Software License Grants. 2.3.1. Subject to the terms and conditions of this Agreement, and subject to rights of Third Parties and licenses in effect as of the Internal Contribution Date, effective as of the Internal Contribution Date, ConocoPhillips hereby grants, and agrees to cause each other ConocoPhillips Group member to grant, to Xxxxxxxx 66 Company a non-exclusive, fully paid-up, worldwide, perpetual, non-sublicensable (except as provided in Section 8.2), non-assignable (except as provided in Section 8.1), royalty-free and irrevocable license to, in the conduct of the Xxxxxxxx 66 Business, use, reproduce, distribute, display and prepare Derivative Works based upon, any ConocoPhillips Group Software that is used in the Xxxxxxxx 66 Business as of the Internal Contribution Date. 2.3.2. Subject to the terms and conditions of this Agreement, and subject to rights of Third Parties and licenses in effect as of the Internal Contribution Date, effective immediately following the Internal Contribution Date, Xxxxxxxx 66 hereby grants, and agrees to cause each other Xxxxxxxx 66 Group member to grant to ConocoPhillips Company a non-exclusive, fully paid-up, worldwide, perpetual, non-sublicensable (except as provided in Section 8.2), non-assignable (except as provided in Section 8.1), royalty-free and irrevocable license to, in the conduct of the ConocoPhillips Business, use, reproduce, distribute, display and prepare Derivative Works based upon, any Xxxxxxxx 66 Group Software that is used in the ConocoPhillips Business as of the Internal Contribution Date. 2.3.3. Subject to the terms and conditions of this Agreement, and subject to rights of Third Parties and licenses in effect as of the Internal Contribution Date, effective as of the Internal Contribution Date, ConocoPhillips hereby grants, and agrees to cause each other ConocoPhillips Group member to grant, to Xxxxxxxx 66 Company a non-exclusive, fully paid-up, worldwide, perpetual, fully-sublicensable, fully-assignable, royalty-free and irrevocable license to use, reproduce, distribute, display and prepare Derivative Works based upon any Software described under Section 2.1.3. The license granted in this Section 2.3.3 shall not be restricted to any field of use.
Appears in 4 contracts
Samples: Intellectual Property Assignment and License Agreement, Intellectual Property Assignment and License Agreement (Conocophillips), Intellectual Property Assignment and License Agreement (Phillips 66)
