Common use of IP Contracts Clause in Contracts

IP Contracts. Section 3.16(d) of the Company Disclosure Letter sets forth a complete and accurate list of material Contracts in effect as of the date of this Agreement pursuant to which (i) the Company or any of its Subsidiaries has granted a license to a third Person under any material Company Intellectual Property, other than (A) Contracts with end users and other customers (including resellers, distributors and Channel Partners), or with potential end users and other customers (including potential resellers, distributors and Channel Partners), to the extent granting non-exclusive licenses in connection with the evaluation, provision, sale, resale, license, distribution, support or maintenance of a Company Product or service in the ordinary course of business; (B) Contracts with consultants, contractors and vendors (including manufacturers, suppliers and contract research organizations) to the extent granting non-exclusive licenses in connection with the counterparty’s provision of products or services to or for the Company or any of its Subsidiaries in the ordinary course of business; (C) other licenses entered in the ordinary course of business; and (D) any non-disclosure agreements providing for the sharing of and access to confidential information (and the right to use confidential information for the purpose enumerated in the applicable non-disclosure agreement) that do not contain any other grants of licenses or other rights with respect to Intellectual Property; or (ii) a third Person has licensed any Intellectual Property to the Company or any of its Subsidiaries that is material to the operation of the business of the Company and its Subsidiaries taken as a whole, excluding, in each case, any (1) non-exclusive licenses or related services Contracts for commercially available software, technology or Intellectual Property; (2) any licenses to Open Source Software; (3) Contracts with employees or independent contractors for the assignment of, or license to the Company or its Subsidiaries of any Intellectual Property; (4) non-exclusive licenses authorizing limited use of brand materials, feedback, or other Intellectual Property that are incidental to the primary purpose of the Contract; and (5) any non-disclosure agreements providing for the sharing of and access to confidential information (and the right to use confidential information for the purpose enumerated in the applicable non-disclosure agreement) that do not contain any other grants of licenses or other rights with respect to Intellectual Property (all such Contracts that are, or are required to be, listed under clauses (i) and (ii) of this Section 3.16(d), the “IP Contracts”).

IP Contracts. Section 3.16(d) of the Company Disclosure Letter sets forth a complete and accurate list of material Contracts in effect as of the date of this Agreement pursuant to which (i) the Company or any of its Subsidiaries has granted a license or other right to a third Person under any material Company Intellectual Property, other than any (A) Contracts with end users and other customers non-disclosure agreements; (including resellers, distributors and Channel Partners), or with potential end users and other customers (including potential resellers, distributors and Channel Partners), to the extent granting B) non-exclusive licenses in connection with granted by the evaluation, provision, sale, resale, license, distribution, support or maintenance of a Company Product or service to customers in the ordinary course of businessbusiness or in the ordinary course of business in connection with the provision, support, maintenance, or sale of any Company product or service; (BC) Contracts with consultants, contractors and vendors (including manufacturers, suppliers and contract research organizations) to the extent granting non-exclusive licenses granted to service providers in connection with the counterparty’s provision support of products or services provided to or for the Company or any of its Subsidiaries in the ordinary course of business; (C) other licenses entered in the ordinary course of businessSubsidiaries; and (D) any incidental, non-disclosure agreements providing for exclusive Mark licenses that are not material to the sharing business of and access to confidential information (and the right to use confidential information for the purpose enumerated in the applicable non-disclosure agreement) that do not contain Company or any other grants of licenses or other rights with respect to Intellectual Propertyits Subsidiaries, taken as a whole; or (ii) a third Person has licensed or granted any other right to any Intellectual Property to the Company or any of its Subsidiaries that is material to the operation of the business of the Company and or any of its Subsidiaries Subsidiaries, taken as a whole, excluding, in each case, any (1V) non-disclosure agreements and rights to use feedback; (W) non-exclusive licenses or related services Contracts for commercially available softwareavailable, technology or Intellectual PropertyProperty that is not material to the Company or any of its Subsidiaries; (2X) any licenses to Open Source Softwaresoftware and materials licensed as open-source, public-source or freeware; (3Y) Contracts with employees or independent contractors for the assignment of, or license to the Company or its Subsidiaries of to, any Intellectual Property; and (4Z) non-exclusive licenses authorizing limited use of brand materials, feedback, materials or other Intellectual Property that are incidental to the primary purpose of the Contract; or (iii) or any material settlement, co-existence, or covenant not to sue Contract to which the Company or any of its Subsidiaries is a party that materially limits the Company’s rights and (5) any non-disclosure agreements providing for ability to exploit the sharing of and access to confidential information (and the right to use confidential information for the purpose enumerated in the applicable non-disclosure agreement) that do not contain any other grants of licenses or other rights with respect to Company Intellectual Property (all such Contracts that are, or are required to be, listed under clauses (i) and ), (ii) or (iii) of this Section 3.16(d), the “IP Contracts”).

