Common use of License of Intellectual Property Rights Clause in Contracts

License of Intellectual Property Rights. At one minute after the Effective Time, and, for the avoidance of doubt, prior to the transactions set forth in Sections 2.9(a)(ii)(C) and 2.9(c)(ii), pursuant to and subject to the terms and conditions of this Agreement, in consideration of the payment of the Applicable Portion of the Adenyo Cash Consideration and the Applicable Portion of the Adenyo US Cash Consideration, delivery of the Applicable Portion of the Escrow Amount to the Escrow Agent (on behalf of Adenyo and Adenyo US), the right to receive the Applicable Portion of any Additional Initial Consideration, and the right to receive the Applicable Portion of the Earn-out Amount, each of Amalco and Adenyo US shall execute and deliver a fully paid up, perpetual, royalty free, irrevocable license, in the form attached to this Agreement as Exhibit E, granting Cayman Buyer the right to use all Intellectual Property included in the Purchased Assets worldwide except in the United States or Canada;

Appears in 2 contracts

Samples: Arrangement Agreement, Arrangement Agreement (Motricity Inc)

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License of Intellectual Property Rights. At one minute after the Effective Time, and, and for the avoidance of doubt, prior to the transactions set forth in Sections 2.9(a)(ii)(C2.3(a)(ii)(C) and 2.9(c)(ii)2.3(c)(ii) of this Plan of Arrangement, pursuant to and subject to the terms and conditions of this the Arrangement Agreement, in consideration of the payment of the Applicable Portion of the Adenyo Cash Consideration and the Applicable Portion of the Adenyo US Cash Consideration, delivery of the Applicable Portion of the Escrow Amount to the Escrow Agent (on behalf of Adenyo and Adenyo US), the right to receive the Applicable Portion of any Additional Initial Consideration, Consideration and the right to receive the Applicable Portion of the Earn-out Amount, each of Amalco and Adenyo US shall execute and deliver a fully paid up, perpetual, royalty free, irrevocable license, in the form attached to this Agreement as Exhibit EE to the Arrangement Agreement, granting Cayman Buyer the right to use all Intellectual Property included in the Purchased Assets worldwide except in the United States or Canada;

Appears in 2 contracts

Samples: Arrangement Agreement, Arrangement Agreement (Motricity Inc)

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