Common use of Intellectual Property License Clause in Contracts

Intellectual Property License. (a) Effective from and after the Distribution Time, L Brands (on behalf of itself and its Subsidiaries) hereby grants the VS Group a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferable, non-sublicensable (except as set forth in Section 4.11(d)) license under the Intellectual Property Rights (other than any and all Trademarks, formulas, Commercial Data and Personal Information) (i) that are owned by the L Brands Group as of the Distribution Time and (ii) that have been used or held for use in the VS Business on or prior to the Distribution Time but are not included in the VS Assets, in each case, to use, reproduce, create derivative works of, modify, distribute, make, have made, sell, offer for sale, import or otherwise commercially exploit products and services solely in connection with the operation of the VS Business. (b) Effective from and after the Distribution Time, VS (on behalf of itself and its Subsidiaries) hereby grants the L Brands Group a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferable, non-sublicensable (except as set forth in Section 4.11(d)) license under the VS IP (other than any and all Trademarks, formulas, Commercial Data and Personal Information) that has been used or held for use by the L Brands Group in the operation of the L Brands Business on or prior to the Distribution Time but are not included in the L Brands Assets, in each case, to use, reproduce, create derivative works of, modify, distribute, make, have made, sell, offer for sale, import or otherwise commercially exploit products and services solely in connection with the operation of the L Brands Business. (c) Notwithstanding the assignment provision in Section 6.04, L Brands and VS may assign their respective licenses set forth in this Section 4.11, in whole or in part, in connection with a merger, consolidation or sale of all or substantially all of, or any portion of the assets of, their respective Businesses to which the licenses relate. (d) L Brands and VS may sublicense their respective licenses set forth in this Section 4.11 to (i) their vendors, consultants, contractors and suppliers, in connection with the provision of services to their respective Businesses to which the licenses relate and (ii) their distributors, customers and end-users, in connection with the distribution, licensing, offering and sale of the current and future products and services of their respective Businesses to which the licenses relate. (e) Each license granted in this Section 4.11 is, and will otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, a license of rights to “intellectual property” (as defined under Section 101 of the Bankruptcy Code), and L Brands and VS will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code (or any similar foreign law) with respect thereto. (f) For the avoidance of doubt, this Section 4.11 shall survive in perpetuity.

Intellectual Property License. (a) Effective from and after the Distribution TimeClosing, L Brands (the Parent, on behalf of itself and its Subsidiaries) Affiliates, hereby grants to the VS Group Buyer and its Affiliates a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferable, non-fully sublicensable (except as set forth in Section 4.11(d)) license under the any and all Intellectual Property Rights (other than any and all Trademarks, formulas, Commercial Data and Personal InformationSeller Restricted Marks) that (i) that are owned by the L Brands Group Seller or any of 45 #93878383v22 its Affiliates as of immediately after the Distribution Time Closing and (ii) that have been used or held for use in the VS Acquired Business on or prior to the Distribution Time but are not included in the VS AssetsClosing, in each case, to use, reproduce, create derivative works of, modify, distribute, make, have made, sell, offer for sale, import or otherwise commercially exploit products and services solely in connection with the operation of the VS BusinessAcquired Business (and any natural extensions or evolutions thereof). (b) Effective from and after the Distribution TimeClosing, VS (on behalf of itself Buyer hereby grants to the Seller and its Subsidiaries) hereby grants the L Brands Group Affiliates a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferable, non-fully sublicensable (except as set forth in Section 4.11(d)) license under the VS IP any and all Business Intellectual Property (other than any and all Trademarks, formulas, Commercial Data and Personal InformationBusiness Restricted Marks) that has (i) are owned by Buyer as of immediately after the Closing and (ii) have been used or held for use by the L Brands Group in the operation of Seller’s or its Affiliates businesses (other than the L Brands Business Acquired Business) on or prior to the Distribution Time but are not included in the L Brands AssetsClosing, in each case, to use, reproduce, create