Common use of Additional Delivery Clause in Contracts

Additional Delivery. (a) In the event of a breach of Section 5.23 above, Seller shall immediately transfer and deliver such tangible assets and tangible properties to Purchaser (excluding Intellectual Property Rights that are not Transferred Intellectual Property Rights). (b) If any Added Patent would be infringed by the current operation of the Acquired Business as conducted as of the Closing Date (and as conducted in substantially the same manner following Closing (including the Use of Products or services currently under development)), then each such Added Patent shall be deemed a Licensed Patent under the Licensing Agreement, notwithstanding the fact it is not listed as on the Appendix A to the Licensing Agreement. For the purposes of this Section, “Added Patent” shall mean any Patent (1) Controlled by Seller as of the Closing Date that is not a Transferred Patent, or (2) that comes under the Control of Seller following the Closing Date (but prior to the one year anniversary of the Closing Date), including without limitation, any patent applications that have a first effective filing date after the Closing Date but prior to the one year anniversary of the Closing Date.