Common use of LICENSING PROVISIONS Clause in Contracts

LICENSING PROVISIONS. (a) The licenses granted herein also include licenses to (i) make, have made, use and import machines, tools, materials and other instrumentalities, insofar as such machines, tools, materials and other instrumentalities are involved in or incidental to the development, manufacture, testing or repair of LICENSED PRODUCT(S) which are or have been made, used, leased, owned, sold or imported by or for the grantee of such license; and (ii) convey to any customer of the grantee, with respect to any LICENSED PRODUCT(S) which is sold or leased by such grantee to such customer, rights to use, resell, or repair such LICENSED PRODUCT(S) as sold or leased by such grantee (whether or not as part of a larger combination); provided, however, that no rights may be conveyed to customers with respect to any invention which is directed to (1) a combination of such LICENSED PRODUCT (as sold or leased) with any other product, (2) a method or process which is other than the inherent use of such LICENSED PRODUCT itself (as sold or leased), or (3) a method or process involving the use of a LICENSED PRODUCT to manufacture (including associated testing) any other product. Notwithstanding the foregoing, licenses granted herein to INTRALASE do not include any licenses to make, use, sell, offer for sale, have made, import, or lease any products to or for any company listed on Appendix B by virtue of being a party in a patent infringement action with AGERE or any of its RELATED COMPANIES. (b) Licenses granted herein to INTRALASE are not to be construed either (i) as consent by the grantor to any act which may be performed by the grantee, except to the extent impacted by a patent licensed herein to the grantee, or (ii) to include licenses to contributorily infringe or induce infringement under U.S. law or a foreign equivalent thereof. (c) The grant of each license hereunder includes the right to grant sublicenses within the scope of such license to a party’s RELATED COMPANIES for so long as they remain its RELATED COMPANIES and only to the extent that such RELATED COMPANIES grant to the other party licenses of similar scope and duration as provided in this Agreement. Any such sublicense granted hereunder may be made effective retroactively, but not prior to the Effective Date hereof, nor prior to the sublicensee’s becoming a RELATED COMPANY of such party. The parties agree that if either party forms a holding company for patents licensed herein, that party shall cause such holding company to grant licenses under such patents, of the scope and duration granted herein, to the other party. (d) The grant of each license hereunder also includes the right of a party to sublicense (commensurate with its own licenses) any business which is divested by that party or any of its RELATED COMPANIES provided that the sublicense is granted within sixty (60) days of divestiture and the divested business is itself a legal entity at the time of divestiture or within sixty (60) days thereafter. Such sublicense may continue for so long as the divested business remains a legal entity and shall extend only to the LICENSED PRODUCTS sold or furnished by the divested business prior to the divestiture and only for the patents of the non-divesting party licensed to the divesting party in this Agreement which are issued as of the date of divestiture. Furthermore, any sublicense shall not extend to the products sold or services furnished by a third party which acquires the divested business, even if they are of the same kind or similar to those of the divested business and even if made, sold or provided by the divested business. Any payment obligations of a divesting party under this Agreement shall continue in effect for all LICENSED PRODUCTS, including the LICENSED PRODUCTS of the divested business. The divested business shall be jointly and severally liable with the divesting party for royalties payable on account of the LICENSED PRODUCTS of the divested business.

LICENSING PROVISIONS. (a) The licenses granted herein also include licenses to (i) make, have made, use and import machines, tools, materials and other instrumentalities, insofar as such machines, tools, materials and other instrumentalities are involved in or incidental to the development, manufacture, testing or repair of LICENSED PRODUCT(S) which are or have been made, used, leased, owned, sold or imported by or for the grantee of such license; and (ii) convey to any customer of the grantee, with respect to any LICENSED PRODUCT(S) which is sold or leased by such grantee to such customer, rights to use, resell, or repair use and resell such LICENSED PRODUCT(S) as sold or leased by such grantee (whether or not as part of a larger combination); provided, however, that no rights may be conveyed to customers with respect to any invention which is directed to (1) a combination of such LICENSED PRODUCT (as sold or leased) with any other productproduct unless such LICENSED PRODUCT has no substantial use except in such combination, (2) a method or process which is other than the inherent use of such LICENSED PRODUCT itself (as sold or leased), or (3) a method or process involving the use of a LICENSED PRODUCT to manufacture (including associated testing) any other product. Notwithstanding the foregoing, licenses granted herein to INTRALASE do not include any licenses to make, use, sell, offer for sale, have made, import, or lease any products to or for any company listed on Appendix B by virtue of being a party in a patent infringement action with AGERE or any of its RELATED COMPANIES. (b) Licenses granted herein to INTRALASE are not to be construed either (i) as consent by the grantor to any act which may be performed by the grantee, except to the extent impacted by a patent licensed herein to the grantee, or (ii) to include licenses to contributorily infringe or induce infringement under U.S. law or a foreign equivalent thereof, except that no party shall sue another party for contributory infringement or inducement of infr▇▇▇ement by virtue of the sale by a party of a LICENSED PRODUCT until all remedies have been exhausted against a direct infringer. (c) The grant of each license hereunder includes the right to grant sublicenses within the scope of such license to a party’s RELATED COMPANIES SUBSIDIARY of a party for so long as they remain it remains its RELATED COMPANIES SUBSIDIARY and only to the extent that such RELATED COMPANIES grant SUBSIDIARY grants to the other party licenses of similar scope and duration as provided in this Agreement. Any such sublicense granted hereunder may be made effective retroactively, but not prior to the Effective Date hereof, nor prior to the sublicensee’s 's becoming a RELATED COMPANY SUBSIDIARY of such party. The parties agree that if either party forms a holding company for patents licensed herein, that party shall cause such holding company to grant licenses under such patents, of the scope and duration granted herein, to the other party. (d) The grant of each license hereunder also includes the right of a party to sublicense (commensurate with its own licenses) any business which is divested by that party or any licensed SUBSIDIARY of its RELATED COMPANIES that party provided that the sublicense is granted within sixty (60) days of divestiture and the divested business is itself a legal entity at the time of divestiture or within sixty (60) days thereafter. Such sublicense may continue for so long as the divested business remains a legal entity and shall extend only to the LICENSED PRODUCTS sold or furnished by the divested business prior to the divestiture and only for the patents of the non-divesting party licensed to the divesting party in this Agreement which are issued as of the date of divestiture. Furthermore, any sublicense shall not extend to the products sold or services furnished by a third party which acquires the divested business, even if they are of the same kind or similar to those of the divested business and even if made, sold or provided by the divested business. Any payment obligations of a divesting party under this Agreement shall continue in effect for all LICENSED PRODUCTS, including the LICENSED PRODUCTS of the divested business. The divested business shall be jointly and severally liable with the divesting party for royalties payable on account of the LICENSED PRODUCTS of the divested business.days

