Common use of Licensed Rights Clause in Contracts

Licensed Rights. Licensor hereby grants to Licensee those rights listed in Sections 3(a) through (i) below, subject to the limitations set forth therein and in Section 3(j) below. (a) a nonexclusive, royalty-bearing license in the ELL Field in the Territory to use, display, perform, promote, distribute, and sell the HMH ELL Destination Products, as part of an ELL service; (b) a nonexclusive, royalty-bearing license in the ELL Field in the Territory to use, display, perform, promote, distribute, and sell the HMH ELL Other Products solely to the extent included in any HMH ELL Other Products Derivative Works, as part of an ELL service; (c) a nonexclusive, royalty-bearing license to, in the exercise of the above licenses, offer a Pre-K/K Curriculum Offering in a Learning Center as part of an ELL offering made available in such Learning Center, which Pre-K/K Curriculum Offering may use or otherwise incorporate an unlimited amount of the applicable HMH Product identified in the applicable license grant in unaltered shelf form (i.e., without a requirement to create a derivative work before using such HMH Product); provided that the instruction for such Pre-K/K Curriculum Offering is in English; (d) a nonexclusive, royalty-bearing license in the ELL Field in the Territory to display, perform and distribute the Software, in object code form only, and associated enduser documentation, alone or as part of other software products, solely for the purpose of making the HMH ELL Products available in accordance with the license in Section 3(a)-(c) above; (e) a nonexclusive, royalty-bearing license to use the Destination Marks to advertise and promote in the ELL Field in the Territory any products or services; (f) a nonexclusive, royalty-bearing right during the ten (10) year period following the Effective Date of the Master License Agreement to use the Attribution Language to advertise and promote in the Territory and the ELL Field any products or services which, when measured on an individual title basis and measured by lesson or page count, are comprised of more than 50% content from HMH ELL Products; (g) a nonexclusive, royalty-bearing license to use the Rise Marks to use, advertise, promote, distribute, and sell in the ELL Field in the Territory Rise Products; (h) a nonexclusive, royalty-bearing license in the ELL Field in the Territory to use, display, perform, promote, distribute, and sell the Customized Products, as part of an ELL service; (i) a nonexclusive, royalty-bearing license in the ELL Field in the Territory to use, display, perform, promote, distribute, and sell the Original Works, as part of an ELL service;

Licensed Rights. Licensor hereby grants to Licensee those the rights listed set forth in Sections 3(a) through (i3(a)-(i) below, subject to the limitations restrictions set forth therein in this Agreement and in Section 3(j) below.: (a) a nonexclusive, royalty-bearing license in the ELL Field in the Territory to use, display, perform, promote, distribute, distribute and sell the HMH ELL Destination ProductsProducts as a non-exclusive, royalty-bearing license as part of an ELL servicethe English Language Learning services in the Territory; (b) a nonexclusive, royalty-bearing license in the ELL Field in the Territory to use, display, perform, promote, distribute, distribute and sell the HMH ELL Other Products solely (limited to the extent those included in any derivative works of the HMH ELL Other Products Derivative WorksProducts) as a non-exclusive, royalty-bearing license as part of an ELL servicethe English Language Learning services in the Territory; (c) a nonexclusive, royalty-bearing license to, in the exercise of the above licenseslicense rights, offer a Pre-K/K Curriculum Offering in Curriculums to the Learning Centers as a Learning Center as part non-exclusive license of an the ELL offering made services available in at such Learning Center, which Centers. Such Pre-K/K Curriculum Offering Curriculums may use be used or otherwise incorporate an unlimited amount of the applicable HMH Product identified embedded in the applicable license grant in unaltered shelf form (i.e.without changing its form, that is, without a requirement to create creating a derivative work before product prior to using such HMH Product); Products) related license (clearly identified related HMH Products) without quantitative limitations, provided that the instruction for such Pre-K/K Curriculum Offering is Curriculums are presented in English;. (d) a nonexclusivenon-exclusive, royalty-bearing license to display, implement and distribute any Software (in object code form) and related end-user documentation that is solely or as part of other Software products in the ELL Field in the Territory to display, perform and distribute the Software, in object code form only, and associated enduser documentation, alone or as part of other software products, solely for the sole purpose of making using the HMH ELL Products available in accordance with the license in Section and HMH ELL Other Products pursuant to Sections 3(a)-(c) above;. (e) a nonexclusivenon-exclusive, royalty-bearing license to use the Destination Marks to advertise and promote in promoting or marketing any product or service in ELL Field in the Territory. (f) non-exclusive, royalty-bearing rights to use Attribution Language in advertising and promoting any of the following products or services in ELL Field in the Territory any products or services; (f) a nonexclusivebefore October 4, royalty-bearing right during the ten (10) year period following the Effective Date of the Master License Agreement to use the Attribution Language to advertise and promote in the Territory and the ELL Field any products or services which, when measured on an individual title basis and measured by lesson or page count, are comprised of 2021: more than 50% content of the contents of the products or services are sourced from HMH ELL Products;, measured by a single book, in terms of curriculums or pages. (g) a nonexclusivenon-exclusive, royalty-bearing license to use the Rise Marks to use, advertise, promote, distribute, and sell in the ELL Field in the Territory Rise Products; (h) a nonexclusive, royalty-bearing license in the ELL Field in the Territory to use, display, perform, promotepublish, distribute, and distribute or sell Rise Marks in ELL Field in the Customized Products, as part of an ELL service;Territory. (ih) a nonexclusivenon-exclusive, royalty-bearing license in the ELL Field in the Territory to use, display, perform, promotepublish, distributedistribute or sell Customized Products as ELL services in ELL Field in the Territory. (i) a non-exclusive, and royalty-bearing license to use, display, perform, publish, distribute or sell Original Works as ELL services in ELL Field in the Original Works, as part of an ELL service;Territory.