derivative works of, modify, distribute, make, have made, sell, offer for sale, import or otherwise commercially exploit products and services solely in connection with the operation of such businesses (other than the L Brands Acquired Business) (and any natural extensions or evolutions thereof). (c) Notwithstanding the assignment provision in Section 6.048.03, L Brands and VS each Party may assign their respective licenses its license set forth in this Section 4.116.11, in whole or in part, in connection with a merger, consolidation or sale of all or substantially all of, or any portion of the assets of, their respective Businesses its business to which the licenses relatelicense relates. (d) L Brands and VS may sublicense their respective licenses set forth in this Section 4.11 to (i) their vendors, consultants, contractors and suppliers, in connection with the provision of services to their respective Businesses to which the licenses relate and (ii) their distributors, customers and end-users, in connection with the distribution, licensing, offering and sale of the current and future products and services of their respective Businesses to which the licenses relate. (e) Each The license granted in this Section 4.11 6.11 is, and will otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, a license of rights to “intellectual property” (as defined under Section 101 of the United States Bankruptcy Code), and L Brands and VS each Party will retain and may fully exercise all of their respective its rights and elections under the United States Bankruptcy Code (or any similar foreign law) with respect thereto. (fe) For the avoidance of doubt, this Section 4.11 6.11 shall survive in perpetuity.

Intellectual Property License. (a) Effective With respect to any Licensed Back Intellectual Property, effective from and after the Distribution TimeClosing, L Brands (Newco, on behalf of itself and its Subsidiaries (including, as of the Closing, the Emerson Contributed Subsidiaries) ), hereby grants to Emerson and the VS Group Emerson Retained Subsidiaries a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferabletransferable (except as provided in Section ‎7.17(c)), non-sublicensable (except as set forth provided in Section 4.11(d‎7.17(d)) license under the such Intellectual Property Rights (other than any and all Trademarks, formulas, Commercial Data and Personal Information) (i) that are owned by the L Brands Group as of the Distribution Time and (ii) that have been used or held for use in the VS Business on or prior to the Distribution Time but are not included in the VS Assets, in each case, to use, reproduce, create derivative works of, modify, distribute, make, have made, sell, offer for sale, import or otherwise commercially exploit products and services solely in connection with the operation of the VS Businessbusinesses of Emerson and the Emerson Retained Subsidiaries as conducted as of the Closing and any natural extensions and evolutions thereof (in each case, other than (i) the Echo Business and (ii) any activities that would otherwise be prohibited by Section 4.6 of the Stockholders Agreement, regardless of whether such Section is in effect). (b) Effective With respect to any Emerson Licensed IP, effective from and after the Distribution TimeClosing, VS (Emerson, on behalf of itself and its Subsidiaries) , hereby grants to Newco and its Subsidiaries (including, as of the L Brands Group Closing, the Emerson Contributed Subsidiaries) a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferabletransferable (except as provided in Section ‎7.17(c)), non-sublicensable (except as set forth provided in Section 4.11(d‎7.17(d)) license under the VS IP (other than any and all Trademarks, formulas, Commercial Data and Personal Information) that has been used or held for use by the L Brands Group in the operation of the L Brands Business on or prior to the Distribution Time but are not included in the L Brands Assets, in each case, such Intellectual Property to use, reproduce, create derivative works of, modify, distribute, make, have made, sell, offer for sale, import or otherwise commercially exploit products and services solely in connection with the operation of the L Brands BusinessEcho Business as conducted as of the Closing and any natural extensions and evolutions thereof. (c) Notwithstanding the assignment provision in Section 6.04‎13.06, L Brands Newco and VS its Subsidiaries, on the one hand, and Emerson and the Emerson Retained Subsidiaries, on the other hand, may assign their respective the applicable licenses set forth in this Section 4.11, ‎7.17 in whole or in part, part in connection with a merger, consolidation or sale of all or substantially all of, or any portion of the assets of, with respect to Newco and its Subsidiaries, the Echo Business, and with respect to Emerson and the Emerson Retained Subsidiaries, their respective Businesses businesses to which the licenses