IP Contracts. Section 3.16(d) of the Company Disclosure Letter sets forth a complete and accurate list of material Contracts in effect as of the date of this Agreement pursuant to which (i) the Company or any of its Subsidiaries has granted a license or other right to a third Person under any material Company Intellectual Property, other than excluding, in each case, any (A) Contracts with end users non-disclosure agreements and other customers rights to use feedback; (including resellers, distributors and Channel Partners), or with potential end users and other customers (including potential resellers, distributors and Channel Partners), to the extent granting B) non-exclusive licenses in connection with granted by the evaluation, provision, sale, resale, license, distribution, support or maintenance of a Company Product or service to customers and distributors in the ordinary course of business; (B) Contracts with consultants, contractors and vendors (including manufacturers, suppliers and contract research organizations) to the extent granting non-exclusive licenses in connection with the counterparty’s provision of products business or services to or for the Company or any of its Subsidiaries in the ordinary course of businessbusiness to Service Providers in connection with the provision, support, maintenance, development or sale of any Company product or service; and (C) other licenses entered in the ordinary course of business; and (D) any non-disclosure agreements providing for the sharing exclusive licenses authorizing limited use of and access to confidential information (and the right to use confidential information for the purpose enumerated in the applicable non-disclosure agreement) that do not contain any other grants of licenses brand materials or other rights with respect Intellectual Property Rights that are incidental to Intellectual Propertythe primary purpose of the Contract; or (ii) a third Person has licensed or granted any Intellectual Property other right to the Company or any of its Subsidiaries to any Patent or other Intellectual Property Rights that is material to the operation of the business of the Company and or any of its Subsidiaries Subsidiaries, taken as a whole, excluding, in each case, any (1A) non-disclosure agreements and rights to use feedback; (B) non-exclusive licenses or related services Contracts for commercially available software, technology or Intellectual Propertysoftware that are not material to the Company or any of its Subsidiaries; (2C) any licenses to Open Source Softwaresoftware and materials licensed as open-source, public-source or freeware; (3D) Contracts with employees or independent contractors Service Providers for the assignment of, or license to the Company or its Subsidiaries of to, any Intellectual PropertyProperty Rights; and (4E) non-exclusive licenses authorizing limited use of brand materials, feedback, materials or other Intellectual Property Rights that are incidental to the primary purpose of the Contract; or (iii) or any settlement, co-existence, or covenant not to sue Contract to which the Company or any of its Subsidiaries is a party that materially limits the Company’s rights and (5) any non-disclosure agreements providing for ability to exploit the sharing of and access to confidential information (and the right to use confidential information for the purpose enumerated in the applicable non-disclosure agreement) that do not contain any other grants of licenses or other rights with respect to Company Intellectual Property (all such Contracts that are, or are required to be, listed under clauses (i) and ), (ii) or (iii) of this Section 3.16(d), the “IP Contracts”).

