Common use of Divestitures Clause in Contracts

Divestitures. Upon any sale, transfer or other divestiture of a Divested Entity by Licensee, Licensee may grant a sublicense, solely within the scope of the licenses granted to Licensee pursuant to Section 3.1 or Section 3.2, as applicable, to such Divested Entity (or if such Divested Entity is not a corporation, a limited liability company or other legal entity, to the successor, assignee, or acquirer thereof) with respect to (a) any products or services commercially released by such Divested Entity as of the effective date of the sale, transfer or divestiture, (b) any products or services under bona fide development by such Divested Entity as of such effective date, and (c) any natural evolutions of the products and services described in the foregoing clauses (a) or (b); provided that such sublicense shall not extend to any business, products or service of any Person(s) that has acquired such Divested Entity or any Affiliates of such Person(s) (other than the Divested Entity).

Appears in 6 contracts

Samples: Software, Copyright and Trade Secret Assignment and License (LSC Communications, Inc.), Software, Copyright and Trade Secret Assignment and License Agreement (RR Donnelley & Sons Co), Software, Copyright and Trade Secret Assignment and License Agreement (RR Donnelley & Sons Co)

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Divestitures. Upon any sale, transfer or other divestiture of a Divested Entity by Licensee, Licensee may grant a sublicense, solely within the scope of the licenses granted to Licensee pursuant to Section 3.1 2.1 or Section 3.22.2, as applicable, to such Divested Entity (or if such Divested Entity is not a corporation, a limited liability company or other legal entity, to the successor, assignee, or acquirer thereof) with respect to (a) any products or services commercially released by such Divested Entity as of the effective date of the sale, transfer or divestiture, (b) any products or services under bona fide development by such Divested Entity as of such effective date, and (c) any natural evolutions of the products and services described in the foregoing clauses (a) or (b); provided that such sublicense shall not extend to any business, products or service of any Person(s) that has acquired such Divested Entity or any Affiliates of such Person(s) (other than the Divested Entity).

Appears in 2 contracts

Samples: Trade Secret License Agreement (LSC Communications, Inc.), Trade Secret License Agreement (Donnelley Financial Solutions, Inc.)

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