relatesuch license relates. (d) L Brands Emerson and VS the Emerson Retained Subsidiaries, on the one hand, and Newco and its Subsidiaries, on the other hand, may sublicense their respective the applicable licenses set forth in this Section 4.11 ‎7.17 to (i) their vendors, consultants, contractors and suppliers, in connection with the provision of goods or services to the their respective Businesses businesses to which the licenses relate license relates and (ii) their distributors, customers and end-users, in connection with the distribution, licensing, offering and sale of the current and future products and services of of, with respect to Newco and its Subsidiaries, the Echo Business, and with respect to Emerson and the Emerson Retained Subsidiaries, their respective Businesses businesses to which such license relates, in each case, solely within the licenses relatescope of such licenses. (e) Each license of the licenses granted in this Section 4.11 ‎7.17 is, and will otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, a license of rights to “intellectual property” (as defined under Section 101 of the United States Bankruptcy Code), and L Brands Emerson and VS the Emerson Retained Subsidiaries, as licensee on the one hand, and Newco and its Subsidiaries, as licensee on the other hand, will retain and may fully exercise all of their respective rights and elections under the United States Bankruptcy Code (or any similar foreign lawApplicable Law) with respect thereto. (f) For the avoidance of doubt, this Section 4.11 ‎7.17 shall survive in perpetuity.

Intellectual Property License. Effective as of and only upon the Closing: (a) Effective from Subject to the terms and after conditions of this Agreement, Seller and the Distribution Time, L Brands (on behalf of itself Seller Subsidiaries hereby grant and agree to grant to Purchaser and its Subsidiaries) hereby grants the VS Group affiliates a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferable, non-sublicensable (except in the case of Software Applications (as set forth defined below), the license rights to which may be sublicensed by Purchaser or its affiliates) and non-assignable (except as provided in Section 4.11(d5.09(c) and (d)) license under ), royalty-free, fully paid up, worldwide license, in connection with the Intellectual Property Rights (other than any current and all Trademarks, formulas, Commercial Data and Personal Information) (i) that are owned by the L Brands Group as future operation of the Distribution Time and (ii) that have been used or held for use Business as it may hereafter evolve, or, in the VS Business case of Software Applications (as defined below) for any other commercial purpose (excluding any commercial purpose that is directly and materially competitive with any other business of Seller, as such business exists on or prior to the Distribution Time but are not included in the VS Assets, in each casedate hereof), to use, reproduce, create derivative works of, modify, distribute, makecopy, have mademaintain, sell, offer for sale, import or otherwise commercially exploit the Software Applications or products and services solely that incorporate, and exercise all rights under (i) all Trade Secrets that are owned by Seller and the Seller Subsidiaries and are used in connection with the operation Business as of or prior to Closing and (ii) the software applications (including, where indicated, the source code thereof) (“Software Applications”) set forth on Section 5.09(a) of the VS BusinessSeller Disclosure Schedule (collectively, the “Seller Licensed IP”). On the Closing Date, Seller shall deliver, by remote telecommunication or on such media as the parties may agree, copies of all software (in source and object code form) and tangible embodiments thereof included in the Seller Licensed IP. (b) Effective from Subject to the terms and after the Distribution Timeconditions of this Agreement, VS (on behalf of itself and its Subsidiaries) Purchaser hereby grants and agrees to grant to Seller and the L Brands Group Seller Subsidiaries a non-exclusive, worldwide, perpetual, irrevocable, non-sublicensable and non-assignable (except as provided in Section 5.09(c) and (d)), royalty-free, fully paid-up, royalty-free, non-transferable, non-sublicensable (except as set forth in Section 4.11(d)) license under the VS IP (other than any and all Trademarks, formulas, Commercial Data and Personal Information) that has been used or held for use by the L Brands Group in the operation of the L Brands Business on or prior to the Distribution Time but are not included in the L Brands Assets, in each case, to use, reproduce, create derivative works of, modify, distribute, make, have made, sell, offer for sale, import or otherwise commercially exploit products and services solely in connection with the operation of the L Brands Business. (c) Notwithstanding the assignment provision in Section 6.04, L Brands and VS