Common use of Intellectual Property Licenses Clause in Contracts

Intellectual Property Licenses. Except with respect to the matters provided for in Section 4.21, with respect to any Intellectual Property owned by Seller or any of its Affiliates that is used by the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries otherwise has any rights in, to or under prior to the Closing, which Intellectual Property is not assigned to any of the Licensed Parties prior to or at the Closing, Seller hereby grants to each of the Licensed Parties during the Transition Period and for the territory of the United States, to the extent of the rights owned or controlled by Seller or any of its Affiliates, a non-exclusive, sublicensable, royalty-free and fully paid-up right and license in, to and under all such Intellectual Property, including the right to use, reproduce, create derivative works, distribute, perform, display, exploit and commercialize, and to practice under and to make, have made, use, sell, offer for sale and import products and services. The Licensed Parties may, to the extent of the license granted under this Section 4.22, permit third parties to use such Intellectual Property during the Transition Period, but only for and on behalf of the Licensed Parties. With respect to any Intellectual Property licensed to Seller or any of its Affiliates by a third party, that is used by the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries otherwise has any rights in, to or under prior to the Closing, which licenses are not assigned to any of the Licensed Parties prior to or at the Closing, Seller hereby grants to each of the Licensed Parties, to the fullest extent permitted by the third party licensors, during the Transition Period and for the territory of the United States the continued right and license in, to and under such Intellectual Property, including where so-permitted the right to use, reproduce, create derivative works, distribute, perform, display, exploit and commercialize, and to practice under and to make, have made, use, sell, offer for sale and import products and services. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional Intellectual Property license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.22, upon the effectiveness of which the licenses and rights granted in this Section 4.22 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that would limit or restrict the rights licensed under this Section 4.22 were such license to be granted in respect of the period beginning on the date hereof.

Intellectual Property Licenses. Except with respect to (a) The Purchaser acknowledges and agrees that neither the matters provided for Purchaser nor any of its Subsidiaries is purchasing, acquiring or otherwise obtaining any right, title or interest in Section 4.21or to, with respect to or shall make any use of, any Intellectual Property owned by or otherwise controlled by the Seller or any of its Affiliates Subsidiaries (other than pursuant to the Ancillary Agreements, this Section 5.15 and the Owned Intellectual Property). The Purchaser further acknowledges and agrees that is used by (other than pursuant to Section 5.15(b)) neither the Company or Purchaser nor any of its Subsidiaries is purchasing, acquiring or for which otherwise obtaining any right, title or interest in or to, or shall make any use of, the Company Seller Marks (as defined below) or any Trademarks or any other names or source identifiers confusingly similar or related thereto (including, in each case, any registrations and applications thereof). (b) Schedule VI of this Agreement sets forth certain Trademarks retained by the Seller and its Subsidiaries otherwise has any rights in, to or under prior to Affiliates (the “Seller Marks”). Effective upon the Closing, which Intellectual Property is not assigned to any of the Licensed Parties prior to or at the Closing, Seller hereby grants to each of the Licensed Parties during the Transition Period and for the territory of the United States, to the extent of the rights owned or controlled by Seller or any of its Affiliates, a non-exclusive, sublicensable, royalty-free and fully paid-up right and license in, to and under all such Intellectual Property, including the right to use, reproduce, create derivative works, distribute, perform, display, exploit and commercialize, and to practice under and to make, have made, use, sell, offer for sale and import products and services. The Licensed Parties may, to the extent of the license granted under this Section 4.22, permit third parties to use such Intellectual Property during the Transition Period, but only for and on behalf of the Licensed Parties. With respect to any Intellectual Property licensed to Seller or any of its Affiliates by a third party, that is used by the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries otherwise has any rights in, to or under prior to the Closing, which licenses are not assigned to any of the Licensed Parties prior to or at the Closing, Seller hereby grants to each of the Licensed Parties, to the fullest extent permitted by the third party licensors, during the Transition Period and for the territory of the United States the continued right and license in, to and under such Intellectual Property, including where so-permitted the right to use, reproduce, create derivative works, distribute, perform, display, exploit and commercialize, and to practice under and to make, have made, use, sell, offer for sale and import products and services. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional Intellectual Property license agreement on terms reasonably acceptable to Purchaser and consistent with the license granted in, and the other terms and conditions of, this Section 4.22, upon the effectiveness of which the licenses and rights granted in this Section 4.22 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates Subsidiaries to, not take grant, and hereby grants, to the Purchaser and the Company (collectively, the “Purchaser Licensees”) a limited, non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free right and license to use the Seller Marks (other than any actionInternet domain names that are used in the retained businesses of the Seller or any of its Subsidiaries as of the Closing Date) for a period of one hundred eighty (180) days following the Closing (the “Licensed Period”) solely in connection with the operation of the Business as conducted as of the Closing Date for uses substantially similar to those of the Business prior to the Closing Date. The Purchaser Licensees hereby acknowledge that any and all goodwill associated with or resulting from Purchaser Licensees’ use of the Seller Marks shall inure to the benefit of the Seller or its Subsidiaries, as applicable, and the Purchaser hereby assigns, and shall cause the Company to assign, to the Seller or its Subsidiaries, as applicable, any and all goodwill associated with such use. After such period, the Purchaser shall, and shall cause the Company to, cease use of the Seller Marks and remove or obliterate the Seller Marks from any and all of the Purchaser Licensees’ advertising materials, promotional materials, products, labels, packaging and all other documentation and materials (including internal and public facing), or fail to take any actiondestroy each of the foregoing, and provide the Seller with a signed certification that would limit or restrict the rights licensed under requirements of this Section 4.22 were such license 5.15(b) have been satisfied. In addition to any and all other available remedies, from and after the Closing Date, the Seller and its Subsidiaries and their respective officers, directors, employees, successors and permitted assigns shall be granted in respect indemnified and held harmless by the Purchaser from and against any and all Losses to the extent arising out of or resulting from the use of the period beginning on Seller Marks by the date hereof.Purchaser Licensees (whether in accordance with the terms and conditions of this Section 5.15(b) or in violation of or outside the scope permitted by this

