Common use of Sublicense Upon Sale of a Business Clause in Contracts

Sublicense Upon Sale of a Business. Sublicensee shall have the right to further sublicense a third party under all or any portion of the rights and sublicenses granted herein in connection with the sale, transfer or other disposition to that third party of a portion of Sublicensee’s or any of its Affiliates’ business related to this Agreement (a “Spin-Out”), and any such sublicensee shall have the same right to grant further sublicenses to another third party in connection with any further sale, transfer or other disposition of a material portion of the Spin-Out. All sublicenses granted pursuant to this Subsection 2.2.3 shall be limited to Licensed Products having substantially similar specifications as those Licensed Products sold, licensed or under development by Sublicensee within the scope of the Spin-Out immediately prior to the sale, transfer or other disposition of the Spin-Out by Sublicensee, and future versions of such Licensed Products In addition, the sublicense granted under this Section 2.2.3 is limited to the following gross revenue amounts: (A) For the first year after the effective date of the Spin-Out, such sublicense is limited to the greater of (i) 25 million U.S. dollars gross revenue of Licensed Product; or (ii) the prior year’s gross revenue of Licensed Product increased by the Annual Growth Rate. The Annual Growth Rate is the greater of (i) 1.5 times the growth rate for Sublicensee’s gross revenue of Licensed Product for the year immediately preceding the effective date of the Spin-Out; or (ii) 1.5 times the reported growth rate in gross revenue for the entire market for the Licensed Product, as reported by IDC or by a similar provider of market intelligence, advisory services, and events, if no relevant IDC assessment exists, for the year immediately preceding the effective date of the Spin-Out. The Annual Growth Rate is calculated once and is constant thereafter; that is, the Annual Growth Rate does not change from year to year. (B) In the second and subsequent years after the effective date of the Spin- Out, such sublicense is limited to the previous year’s gross revenue limit increased each year by the Annual Growth Rate, as defined above.

Sublicense Upon Sale of a Business. Sublicensee and its Affiliates shall have the right to further sublicense a third party under all or any portion of the rights and sublicenses granted herein in connection with the sale, transfer or other disposition to that third party of a portion of Sublicensee’s or any of its Affiliates’ business related to this Agreement (a “Spin-Out”), and any such sublicensee shall have the same right to grant further sublicenses to another third party in connection with any further sale, transfer or other disposition of a material portion of the Spin-Out. All sublicenses granted pursuant to this Subsection 2.2.3 2.2.2 shall be limited to Licensed Products having substantially similar specifications as those Licensed Products sold, licensed or under development by Sublicensee and its Affiliates within the scope of the Spin-Out immediately prior to the sale, transfer or other disposition of the Spin-Out by SublicenseeOut, and future versions of such Licensed Products Products. In addition, the sublicense granted under this Section 2.2.3 2.2.2 is limited to the following gross revenue amounts: (A) For the first year after the effective date of the Spin-Out, such sublicense is limited to the greater of (i) 25 million U.S. dollars gross revenue of Licensed Product; or (ii) the prior year’s gross revenue of Licensed Product increased by the Annual Growth Rate. The Annual Growth Rate is the greater of (i) 1.5 times the growth rate for Sublicensee’s gross revenue of Licensed Product for the year immediately preceding the effective date of the Spin-Out; or (ii) 1.5 times the reported growth rate in gross revenue for the entire market for the Licensed Product, as reported by IDC or by a similar provider of market intelligence, advisory services, and events, if no relevant IDC assessment exists, for the year immediately preceding the effective date of the Spin-Out. The Annual Growth Rate is calculated once and is constant thereafter; that is, the Annual Growth Rate does not change from year to year. (B) In the second and subsequent years after the effective date of the Spin- Out, such sublicense is limited to the previous year’s gross revenue limit increased each year by the Annual Growth Rate, as defined above.

Sublicense Upon Sale of a Business. Sublicensee and its Affiliates shall have the right to further sublicense a third party under all or any portion of the rights and sublicenses granted herein in connection with the sale, transfer or other disposition to that third party of a portion of Sublicensee’s or any of its Affiliates’ business related to this Agreement (a “Spin-Out”), and any such sublicensee shall have the same right to grant further sublicenses to another third party in connection with any further sale, transfer or other disposition of a material portion of the Spin-Out. All sublicenses granted pursuant to this Subsection 2.2.3 2.2.2 shall be limited to Licensed Products having substantially similar specifications as those Licensed Products sold, licensed or under development by Sublicensee and its Affiliates within the scope of the Spin-Out immediately prior to the sale, transfer or other disposition of the Spin-Out by SublicenseeOut, and future versions of such Licensed Products In addition, the sublicense granted under this Section 2.2.3 2.2.2 is limited to the following gross revenue amounts: (A) For the first year after the effective date of the Spin-Out, such sublicense is limited to the greater of (i) 25 million U.S. dollars gross revenue of Licensed Product; or (ii) the prior year’s gross revenue of Licensed Product increased by the Annual Growth Rate. The “Annual Growth Rate is the greater of (i) 1.5 times the growth rate for Sublicensee’s gross revenue of Licensed Product for the year immediately preceding the effective date of the Spin-Out; or (ii) 1.5 times the reported growth rate in gross revenue for the entire market for the Licensed Product, as reported by IDC or by a similar provider of market intelligence, advisory services, and events, if no relevant IDC assessment exists, for the year immediately preceding the effective date of the Spin-Out. The Annual Growth Rate is calculated once and is constant thereafter; that is, the Annual Growth Rate does not change from year to year. (B) In the second and subsequent years after the effective date of the Spin- Out, such sublicense is limited to the previous year’s gross revenue limit increased each year by the Annual Growth Rate, as defined above.

Sublicense Upon Sale of a Business. Sublicensee shall have the right to further sublicense a third party under all or any portion of the rights and sublicenses granted herein in connection with the sale, transfer or other disposition to that third party of a portion of Sublicensee’s or any of its Affiliates’ business related to this Agreement (a “Spin-Out”), and any such sublicensee shall have the same right to grant further sublicenses to another third party in connection with any further sale, transfer or other disposition of a material portion of the Spin-Out. All sublicenses granted pursuant to this Subsection 2.2.3 shall be limited to Licensed Products having substantially similar specifications as those Licensed Products sold, licensed or under development by Sublicensee within the scope of the Spin-Out immediately prior to the sale, transfer or other disposition of the Spin-Out by Sublicensee, and future versions of such Licensed Products In addition, the sublicense granted under this Section 2.2.3 is limited to the following gross revenue amounts: (A) For the first year after the effective date of the Spin-Out, such sublicense is limited to the greater of (i) 25 million U.S. dollars gross revenue of Licensed Product; or (ii) the prior year’s gross revenue of Licensed Product increased by the Annual Growth Rate. The “Annual Growth Rate is the greater of (i) 1.5 times the growth rate for Sublicensee’s gross revenue of Licensed Product for the year immediately preceding the effective date of the Spin-Out; or (ii) 1.5 times the reported growth rate in gross revenue for the entire market for the Licensed Product, as reported by IDC or by a similar provider of market intelligence, advisory services, and events, if no relevant IDC assessment exists, for the year immediately preceding the effective date of the Spin-Out. The Annual Growth Rate is calculated once and is constant thereafter; that is, the Annual Growth Rate does not change from year to year. (B) In the second and subsequent years after the effective date of the Spin- Out, such sublicense is limited to the previous year’s gross revenue limit increased each year by the Annual Growth Rate, as defined above.