Common use of Subsidiaries/Sublicensing Clause in Contracts

Subsidiaries/Sublicensing. 3.4.1 Each Subsidiary licensed under Section 3.1 or 3.2 shall be bound by the terms and conditions of this Agreement. Any such license granted to such party shall terminate on the date such party ceases to be a Subsidiary, provided that the parties shall negotiate in good faith a transition license period sufficient to cover the reasonable transition needs of such Subsidiary. 3.4.2 Seller and its Subsidiaries may sublicense their licensed rights in Section 3.1.1 to Covered Parties, solely (a) for the resale or redistribution of Seller and its Subsidiaries’ products, (b) for the sale of Seller Components solely for incorporation into Covered Products or (c) to allow Covered Parties to make Seller Components solely for incorporation into Covered Products, in each case, outside the Field and subject to Article IV. For the avoidance of doubt, the above sublicenses do not cover Covered Products as a whole, any components, subassemblies or subsystems of Covered Products (even other components, subassemblies or subsystems sold by Seller or its Subsidiaries) that are not Seller Components or the incorporation of any components, subassemblies or subsystems other than Seller Components into Covered Products, but do cover the incorporation of Seller Components into Covered Products. 3.4.3 Seller and its Subsidiaries may sublicense their licensed rights in Section 3.2 to Covered Parties, solely (a) for the resale or redistribution of Seller and its Subsidiaries’ products, (b) for the sale of Seller Components solely for incorporation into Covered Products or (c) to allow Covered Parties to make Seller Components solely for incorporation into Covered Products, in each case, outside the Field subject to Article IV. For the avoidance of doubt, the above sublicenses do not cover Covered Products as a whole, any components, subassemblies or subsystems of Covered Products (even other components, subassemblies or subsystems sold by Seller or its Subsidiaries) that are not Seller Components, the incorporation of any components, subassemblies or subsystems other than Seller Components into such Covered Product, or the incorporation of Seller Components into Covered Products.

Subsidiaries/Sublicensing. 3.4.1 Each Subsidiary licensed under Section 3.1 2.1 or 3.2 2.2 shall be bound by the terms and conditions of this Agreement. Any such license granted to such party shall terminate on the date such party ceases to be a Subsidiary, provided that the parties shall negotiate in good faith a transition license period sufficient to cover the reasonable transition needs of such Subsidiary. 3.4.2 Seller . Buyer and its Subsidiaries may sublicense their licensed rights (i) in Section 3.1.1 2.1 and 2.2, to vendors, suppliers, distributors, customers, end-users and other parties in the normal supply and distribution chain or other third-party licensees (“Covered Parties, ”) solely (a) for the resale or redistribution of Seller Buyer and its Subsidiaries’ products, (b) for the sale of Seller Components Buyer and its Subsidiaries’ own components, subassemblies or subsystems (“Buyer Components”) solely for incorporation into the products to be distributed or sold by the Covered Products Parties (“Covered Products”) or (c) to allow Covered Parties to make Seller Buyer Components solely for incorporation into Covered Products, in each case, outside the Field and subject to Article IV. For IV (but for the avoidance of doubt, the above sublicenses do not cover Covered Products as a whole, any components, subassemblies or subsystems of Covered Products (even other components, subassemblies or subsystems sold by Seller Buyer or its Subsidiaries) that are not Seller Buyer Components or the incorporation of any components, subassemblies or subsystems other than Seller Buyer Components into Covered Products, but do cover the incorporation of Seller Buyer Components into Covered Products. 3.4.3 Seller ) and its Subsidiaries may sublicense their licensed rights (ii) in Section 3.2 2.2, also to Covered Partiestheir authorized licensees, solely (a) for the resale sublicensees, agents, contractors or redistribution of Seller and its Subsidiaries’ productsemployees, (b) for the sale of Seller Components solely for incorporation into Covered Products or (c) to allow Covered Parties to make Seller Components solely for incorporation into Covered Products, in each case, outside the Field subject to Article IV. For the avoidance of doubt, the above sublicenses do not cover Covered Products as a whole, any components, subassemblies or subsystems of Covered Products (even other components, subassemblies or subsystems sold by Seller or its Subsidiaries) that are not Seller Components, the incorporation of any components, subassemblies or subsystems other than Seller Components into such Covered Product, or the incorporation of Seller Components into Covered Products.