Common use of Retained Technology Clause in Contracts

Retained Technology. To the extent there is any Intellectual Property that is owned or licensed by any Seller or any Non-Company Affiliate as of the Closing that (i) was at any time during the one-year period prior to the Closing used by any Target Company, (ii) is not transferred to any Buyer or any Target Company at the Closing in connection with the transactions contemplated by this Agreement and (iii) is useful or otherwise necessary to any Target Company in connection with conducting the Business by any such Target Company after the Closing (the “Retained Technology”), each Seller hereby unconditionally grants to each Target Company and its Affiliates a non-exclusive, perpetual, irrevocable, transferable (in connection with a merger, acquisition, change in control or similar such transaction involving such Target Company or its successors or assigns), worldwide, fully-paid right and license, with the right to sublicense through multiple levels of sublicensees, under all of any Seller’s Intellectual Property rights in any and all Retained Technology, (i) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Retained Technology in any medium or format, whether now known or hereafter discovered, (ii) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Retained Technology, and (iii) to exercise any and all other present or future rights in the Retained Technology. Notwithstanding the foregoing, to the extent any such Retained Technology is licensed by any Seller or any Non-Company Affiliate from a third party and any Seller or any Non-Company Affiliate is subject to limitations under the applicable third party license that prevent any Seller from granting the foregoing license to each Target Company and its Affiliates, the foregoing license is subject to such limitations as to such Retained Technology. Prior to the Closing, US Seller shall procure from each of its Non-Company Affiliates owning or licensing Retained Technology all rights necessary for Sellers to grant the foregoing license to each Target Company and its Affiliates in such Retained Technology.