Intellectual Property Licenses. Except with respect Subject to the matters provided for limitations set forth in Section 4.216.03 hereof: (a) Seller, with respect to any Intellectual Property owned by Seller or any on behalf of itself and its Affiliates that is used by the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries otherwise has any rights inAffiliates, to or under prior to the Closing, which Intellectual Property is not assigned to any of the Licensed Parties prior to or at the Closing, Seller hereby grants to each Buyer and its Affiliates, as of the Licensed Parties during Closing Date, a perpetual, paid-up, royalty-free, nonexclusive license to manufacture, use and sell worldwide the Transition Period products and for to provide the territory services which are made, used, sold or offered by the Business as of the United StatesClosing Date under any patents, patent applications, copyright registrations, copyright applications, maskwork registrations or applications (except any patents, patent applications, copyright registrations, copyright applications, maskwork registrations or applications which are conveyed to the extent Buyer or Buyer's Affiliates pursuant to this Agreement), owned as of the rights owned or controlled Closing Date by Seller or any of its Affiliates, subject to any rights previously granted to third parties. (b) Buyer, on behalf of itself and its Affiliates, hereby grants to Seller and its Affiliates a nonperpetual, paid-exclusive, sublicensableup, royalty-free free, nonexclusive license to manufacture, use and fully paid-up right and license in, to and under all such Intellectual Property, including sell worldwide the right to use, reproduce, create derivative works, distribute, perform, display, exploit and commercialize, products and to practice under and to make, have provide the services which are made, useused, sell, offer for sale sold or offered by Seller and import products and services. The Licensed Parties may, to its Affiliates (excluding the extent Business) as of the license Closing Date under any patents, patent applications, copyright registrations, copyright applications, maskwork registrations or applications, which are conveyed to Buyer or Buyer's Affiliates pursuant to this Agreement, subject to any rights previously granted under this Section 4.22to third parties. (c) Seller, permit third parties to use such Intellectual Property during the Transition Period, but only for and on behalf of itself and its Affiliates, hereby grants to Buyer and its Affiliates, as of the Licensed Parties. With respect Closing Date, a worldwide, perpetual, paid-up, royalty-free, nonexclusive license to manufacture, use and sell the products and to provide the services which are made, used, sold or offered by the Business as of the Closing Date using any Intellectual Property licensed to software, copyrights, trade secrets, know-how, and technical information owned as of the Closing Date by Seller or any of its Affiliates by a third party, that is used and which were originally obtained by the Company Business from Seller or any of its Subsidiaries Affiliates and are in the possession of the Business at the Closing Date, subject to any rights previously granted to third parties and to any continuing government restrictions. (d) Buyer, on behalf of itself and its Affiliates, hereby grants to Seller and its Affiliates a worldwide, perpetual, paid-up, royalty-free, nonexclusive license to manufacture, use and sell the products and to provide the services which are made, used, sold or for offered by Seller and its Affiliates (excluding the Business) as of the Closing Date using any software, copyrights, trade secrets, know-how, and technical information which are in the Company possession of Seller or any of its Subsidiaries otherwise has Affiliates at the Closing Date and are conveyed to Buyer or Buyer's Affiliates pursuant to this Agreement, subject to any rights inpreviously granted to third parties and to any continuing government restrictions. (e) It is understood and agreed that the licenses granted above in this Section 7.07 do not include any right to use trademarks, to service marks or under prior to trade names, nor are such licenses transferable by Buyer or Seller, except in the Closingcase of Buyer, which licenses are not assigned to in connection with the sale or other transfer of the Business or part of the Business, or any of the Licensed Parties prior to or at Purchased Assets, in the Closing, Seller hereby grants to each case of the Licensed Parties, to the fullest extent permitted by the third party licensors, during the Transition Period and for the territory of the United States the continued right and license in, to and under such Intellectual Property, including where so-permitted the right to use, reproduce, create derivative works, distribute, perform, display, exploit and commercialize, and to practice under and to make, have made, use, sell, offer for sale and import products and services. Prior to the Closing, Seller and the Company shall cooperate to enter into a transitional Intellectual Property license agreement on terms reasonably acceptable to Purchaser and consistent its Affiliates, in connection with the license granted in, and the other terms and conditions of, this Section 4.22, upon the effectiveness sale of which the licenses and rights granted in this Section 4.22 shall terminate. Between the date hereof and the end of the Transition Period, Seller shall, and shall cause its Affiliates to, not take any action, or fail to take any action, that would limit or restrict the rights licensed under this Section 4.22 were business using such license to be granted in respect of the period beginning on the date hereoflicense.