees and/or its Subcontractors in connection with the proposed saleTurbine Equipment (collectively, the “Design Materials”) are and shall remain the exclusive property of Seller or the Subcontractors, as the case may be. Effective upon execution of this Agreement with respect to Design Materials necessary for installation of the Turbine Equipment, and upon Commissioning with respect to all other Design Materials, Seller hereby grants and will cause to be granted and delivered to Owner from Subcontractors, whichever is appropriate, a paid-up, non-exclusive license for Owner to use, reproduce and have reproduced such Design Materials, subject to the restrictions set forth below: (i) All rights with respect to the Intellectual Property or any of the Design Materials shall remain the property of Seller or the appropriate subcontractor, whether or not the Turbine Equipment is installed, and Owner recognizes that Seller may be entitled to injunctive or other transfer of all equitable or any part preliminary relief in order to protect the integrity or confidentiality of the Excluded Business or Design Materials; and (ii) to any third party vendorOwner shall not, in each case provided that such information is made available to such Person pursuant to a customary confidentiality agreement and provided that Seller Parent remains liable to Buyer for any breach of such confidentiality agreements. (c) The license granted to Seller Parent pursuant to this Section 6.14 may not be assigned, sublicensed or otherwise transferred by Seller Parent without the prior written consent of BuyerSeller, which consent use such Design Materials, in whole or in part, in relation to any project other than the facilities for Owner on and near the Project Site. Owner may only use that portion of the Design Materials related solely to the operation, maintenance and repair of the Turbine Equipment after Commissioning. (iii) Owner shall not be unreasonably withheldprovide to Seller prompt access to all technical, conditioned operational and maintenance and other information it receives or delayed; provided, that without such consent, Seller Parent may assign, sublicense or otherwise transfer its rights and obligations under this Section 6.14 to an Affiliate or to a third party collects in connection with a sale or transfer of substantially all of the assets related to the Excluded Business (whether by sale of assets, stock, merger or otherwise) and the license may be sublicensed to third party vendors performing research, development, supply or similar activities for the Excluded Business as are customary in the industry. The license granted pursuant to this Section 6.14 shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns. Any attempted assignment or transfer in violation of this license granted pursuant to this Section 6.14 shall be void ab initioTurbines.

Intellectual Property License. (aA) To Each of the extent that the Transferred Intellectual Property includes Patent Rights Vendors and Trade Secrets which are necessary for the Excluded Business (“Excluded Business IP”), Buyer hereby grants to Seller Parent Flex USA on behalf itself and its Affiliates (such grant each a "Grantor"), hereby grants to become effective at the Closing) each Purchaser and AMIS Parentco and each of its and their Affiliates a perpetualnonexclusive worldwide, royalty-free, fully paid upirrevocable license under any patents of the Grantor, nonincluding any registrations, applications for registration, reissues, extensions, renewals, divisions, continuations, continuations-exclusive, nonin-transferable and non-sublicensable part relating thereto to make (except as provided in sub-paragraph (c) below) license including the right to use any apparatus and practice any method in making), use, import, offer for sale, lease, license, sell and/or otherwise exploit transfer Vendor Products and any derivatives or follow-ons thereto and to have Vendor Products and any derivatives or follow-ons thereto made by another manufacturer for the Excluded Business IP solely in connection with the operation of the Excluded Businessuse, importation, offer for sale, lease, sale and/or other transfer. (bB) Seller Parent agrees not Each "Grantor" hereby grants to disclose to each Purchaser and AMIS Parentco and each of its and their Affiliates a nonexclusive worldwide, royalty-free, irrevocable license under any other Intellectual Property (excluding Intellectual Property used solely in any Excluded Assets, third party Intellectual Property that Vendors and Flex USA have no right to sublicense, trade-marks, service marks, designs, logos, indicia, distinguishing guises, trade dress, trade names, business names, internet domain names, any Trade Secrets other source or other confidential information included business identifiers and fictitious characters) of the Grantor that was used in the Excluded Purchased Business IPprior to the Closing Date to use, treating perform, execute, copy, make derivative works of such Excluded Intellectual Property, solely for internal use purposes. (C) The license rights granted in this Section 13.7 will be transferable by Purchaser to an acquirer of any part of the Purchased Business IP in and/or the same manner (but in no event using less than a commercially reasonable degree of care) as Seller Parent treats other similarly sensitive Intellectual Property owned by Seller Parent; providedPurchased Assets, however provided that Seller Parent may make such information available (i) Purchaser may transfer rights only with respect to potential acquirors, licensees that Intellectual Property that is used in or transferees in connection associated with the proposed sale, license part of the Purchased Business or other transfer of Purchased Assets so transferred and (ii) Purchaser may retain all or any part of the Excluded Business or (ii) to any third party vendor, in each case provided that license rights after such information is made available to such Person pursuant to a customary confidentiality agreement and provided that Seller Parent remains liable to Buyer for any breach of such confidentiality agreementstransfer. (c) The license granted to Seller Parent pursuant to this Section 6.14 may not be assigned, sublicensed or otherwise transferred by Seller Parent without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that without such consent, Seller Parent may assign, sublicense or otherwise transfer its rights and obligations under this Section 6.14 to an Affiliate or to a third party in connection with a sale or transfer of substantially all of the assets related to the Excluded Business (whether by sale of assets, stock, merger or otherwise) and the license may be sublicensed to third party vendors performing research, development, supply or similar activities for the Excluded Business as are customary in the industry. The license granted pursuant to this Section 6.14 shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns. Any attempted assignment or transfer in violation of this license granted pursuant to this Section 6.14 shall be void ab initio.