may assign their respective licenses set forth in this Section 4.11, in whole or in part, in connection with a merger, consolidation or sale of all or substantially all of, or any portion of the assets of, their respective Businesses to which the licenses relate. (d) L Brands and VS may sublicense their respective licenses set forth in this Section 4.11 to (i) their vendors, consultants, contractors and suppliersworldwide license, in connection with the provision of services to their respective Businesses to which the licenses relate and (ii) their distributors, customers and end-users, in connection with the distribution, licensing, offering and sale of the current and future products and services of their respective Businesses to which the licenses relate. (e) Each license granted in this Section 4.11 is, and will otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, a license of rights to “intellectual property” (as defined under Section 101 of the Bankruptcy Code), and L Brands and VS will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code (or any similar foreign law) with respect thereto. (f) For the avoidance of doubt, this Section 4.11 shall survive in perpetuity.future

Intellectual Property License. (a) Effective from as of the Closing, Seller and after Macom US (collectively, the Distribution Time, L Brands (on behalf of itself and its Subsidiaries“Licensors”) hereby grants the VS Group grant to Buyer a non-exclusive, worldwide, perpetual, irrevocable, fully paid-upnonexclusive, royalty-free, non-transferable, non-sublicensable (except as set forth in through one or multiple tiers of sublicensees) (subject to Section 4.11(d2.5(e)) right and license under the all Licensors’ existing and future Intellectual Property Rights (other than including those Intellectual Property Rights set forth on Schedule A(1) and any and all TrademarksIntellectual Property Rights in, formulas, Commercial Data and Personal Informationto or embodied by the Licensed Materials) (ithe “License”) that are owned by the L Brands Group as of the Distribution Time and (iiX) that have been used or held for use in the VS Business on or prior to the Distribution Time but are not included in the VS Assets, in each case, to use, reproduce, create derivative works of, modify, distribute, make, have made, use, sell, offer for sale, import or and otherwise commercially exploit products LR4 100G Products and services solely Derivatives; (Y) to practice any process in connection with the operation of the VS Business. foregoing; and (bZ) Effective from and after the Distribution Time, VS (on behalf of itself and its Subsidiaries) hereby grants the L Brands Group a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferable, non-sublicensable (except as set forth in Section 4.11(d)) license under the VS IP (other than any and all Trademarks, formulas, Commercial Data and Personal Information) that has been used or held for use by the L Brands Group in the operation of the L Brands Business on or prior to the Distribution Time but are not included in the L Brands Assets, in each case, to use, reproducecopy, create derivative works of, modify, distribute, publicly display, publicly perform and otherwise exploit the Licensed Materials; provided, however, that (i) Seller and Macom US hereby retain, do not grant to Buyer and the License therefore excludes any and all rights to make, have made, use, sell, offer for sale, import and otherwise exploit any semiconductor products incorporated in the LR4 100G Products or otherwise commercially exploit Derivatives, including the semiconductor products and services solely in connection with listed on Schedule E hereto (the operation of the L Brands Business. (c) Notwithstanding the assignment provision in Section 6.04“MACOM Semiconductor Products”), L Brands and VS may assign their respective licenses set forth in this Section 4.11, in whole or in part, in connection with a merger, consolidation or sale of all or substantially all of, or any portion of the assets of, their respective Businesses to which the licenses relate. (d) L Brands and VS may sublicense their respective licenses set forth in this Section 4.11 to (i) their vendors, consultants, contractors and suppliers, in connection with the provision of services to their respective Businesses to which the licenses relate and (ii) their distributorsto the extent that each of the following conditions are met with respect to each semiconductor product incorporated into any LR4 100G Product and Derivative made hereunder, customers Buyer shall source such semiconductor product from the Seller Group: (I) Seller promptly fills all orders for such semiconductor product that Buyer submits to Seller (provided that, in the case that an order is not timely filled but is filled not later than 2 months following the requested ship date, the foregoing proviso clause (ii) shall not apply with respect to such semiconductor product