Common use of Retention of License to TFMC Clause in Contracts

Retention of License to TFMC. The Parties acknowledge that the Licensed TEN Patents have been transferred to TEN as part of the Separation, subject to the retention by TFMC in favor of itself and its current and future Subsidiaries of, and TEN hereby grants to TFMC and its current and future Subsidiaries, effective as of the Effective Date and subject to the terms and conditions set forth herein, a royalty-free, fully paid up, non-transferable (except as set forth in Section 5.12), sublicensable (solely as set forth in this Section 1.1), non-exclusive license for the Term to use and exploit the Licensed TEN Patents in the TFMC Field. Subject to the restrictions set forth above, the foregoing license includes (unless specified otherwise in any Annex to this Agreement related to any specific patent or family of patents), but is not limited to the rights (i) to make, have made, use, import, export, distribute, offer to sell and sell products and services under the Licensed TEN Patents and (ii) to enhance, improve and otherwise exploit the inventions claimed in the Licensed TEN Patents. The foregoing license is sublicensable solely as is reasonably necessary in connection with the receipt of services by TFMC and its Subsidiaries but is not sublicensable pursuant to this Section 1.1 for use by any third party for such third party’s own benefit. TFMC shall require such permitted sublicensees to agree in writing to comply with the limited scope of any such sublicense.