LICENSING PROVISIONS. (a) The licenses granted herein also include licenses to (i) make, have made, use and import machines, tools, materials and other instrumentalities, insofar as such machines, tools, materials and other instrumentalities are involved in or incidental to the development, manufacture, testing or repair of LICENSED PRODUCT(S) which are or have been made, used, leased, owned, sold or imported by or for the grantee of such license; and (ii) convey to any customer of the grantee, with respect to any LICENSED PRODUCT(S) which is sold or leased by such grantee to such customer, rights to use, resell, or repair use and resell such LICENSED PRODUCT(S) as sold or leased by such grantee (whether or not as part of a larger combination); provided, however, that no rights may be conveyed to customers with respect to any invention which is directed to (1) a combination of such LICENSED PRODUCT (as sold or leased) with any other productproduct unless such LICENSED PRODUCT has no substantial use except in such combination, (2) a method or process which is other than the inherent use of such LICENSED PRODUCT itself (as sold or leased), or (3) a method or process involving the use of a LICENSED PRODUCT to manufacture (including associated testing) any other product. Notwithstanding the foregoing, licenses granted herein to INTRALASE do not include any licenses to make, use, sell, offer for sale, have made, import, or lease any products to or for any company listed on Appendix B by virtue of being a party in a patent infringement action with AGERE or any of its RELATED COMPANIES. (b) Licenses granted herein to INTRALASE are not to be construed either (i) as consent by the grantor to any act which may be performed by the grantee, except to the extent impacted by a patent licensed herein to the grantee, or (ii) to include licenses to contributorily infringe or induce infringement under U.S. law or a foreign equivalent thereof, except that no party shall ▇▇▇ another party for contributory infringement or inducement of infringement by virtue of the sale by a party of a LICENSED PRODUCT until all remedies have been exhausted against a direct infringer. (c) The grant of each license hereunder includes the right to grant sublicenses within the scope of such license to a party’s RELATED COMPANIES SUBSIDIARY of a party for so long as they remain it remains its RELATED COMPANIES SUBSIDIARY and only to the extent that such RELATED COMPANIES grant SUBSIDIARY grants to the other party licenses of similar scope and duration as provided in this Agreement. Any such sublicense granted hereunder may be made effective retroactively, but not prior to the Effective Date hereof, nor prior to the sublicensee’s 's becoming a RELATED COMPANY SUBSIDIARY of such party. The parties agree that if either party forms a holding company for patents licensed herein, that party shall cause such holding company to grant licenses under such patents, of the scope and duration granted herein, to the other party. (d) The grant of each license hereunder also includes the right of a party to sublicense (commensurate with its own licenses) any business which is divested by that party or any licensed SUBSIDIARY of its RELATED COMPANIES that party provided that the sublicense is granted within sixty (60) days of divestiture and the divested business is itself a legal entity at the time of divestiture or within sixty (60) days thereafter. Such sublicense may continue for so long as the divested business remains a legal entity and shall extend only to the LICENSED PRODUCTS sold or furnished by the divested business prior to the divestiture and only for the patents of the non-divesting party licensed to the divesting party in this Agreement which that are issued as of the date of divestiture. Furthermore, any sublicense shall not extend to the products sold or services furnished by a third party which acquires the divested business, even if they are of the same kind or similar to those of the divested business and even if made, sold or provided by the divested business. Any payment obligations of a divesting party under this Agreement shall continue in effect for all LICENSED PRODUCTS, including the LICENSED PRODUCTS of the divested business. The divested business shall be jointly and severally liable with the divesting party for royalties payable on account of the LICENSED PRODUCTS of the divested business.