IP Contracts. Section 3.16(d3.16(e) of the Company Disclosure Letter sets forth a complete and accurate list of material Contracts in effect as of the date of this Agreement pursuant to which (i) the Company or any of its Subsidiaries has assigned or granted a license license, or other right to a third Person under any material Company Intellectual Property, other than (A1) non-disclosure agreements, (2) Contracts with end users and other customers (including users, customers, resellers, channel partners, and distributors and Channel Partners), or with potential end users and other customers (including potential resellers, distributors and Channel Partners), to the extent granting non-exclusive licenses granted in connection with the evaluation, provision, salesupport, resalemaintenance, license, distribution, support or maintenance sale of a Company Product any product or service of the Company or any of its Subsidiaries in the ordinary course of business; (B3) OEM, strategic alliance and similar Contracts entered into in the ordinary course of business to the extent granting non-exclusive licenses; (4) Contracts with consultants, contractors Service Providers and vendors (including manufacturers, suppliers and contract research organizations) to the extent granting non-exclusive licenses in connection with the counterparty’s provision of products or services to or for the Company or any of its Subsidiaries in the ordinary course of business; (C) other licenses entered in the ordinary course of business; and (D5) any non-disclosure agreements providing for the sharing exclusive licenses authorizing use of and access to confidential information (and the right to use confidential information for the purpose enumerated in the applicable non-disclosure agreement) that do not contain any other grants of licenses brand materials, feedback, or other rights with respect Intellectual Property Rights that are incidental to Intellectual Propertythe primary purpose of the Contract; or (ii) a third Person has licensed granted a license or other right to any Intellectual Property Rights or Technology to the Company or any of its Subsidiaries that is are material to the operation of the business of the Company and or any of its Subsidiaries Subsidiaries, taken as a whole, excluding, in each case, any other than (1A) non-disclosure agreements; (B) non-exclusive licenses or related services Contracts for commercially available softwareavailable, technology Technology or Intellectual PropertyProperty Rights; (2C) any licenses to Open Source SoftwareSoftware or other data and materials licensed as open-source, public-source or freeware; (3D) Contracts with employees or independent contractors Service Providers for the assignment of, or license to, any Intellectual Property Rights to the Company or any of its Subsidiaries of any Intellectual PropertySubsidiaries; and (4E) non-exclusive licenses authorizing limited use of brand materials, feedback, feedback or other Intellectual Property Rights that are incidental to the primary purpose of the Contract; and (5iii) any non-disclosure agreements providing third party other than a Service Provider or other vendor has (either solely or jointly with the Company or any of its Subsidiaries) developed any Technology or Intellectual Property Rights for the sharing Company or any of its Subsidiaries that are material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole; or (iv) any settlement, co-existence, or covenant not to sue Contract to which the Company or any of its Subsidiaries is a party that, in each case, materially limits the Company’s rights and access ability to confidential information (and exploit the right to use confidential information for the purpose enumerated in the applicable non-disclosure agreement) that do not contain any other grants of licenses or other rights with respect to Company Intellectual Property (all such Contracts that are, or are required to be, listed under clauses (i) and ), (ii) or (iii) of this Section 3.16(d3.16(e), the “IP Contracts”).

IP Contracts. Section 3.16(d) of the Company Disclosure Letter sets forth a complete and accurate list of material Contracts in effect as of the date of this Agreement February 4, 2024 pursuant to which (i) the Company or any of its Subsidiaries has granted a license or other right to a third Person under any material Company Intellectual Property, other than any (A) Contracts with end users and other customers non-disclosure agreements; (including resellers, distributors and Channel Partners), or with potential end users and other customers (including potential resellers, distributors and Channel Partners), to the extent granting B) non-exclusive licenses in connection with granted by the evaluation, provision, sale, resale, license, distribution, support or maintenance of a Company Product or service to customers in the ordinary course of businessbusiness or in the ordinary course of business in connection with the provision, support, maintenance, or sale of any Company product or service; (BC) Contracts with consultants, contractors and vendors (including manufacturers, suppliers and contract research organizations) to the extent granting non-exclusive licenses granted to service providers in connection with the counterparty’s provision support of products or services provided to or for the Company or any of its Subsidiaries in the ordinary course of business; (C) other licenses entered in the ordinary course of businessSubsidiaries; and (D) any incidental, non-disclosure agreements providing for exclusive Mark licenses that are not material to the sharing business of and access to confidential information (and the right to use confidential information for the purpose enumerated in the applicable non-disclosure agreement) that do not contain Company or any other grants of licenses or other rights with respect to Intellectual Propertyits Subsidiaries, taken as a whole; or (ii) a third Person has licensed or granted any other right to any Intellectual Property to the Company or any of its Subsidiaries that is material to the operation of the business of the Company and or any of its Subsidiaries Subsidiaries, taken as a whole, excluding, in each case, any (1V) non-disclosure agreements and rights to use feedback; (W) non-exclusive licenses or related services Contracts for commercially available softwareavailable, technology or Intellectual PropertyProperty that is not material to the Company or any of its Subsidiaries; (2X) any licenses to Open Source Softwaresoftware and materials licensed as open-source, public-source or freeware; (3Y) Contracts with employees or independent contractors for the assignment of, or license to the Company or its Subsidiaries of to, any Intellectual Property; and (4Z) non-exclusive licenses authorizing limited use of brand materials, feedback, materials or other Intellectual Property that are incidental to the primary purpose of the Contract; or (iii) or any material settlement, co-existence, or covenant not to sue Contract to which the Company or any of its Subsidiaries is a party that materially limits the Company’s rights and (5) any non-disclosure agreements providing for ability to exploit the sharing of and access to confidential information (and the right to use confidential information for the purpose enumerated in the applicable non-disclosure agreement) that do not contain any other grants of licenses or other rights with respect to Company Intellectual Property (all such Contracts that are, or are required to be, listed under clauses (i) and ), (ii) or (iii) of this Section 3.16(d), the “IP Contracts”).