LICENSE TO SOURCE CODE. Subject to the terms and conditions of this Agreement, Millipore hereby grants to Mykrolis, under Millipore's intellectual property rights in and to the Software, a nonexclusive, nontransferable (except with respect to Subsidiaries of Mykrolis), royalty free worldwide license to (a) use and reproduce (for archival and back-up purposes only), and prepare derivative works of the Source Code, for the purpose of supporting the object code version of the software (if such object code exists), or, if no object code exists, for the sole purpose of its own internal information processing services and computing needs and (b) to use Source Code Documentation in connection with the permitted use of the Source Code and make copies for archival and back-up purposes. Mykrolis shall also have the right to modify the Source Code, so long as such modification is permitted by any or all third parties that control such Source Code.
LICENSE TO SOURCE CODE. Subject to the terms and conditions of this Agreement, Eaton hereby grants to Axcelis, under Eatox'x xxxellectual property rights in and to the Software, a nonexclusive, nontransferable worldwide license (i) to use and reproduce (for archival and back-up purposes only), for the sole purpose of supporting the object code version of the Software (if such object code exists), or, if no object code exists, for the sole purpose of its own internal information processing services and computing needs and (ii) to use Source Code Documentation in connection with the permitted use of the Source Code and to make copies for archival and back-up purposes only.
LICENSE TO SOURCE CODE. Subject to the terms and conditions of this Agreement, 3Com hereby grants to Palm, under 3Com's intellectual property rights in and to the Software, a non-exclusive, nontransferable worldwide license to (a) use and reproduce (for archival and back-up purposes only), and prepare derivative works of the Source Code, for the sole purpose of supporting the object code version of the Software (if such object code exists), or, if no object code exists, for the sole purpose of its own internal information processing services and computing needs and (b) to use Source Code Documentation in connection with the permitted use of the Source Code and make copies for archival and back-up purposes only.
LICENSE TO SOURCE CODE. Subject to the other terms of this Agreement, Vert grants to Converge and the Converge Subsidiaries an irrevocable and perpetual (subject to termination as permitted under Section 2.4.4), worldwide (subject to qualification as set forth in Section 2.5), non-exclusive (except as expressly set forth in Section 2.6), non-transferable (except in the event of a permitted transfer of this Agreement under Section 14.11), and non-sublicensable right and license to internally use, load, store, transmit, test, execute, distribute, in any medium or distribution technology whatsoever, known or unknown, display, modify and have modified, and make and have made Derivative Works of, any Source Code furnished to Converge under this Agreement and of the Object Code forms thereof, solely in connection with use of the Products by Converge and the Converge Subsidiaries as permitted under this Agreement. All such modifications and Derivative Works to the Source Code, together with all Object Code forms thereof, shall be owned by Converge without divesting Vert or its licensor's ownership of the underlying Source Code and the Object Code forms thereof, and (b) Converge shall remain permitted to use the underlying Object Code only as part of the Products licensed to Converge hereunder. Converge shall have the right to engage third-party consultants that are Converge-certified system integrators to perform such activities on behalf of Converge; provided, however, that each such third-party consultant shall agree in advance and in writing to be bound by obligations of nondisclosure and nonuse no less stringent than those set forth in this Section 2.4.1 and in Section 9. Subject to the foregoing sentence, Converge and the Converge Subsidiaries shall not provide any other persons or entities with access to any of the Source Code furnished to Converge under this Agreement.
LICENSE TO SOURCE CODE. Subject to the terms and conditions of this Agreement, MRV hereby grants to Optical Access, under MRV's intellectual property rights in and to the Software, a non-exclusive, nontransferable worldwide license to (i) use and reproduce (for archival and back-up purposes only), and prepare derivative works of the Source Code, for the sole purpose of supporting the object code version of the Software (if such object code exists), or, if no object code exists, for the sole purpose of its own internal information processing services and computing needs and (ii) to use Source Code Documentation in connection with the permitted use of the Source Code and make copies for archival and back-up purposes only.