only from the requested ship date until six months following the actual ship date; and provided further, that in the case that an order is not timely filled and is not filled within 3 months following the requested ship date, the foregoing proviso clause (ii) shall thereafter no longer apply with respect to such semiconductor product on a permanent basis); (II) Seller’s pricing for such semiconductor product is competitive; (III) on a per-end customer basis with respect to the foregoing obligation to purchase such semiconductor product from Seller, Buyer’s end customer is satisfied with the quality of such semiconductor product (with the Parties’ understanding and agreement that unresolved complaints from an end-usersuser customer as to such quality shall constitute conclusive evidence of unsatisfactory quality) (provided that, in connection the case that an end customer is unsatisfied with the distributionquality of a semiconductor product hereunder and such quality issue is resolved not later than 2 months following the date it first arose, licensing, offering and sale of the current and future products and services of their respective Businesses to which the licenses relate. foregoing proviso clause (eii) Each license granted in this Section 4.11 is, and will otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, a license of rights to “intellectual property” (as defined under Section 101 of the Bankruptcy Code), and L Brands and VS will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code (or any similar foreign law) shall not apply with respect thereto. to such semiconductor product for such end customer only from the date the quality issue arose until six months following the date the quality issue is resolved; and provided further, that in the case that an end customer is unsatisfied with the quality of a semiconductor product hereunder and such quality issue is not resolved within 3 months following the date it first arose, the foregoing proviso clause (fii) For the avoidance of doubt, this Section 4.11 shall survive in perpetuity.thereafter no longer apply with respect to such semiconductor product for such end

Intellectual Property License. (a) Effective With respect to any Licensed Back Intellectual Property, effective from and after the Distribution TimeClosing, L Brands (Newco, on behalf of itself and its Subsidiaries (including, as of the Closing, the Emerson Contributed Subsidiaries) ), hereby grants to Emerson and the VS Group Emerson Retained Subsidiaries a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferabletransferable (except as provided in Section 7.17(c)), non-sublicensable (except as set forth provided in Section 4.11(d7.17(d)) license under the such Intellectual Property Rights (other than any and all Trademarks, formulas, Commercial Data and Personal Information) (i) that are owned by the L Brands Group as of the Distribution Time and (ii) that have been used or held for use in the VS Business on or prior to the Distribution Time but are not included in the VS Assets, in each case, to use, reproduce, create derivative works of, modify, distribute, make, have made, sell, offer for sale, import or otherwise commercially exploit products and services solely in connection with the operation of the VS Businessbusinesses of Emerson and the Emerson Retained Subsidiaries as conducted as of the Closing and any natural extensions and evolutions thereof (in each case, other than (i) the Echo Business and (ii) any activities that would otherwise be prohibited by Section 4.6 of the Stockholders Agreement, regardless of whether such Section is in effect). (b) Effective With respect to any Emerson Licensed IP, effective from and after the Distribution TimeClosing, VS (Emerson, on behalf of itself and its Subsidiaries) , hereby grants to Newco and its Subsidiaries (including, as of the L Brands Group Closing, the Emerson Contributed Subsidiaries) a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferabletransferable (except as provided in Section 7.17(c)), non-sublicensable (except as set forth provided in Section 4.11(d7.17(d)) license under the VS IP (other than any and all Trademarks, formulas, Commercial Data and Personal Information) that has been used or held for use by the L Brands Group in the operation of the L Brands Business on or prior to the Distribution Time but are not included in the L Brands Assets, in each case, such Intellectual Property to use, reproduce, create derivative works of, modify, distribute, make, have made, sell, offer for sale, import or otherwise commercially exploit products and services solely in connection with the operation of the L Brands BusinessEcho Business as conducted as of the Closing and any natural extensions and evolutions thereof. (c) Notwithstanding the assignment provision in Section 6.0413.06, L Brands Newco and VS its Subsidiaries, on the one hand, and Emerson and the Emerson Retained Subsidiaries, on the other