Common use of Patent License Clause in Contracts

Patent License. Subject to the terms and conditions of this Agreement, effective as of the Effective Time, SpinCo hereby grants on behalf of itself and its Subsidiaries, to Citrix and its Subsidiaries a limited, worldwide, non-transferable and non-assignable (except as expressly permitted in Section 8.6), non-sublicensable (except as expressly permitted in Section 2.3), perpetual and irrevocable (except as set forth in Section 7.2), royalty-free and fully paid-up, non-exclusive license in, to and under any and all, (a) Patents owned by any member of the SpinCo Group as of the Effective Time, including all Patents included in the Transferred IP and any Patents filed in SpinCo’s name through the Effective Time, (b) Patents that cover any Improvements made by SpinCo or its Affiliates to the Citrix Licensed IP, in each case to the extent owned by SpinCo or any of its Affiliates, and (c) national or international counterparts to, including any divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and extensions of, any of the Patents described in the foregoing clauses (a) or (b), in each case solely in connection with the products or services of Citrix or its Subsidiaries and extensions, upgrades and evolutions thereof, and solely to the extent that the foregoing would infringe a Necessary Claim, and including the rights to make, have made, use, develop, sell, have sold, offer for sale, and import any such products or services.

Patent License. Subject to the terms and conditions of this Agreement, effective as of the Effective Time, SpinCo hereby grants on behalf of itself and its Subsidiaries, to Citrix and its Subsidiaries a limited, worldwide, non-transferable and non-assignable (except as expressly permitted in Section 8.6), non-sublicensable (except as expressly permitted in Section 2.3), perpetual and irrevocable (except as set forth in Section 7.2), royalty-free and fully paid-up, non-exclusive license in, to and under any and all, (ai) Patents owned by any member of the SpinCo Group as of the Effective Time, including all Patents included in the Transferred IP and any Patents filed in SpinCo’s name through the Effective Time, (bii) Patents that cover any Improvements made by SpinCo or its Affiliates to the Citrix Licensed IP, in each case to the extent owned by SpinCo or any of its Affiliates, and (ciii) patents issuing from, and national or international counterparts to, including any divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and extensions of, any of the Patents described in the foregoing clauses (ai) or (bii), in each case solely in connection with the products or services of Citrix or its Subsidiaries and extensions, upgrades and evolutions thereof, and solely to the extent that the foregoing would infringe a Necessary Claim, and including the rights to make, have made, use, develop, sell, have sold, offer for sale, and import any such products or services.

Patent License. Subject to the terms and conditions of this Agreement, effective as of the Effective Time, SpinCo Citrix hereby grants on behalf of itself and its Subsidiaries, to Citrix SpinCo and its Subsidiaries a limited, worldwide, non-transferable and non-assignable (except as expressly permitted in Section 8.6), non-sublicensable (except as expressly permitted in Section 2.3), perpetual and irrevocable (except as set forth in Section 7.2), royalty-free and fully paid-up, non-exclusive license in, to and under any and all, (aA) Patents owned by any member of the Citrix Group as of the Effective Time having one or more Necessary Claims that would be infringed by the products and services of the SpinCo Group Business as of the Effective Time, including all Patents included in the Transferred IP and any Patents filed in SpinCo’s name through the Effective Time, (bB) Patents that cover any Improvements made by SpinCo Citrix or its Affiliates to the Citrix SpinCo Licensed IP, in each case to the extent owned by SpinCo Citrix or any of its Affiliates, and (cC) national or international counterparts to, including any divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and extensions of, any of the Patents described in the foregoing clauses (aA) or (bB), in each case solely in connection with the products or services of Citrix or SpinCo and its Subsidiaries and extensions, upgrades and evolutions thereof, thereof and solely to the extent that the foregoing would infringe a Necessary Claim, and including the rights to use, develop, make, have made, use, develop, sell, have sold, offer for sale, sale and import any such products or services. As used in this Agreement, “Necessary Claims” of a Patent licensed under this Agreement means any one or more Valid Claims of such Patent which, in the absence of such license, would be infringed by the activities permitted under such license.