LICENSE TO SOURCE CODE. Provided that Zurich has paid to ChannelPoint all fees owed by Zurich, except for any disputed amounts as provided in Section 13.3(b), Zurich shall be entitled to receive the Source Code, strictly in accordance with the procedures described in the Escrow Agreement, in the event that (a) all or a substantial portion of the assets of ChannelPoint are transferred to an assignee for the benefit of creditors, to a receiver or to a trustee in bankruptcy, (b) a proceeding is commenced by or against ChannelPoint for relief under bankruptcy or similar laws and such proceeding is not dismissed or vacated within sixty (60) days, (c) ChannelPoint is adjudged bankrupt, (d) ChannelPoint has materially failed to provide Maintenance Services for the Commerce Exchange Platform in accordance with the Agreement for a period of two (2) months and has not corrected such failure within thirty (30) days of Zurich's written notice to ChannelPoint specifying, in reasonable detail, the manner in which ChannelPoint has failed to support the Commerce Exchange Platform and demanding its cure, or (e) a Competitor (as defined in paragraph 4 below) or third party on behalf of such Competitor acquires all of ChannelPoint's business or that part of its business through which the obligations under the Agreement are performed, or (f) as a result of any transaction or series of transactions a Competitor or third party on behalf of such Competitor acquires Control (as defined in paragraph 4 below) of ChannelPoint. In the event that Zurich receives the Source Code, Zurich shall have the nonexclusive, nontransferable right to use the Source Code solely for purposes of its internal maintenance and support of the Commerce Exchange Platform for Zurich's use only as permitted in this Agreement during the term of this Agreement and for any transition period set forth in Section 13.3 of the Agreement, provided that Zurich is in full compliance with the other terms and conditions of this Agreement.
LICENSE TO SOURCE CODE. Subject to the terms and conditions of this Agreement, Schlumberger hereby grants to NPT, under Schlumberger's intellectual property rights in and to the Software, a non-exclusive, nontransferable worldwide license to (i) use and reproduce the Source Code for the Software (for archival and back-up purposes only), for the sole purpose of supporting the object code version of the Software (if such object code exists), or, if no object code exists, for the sole purpose of its own internal information processing services and computing needs and (ii) to use Source Code Documentation in connection with the permitted use of the Source Code and make copies for archival and back-up purposes only.
LICENSE TO SOURCE CODE. Subject to the terms and conditions of this Agreement, MRV hereby grants to Luminent, under MRV's intellectual property rights in and to the Software, a non-exclusive, nontransferable worldwide license to (i) use and reproduce (for archival and back-up purposes only), and prepare derivative works of the Source Code, for the sole purpose of supporting the object code version of the Software (if such object code exists), or, if no object code exists, for the sole purpose of its own internal information processing services and computing needs and (ii) to use Source Code Documentation in connection with the permitted use of the Source Code and make copies for archival and back-up purposes only.
LICENSE TO SOURCE CODE. Upon release of Licensed Material in accordance with this Schedule E, PRN is granted a nonexclusive, non-sub-licensable (except to the limited extent set forth below), non-transferable, worldwide, limited license (which shall terminate as set forth in Section 7 of this Schedule E) to use, have used, executed, and reproduce the Licensed Material, and prepare limited derivative works thereof, in any medium or distribution technology, solely for the purposes of internally: (i) maintaining and supporting the Licensed Material (e.g. creating bug fixes); and (ii) causing the Licensed Material to comply with changes in applicable laws or regulations (“Source License”); PRN shall not disclose the Licensed Material to any person or entity, except its employees and third party contractors to the extent necessary for internal support and maintenance of the Software; provided that, (a) any such third parties are bound in writing by provisions no less protective of EOL and the Licensed Materials than those set forth in this Agreement; and (b) PRN shall be fully responsible for all acts and omissions of such third parties. The Source License shall immediately terminate if PRN (or any third party contractors of PRN) breaches this Section 5 and fails to cure such breach within ten (10) days from receipt of written notice thereof.
LICENSE TO SOURCE CODE. Subject to the terms and conditions of this Agreement, Quantum hereby grants to Snap, under Quantum's intellectual property rights in and to the Software, a non-exclusive, nontransferable worldwide license to (a) use and reproduce (for archival and back-up purposes only), and prepare derivative works of the Source Code, for the sole purpose of supporting the object code version of the Software (if such object code exists), or, if no object code exists, for the sole purpose of its own internal information processing services and computing needs and (b) to use Source Code Documentation in connection with the permitted use of the Source Code and make copies for archival and back-up purposes only.
