Restrictions on Gogo’s Use of Airspan Background IP, [* Sample Clauses

Restrictions on Gogo’s Use of Airspan Background IP, [*. Except as expressly permitted hereunder, Gogo will not: (a) reverse engineer, decompile or disassemble any software in the Airspan Background IP, [***], or any portion thereof that is provided by Airspan only in object code; (b) except as set forth in Section 2.9(a)(iii)(d), below, sublicense, lease, rent, loan or otherwise transfer (except pursuant to Section 12.1) the Airspan Background IP, [***] to any third party other than as part of, or in conjunction with, the commercialization of products purchased from Airspan and incorporating such Airspan Background IP, [***]in accordance with Section 2.9(a)(ii) above; (c) except as set forth in Section 2.9(a)(iii)(d), below, modify, alter, translate or create derivative works of the Airspan Background IP, [***]; or (d) unless and until this Agreement is terminated by Gogo under Sections 7.2(a), 7.2(b), or 7.2(e) or by Airspan under Section 7.2(c) of this Agreement, or the Supply and Product Support Agreement, dated November 25, 2019 (“PSA”) is terminated by Gogo under Sections 8.1(b), 8.1(d) or 8.1(e) of the PSA, Gogo will not exercise its rights under Section 2.9(a)(ii) to adapt, modify, commercialize, make, have made, use, keep, offer to sell, sell, import, and otherwise implement, further develop, or manufacture (or have manufactured) the [***], Airspan Background IP, [***], provided, however that in the event this Agreement is terminated by Gogo under Section 7.2(a) or 7.2(e) of this Agreement, or the PSA is terminated by Gogo under Sections 8.1(d) or 8.1(e) of the PSA, Gogo will pay Airspan a royalty on each third party product containing Airspan Background IP, [***]that Gogo purchases from any party other than Airspan in the amount of [***] of the price set forth in Exhibit B of the PSA for substantially similar Product immediately prior to the event leading to termination of this Agreement.
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Related to Restrictions on Gogo’s Use of Airspan Background IP, [*

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