Common use of Other Intellectual Property Matters Clause in Contracts

Other Intellectual Property Matters. (a) Effective as of the Closing Date and excluding any Trademarks and Domain Names: (i) Harbor does hereby, and shall cause its Subsidiaries to, grant to Spinco a perpetual, irrevocable, worldwide, non-terminable, non-sublicenseable (except as set forth within Section 7.7(a)(iv)), non-transferable (except as set forth within Section 7.7(a)(v)), non-exclusive, royalty free license under (A) all the Intellectual Property (other than Copyrights) owned by Harbor or its Subsidiaries (excluding Spinco and its Subsidiaries) as of the Closing and used in and necessary to the operation of the Spinco Business as of the Closing, to make, have made, use, offer for sale, sell and import products and services currently sold or provided by the Spinco Business as of the Closing Date (and any natural extensions of such products and services) and (B) all Copyrights owned by Harbor or its Subsidiaries as of the Closing and used in and necessary to the operation of the Spinco Business as of the Closing, to reproduce, make derivative works, distribute, perform, display and otherwise use and exploit the tangible embodiments of such Copyrights in connection with the activities covered in the foregoing Section 7.7(a)(i)(A). (ii) Section 7.7(a)(i) shall not obligate Harbor or its Subsidiaries to deliver any further information or tangible materials to Spinco or its Affiliates beyond that set forth elsewhere in this Agreement. (iii) All Trade Secrets, licensed pursuant to Section 7.7(a)(i) shall be treated as “Confidential Information” pursuant to the terms of Section 6.15 of the Merger Agreement and shall be subject to Section 8.5. (iv) Spinco may sublicense the rights contained within Section 7.7(a)(i) without the prior written consent of Harbor solely to its Subsidiaries, distributors of products and services sold or provided by the Spinco Business and to customers and end users of products and services sold or provided by the Spinco Business (but only to the extent necessary for such customers’ and end users’ use of such products and services), in each case only in the ordinary course of business and in a manner consistent with Harbor’s past practice, but in any event subject to confidentiality obligations substantially similar to those of the Confidentiality Agreement. (v) Spinco and its Subsidiaries shall not assign the rights contained within Section 7.7(a)(i) without the prior written consent of Harbor; provided, however, that Spinco may assign such rights solely in whole without the prior written consent of Harbor in connection with any merger, public offering, consolidation, reorganization, or sale of substantially all of the assets of Spinco. (b) Effective as of the Closing Date and excluding any Trademarks and Domain Names: (i) Spinco does hereby, and shall cause the Spinco Subsidiaries to, grant to Harbor a perpetual, irrevocable, worldwide, non-terminable, non-sublicenseable (except as set forth within Section 7.7(b)(iv)), non-transferable (except as set forth within Section 7.7(b)(v)), non-exclusive, royalty free license under (A) all the Intellectual Property (other than Copyrights) included in the Spinco Intellectual Property and used in and necessary to the operation of the Harbor Business as of the Closing, to make, have made, use, offer for sale, sell and import products and services currently sold or provided by the Harbor Business as of the Closing Date (and any natural extensions of such products and services) and (B) all Copyrights included in the Spinco Intellectual Property and used in and necessary to the operation of the Harbor Business as of the Closing, to reproduce, make derivative works, distribute, perform, display and otherwise use and exploit the tangible embodiments of such Copyrights, in each case in connection with the activities covered in Section 7.7(b)(i)(A). (ii) Section 7.7(b)(i) shall not obligate Spinco or its Subsidiaries to deliver any further information or tangible materials to Harbor or its Affiliates beyond that set forth elsewhere in this Agreement. (iii) All Trade Secrets licensed pursuant to Section 7.7(b)(i) shall be treated as “Confidential Information” pursuant to the terms of the Section 6.15 of the Merger Agreement and shall be subject to Section 8.5. (iv) Harbor may sublicense the rights contained within Section 7.7(b)(i) without the prior written consent of Spinco solely to its Subsidiaries, distributors of products and services sold or provided by the Harbor Business and to customers and end users of products and services sold or provided by the Harbor Business (but only to the extent necessary for such customers’ and end users’ use of such products and services), in each case only in the ordinary course of business and in a manner consistent with Harbor’s past practice, but in any event subject to confidentiality obligations substantially similar to those of the Confidentiality Agreement. (v) Harbor and its Subsidiaries shall not assign the rights contained within Section 7.7(b)(i) without the prior written consent of Harbor; provided, however, that Harbor may assign such rights solely in whole, or in part, without the prior written consent of Spinco in connection with any merger, public offering, consolidation, reorganization, or sale of substantially all of the assets of Harbor, any of its Subsidiaries or their respective businesses.