Common use of TRANSFER OF PRODUCT BY ADAPTEC Clause in Contracts

TRANSFER OF PRODUCT BY ADAPTEC. If Adaptec shall transfer to a third party (a "Transferee") a product licensed under the Wild File Patents under Section 3.1 (a "Transferred Product"), as part of a transfer of assets, stock or other rights in a product line, then, after Adaptec's notification to Roxio of such transfer, Adaptec may transfer its license for the Transferred Product to the Transferee on the condition that Adaptec becomes unlicensed for the Transferred Product (as that term is defined in the agreement transferring the product from Adaptec to the Transferee ("Product Transfer Agreement")). The foregoing shall not affect Adaptec's license under the Wild File Patents with respect to any other product. Roxio hereby grants Adaptec an option for a royalty free license under the Wild File Patents of the same scope as the license transferred to the Transferee, provided that the scope of the license in such option shall be reduced to conform with such restrictions (including time restrictions), if any, on Adaptec's ability to compete with the Transferred Product as may be agreed to between Adaptec and the Transferee. Adaptec may exercise such option, by giving written notice to Roxio after such transfer, during such time as Roxio holds such Wild File Patents and subject to such restrictions, and, if any such restrictions have been agreed to, including with such notice a copy of the relevant sections of the Product Transfer Agreement or related agreement that sets forth such restrictions.

TRANSFER OF PRODUCT BY ADAPTEC. If Adaptec shall transfer to a third party (a "Transferee") a product licensed under the Wild File Patents under Section 3.1 (a "Transferred Product"), as part of a transfer of assets, stock or other rights in a product line, then, after Adaptec's notification to Roxio of such transfer, Adaptec may transfer its license for the Transferred Product to the Transferee on the condition that Adaptec becomes unlicensed for the Transferred Product (as that term is defined in the agreement transferring the product from Adaptec to the Transferee ("Product Transfer Agreement")). The foregoing shall not affect Adaptec's license under the Wild File Patents with respect to any other product. Roxio hereby grants Adaptec an option for a royalty free license under the Wild File Patents of the same scope as the license transferred to the Transferee, provided that the scope of the license in such option shall be reduced to conform with such restrictions (including time restrictions), if any, on Adaptec's ability to compete with the Transferred Product as may be agreed to between Adaptec and the Transferee. Adaptec may exercise such option, by giving written notice to Roxio after such transfer, during such time as Roxio holds such Wild File Patents and subject to any such restrictions, and, if any such restrictions have been agreed to, including with such notice a copy of the relevant sections of the Product Transfer Agreement or related agreement that sets forth such restrictions.