Sale Exercise. If UBS elects to satisfy Enron's exercise of the Enron Right with the Sale Exercise, then UBS shall conduct an auction or such other process to effect the sale of the Gas and Power Business or substantially all of its assets and liabilities to one or more third parties pursuant to a process that UBS determines in its good faith judgment is designed to maximize the consideration received for the Gas and Power Business or its assets. In such case, the following matters set forth in this paragraph (i) (the "Sale Procedures") shall apply. Enron shall receive a proportionate amount of the proceeds received by UBS (or, as the case may be, UBS and Enron in the aggregate) in such sale, after taking into effect any taxes (other than income taxes and other than the Texas franchise tax to the extent treated as an income tax for purposes of U.S. GAAP) and reasonable transaction costs, based on the Royalty Percentage in effect at such time as Enron exercises the Enron Right and pursuant to the terms of such transaction less the amount of Cumulative Losses, if any, at the closing of the sale. UBS shall use its commercially reasonable efforts to structure the sale of the Gas and Power Business in a manner tax efficient to UBS and Enron, so long as such structure would not be detrimental to UBS in its good faith judgment. UBS and Enron shall reasonably cooperate with each other in connection with such auction and sale (or other process). Upon consummation of such sale and the payment of such amount of proceeds to Enron, the Enron Parties shall be entitled to no further Royalties under this Agreement (except any Stub Period Royalty), and the licenses hereunder, which may be transferred at UBS's election to either UBS or to the third party buyer as part of such sale, shall automatically thereupon, in exchange for the consideration to Enron specified in the third sentence of this paragraph, become fully paid up, and UBS shall have right at the time of such sale to effect its options under clauses (a) or (b) of Section 6.2 and to retain in perpetuity the non-exclusive licenses granted under this Agreement. As part of such sale, UBS and the UBS Affiliates shall be entitled to use such Intellectual Property Rights on a non-exclusive basis to wind down and transition the Gas and Power Business and to such other rights (and be subject to its obligations) under Article XX and this Agreement as though the license were being terminated by UBS pursuant to Section 20.2.
