JS Horizon License and Exclusivity Sample Clauses

JS Horizon License and Exclusivity. (a) Subject to the terms and conditions set forth in this Agreement, Hyzon hereby grants to JS Horizon a perpetual, irrevocable, fully sublicensable (solely within the scope of the Horizon Field), non-transferable (except as set forth in Section 5.4) license under the Hyzon Patents, the Hyzon Improvements and Hyzon’s joint ownership interest in the Background IP to Exploit (i) Non-Mobility Fuel Cells anywhere in the world, other than for incorporation into Mobility Products to be sold or leased solely outside of Asia, Africa and South America, and (ii) Mobility Fuel Cells to third parties, but only for incorporation into Mobility Products to be Commercialized in Asia, Africa or South America (such Exploitation described in clauses (i) and (ii), the “Horizon Field”). The foregoing license will be (y) exclusive (even as to Hyzon and the Hyzon Entities or any of their applicable successors in interest) with respect to the Hyzon Background Improvements and Hyzon’s joint ownership interest in the Background IP and (z) non-exclusive with respect to the Hyzon Patents and Hyzon Patent Improvements. (b) Hyzon shall not, and shall cause the Hyzon Entities not to, without prior written consent from JS Horizon, Commercialize, or license or authorize any other Person to Commercialize, directly or indirectly, any of the following that incorporate or are covered by any Background IP, Additional Patents (prior to consummation of the Additional Patent Assignment) or Hyzon Background Improvements: (i) Non-Mobility Fuel Cells anywhere in the world; or (ii) Fuel Cells to any Person that Hyzon or the applicable Hyzon Entity knows, following reasonable inquiry, intends to incorporate (or permit others to incorporate) such Fuel Cells into Mobility Products to be sold or leased in Asia, Africa or South America. For clarity, nothing in this Section 2.2 restricts Hyzon or any Hyzon Entities from Exploiting products or services within the Hyzon Field. (c) Notwithstanding the restrictions on transfer set forth in Sections 2.2(a) and 2.2(b), JS Horizon may pledge this Agreement as collateral in connection with any loan, credit facility, or other debt financing involving JS Horizon or the Horizon Entities.
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