hand, may assign their respective the applicable licenses set forth in this Section 4.11, 7.17 in whole or in part, part in connection with a merger, consolidation or sale of all or substantially all of, or any portion of the assets of, with respect to Newco and its Subsidiaries, the Echo Business, and with respect to Emerson and the Emerson Retained Subsidiaries, their respective Businesses businesses to which the licenses relatesuch license relates. (d) L Brands Emerson and VS the Emerson Retained Subsidiaries, on the one hand, and Newco and its Subsidiaries, on the other hand, may sublicense their respective the applicable licenses set forth in this Section 4.11 7.17 to (i) their vendors, consultants, contractors and suppliers, in connection with the provision of goods or services to the their respective Businesses businesses to which the licenses relate license relates and (ii) their distributors, customers and end-users, in connection with the distribution, licensing, offering and sale of the current and future products and services of of, with respect to Newco and its Subsidiaries, the Echo Business, and with respect to Emerson and the Emerson Retained Subsidiaries, their respective Businesses businesses to which such license relates, in each case, solely within the licenses relatescope of such licenses. (e) Each license of the licenses granted in this Section 4.11 7.17 is, and will otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, a license of rights to “intellectual property” (as defined under Section 101 of the United States Bankruptcy Code), and L Brands Emerson and VS the Emerson Retained Subsidiaries, as licensee on the one hand, and Newco and its Subsidiaries, as licensee on the other hand, will retain and may fully exercise all of their respective rights and elections under the United States Bankruptcy Code (or any similar foreign lawApplicable Law) with respect thereto. (f) For the avoidance of doubt, this Section 4.11 7.17 shall survive in perpetuity.

Intellectual Property License. (a) Effective from and after the Distribution Time, L Brands (on behalf of itself and its Subsidiaries) hereby grants the VS Group a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferable, non-sublicensable (except as set forth in Section 4.11(d)) license under the Intellectual Property Rights (other than any and all Trademarks, formulas, Commercial Data and Personal Information) (i) that are owned by the L Brands Group as of the Distribution Time and (ii) that have been used or held for use in the VS Business on or prior to the Distribution Time but are not included in the VS Assets, in each case, to use, reproduce, create derivative works of, modify, distribute, make, have made, sell, offer for sale, import or otherwise commercially exploit products and services solely in connection with the operation of the VS Business. (b) Effective from and after the Distribution Time, VS (on behalf of itself and its Subsidiaries) hereby grants the L Brands Group a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-transferable, non-sublicensable (except as set forth in Section 4.11(d)) license under the VS IP (other than any and all Trademarks, formulas, Commercial Data and Personal Information) that has been used or held for use by the L Brands Group in the operation of the L Brands Business on or prior to the Distribution Time but are not included in the L Brands Assets, in each case, to use, reproduce, create derivative works of, modify, distribute, make, have made, sell, offer for sale, import or otherwise commercially exploit products and services solely in connection with the operation of the L Brands Business. (c) Notwithstanding the assignment provision in Section 6.04, L Brands and VS may assign their respective licenses set forth in this Section 4.11, in whole or in part, in connection with a merger, consolidation or sale of all or substantially all of, or any portion of the assets of, their respective Businesses to which the licenses relate. (d) L Brands and VS may sublicense their respective licenses set forth in this Section 4.11 to (i) their vendors, consultants, contractors and suppliers, in connection with the provision of services to their respective Businesses to which the licenses relate and (ii) their distributors, customers and end-users, in connection with the distribution, licensing, offering and sale of the current and future products and services of their respective Businesses to which the licenses relate. (e) Each license granted in this Section 4.11 is, and will otherwise be deemed to be, for purposes of Section 365(n355(n) of the Bankruptcy Code, a license of rights to “intellectual property” (as defined under Section 101 of the Bankruptcy Code), and L Brands and VS will retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code (or any similar foreign law) with respect thereto. (f) For the avoidance of doubt, this Section 4.11 shall survive in perpetuity.