Data Rights Agreement. Prior to or concurrently with the Closing, IMS and TriZetto shall enter into a data rights agreement (the "DATA RIGHTS AGREEMENT") pursuant to which TriZetto will grant IMS (i) an exclusive (other than for TriZetto's internal use or, with respect to data which TriZetto does not own, at the specific request of the owner of such data), worldwide, royalty-free (other than reimbursement of reasonable costs of data transmission and payment of a mutually agreed upon profit margin), perpetual license to all data rights currently held or acquired in the future by TriZetto and its subsidiaries that arise from or relate to the Erisco business, and (ii) a worldwide license to all other data rights currently held or acquired in the future by TriZetto and its subsidiaries, on terms and conditions (including reimbursement of reasonable costs of data transmission and payment of a mutually agreed upon profit margin) as shall be reasonably agreed upon by the parties, which terms and conditions shall be at least as favorable to IMS in every material respect as other data rights or similar agreements entered into between TriZetto and third parties. IMS acknowledges that TriZetto and Erisco currently hold no rights to commercialize data, and that the granting of any license to IMS shall be subject to any required consents from TriZetto's and Erisco's customers.
Data Rights Agreement. IMS and TriZetto shall have entered into the Data Rights Agreement.
Data Rights Agreement. Promptly after the date hereof, HLTH shall assign to WebMD, and WebMD shall assume from HLTH, all of HLTH’s right, title and interest in, and benefits and obligations under, that certain Amended and Restated Data License Agreement, dated as of February 8, 2008, among HLTH, EBS Master LLC, and the parties defined therein as the Business Services Entities.
Data Rights Agreement. Prior to the Separation Date, Spinco, Remainco and RMT Partner will negotiate and agree on the terms and conditions that will govern Spinco’s and Remainco’s (and their respective Affiliates’, as applicable) access to and Processing of Shared Data, in a manner intended to provide continuity (following the Separation Date) with respect to permitted access to and use of Shared Data (as compared to the period commencing on June 14, 2018 and ending on the Separation Date), subject to reasonable and appropriate limitation as a result of Spinco and Remainco no longer being Affiliates following Closing. Such terms and conditions will also allocate (between Spinco and Remainco and their respective Affiliates) ownership and control of datasets and derived data Processed in the operation of the Remainco Business or the Spinco Business (“Business Data”), as reasonably appropriate and subject to applicable Law. The Parties’ intention is that, to the extent permitted by applicable Law, such terms and conditions will provide that Business Data first collected (or in the case of derived data first Processed) by the Spinco Entities and primarily related to the Spinco Business will be owned by Spinco, and that Business Data first collected (or in the case of derived data first Processed) by the Remainco Group and primarily related to the Remainco Business will be owned by Remainco.
Data Rights Agreement. Notwithstanding anything to the contrary contained in the Merger Agreement, Separation and Distribution Agreement or any other agreement, each of Remainco, Spinco and RMT Partner hereby irrevocably waives any rights and obligations that Remainco, Spinco or RMT Partner (or their respective Affiliates, as applicable) may have had pursuant to Section 8.24 (Data Rights Agreement) of the Merger Agreement. For clarity, the foregoing shall not limit any treatment of data in the Intellectual Property Matters Agreement.
