Seller grants to Buyer and Buyer’s affiliated companies a nonexclusive license to make, have made, use, have used and sell under any other patents now or hereafter owned or controlled by Seller which cover any application of any technology embodied in Services and Deliverables performed, sold or created hereunder.
Seller grants to Buyer its subsidiaries and affiliates, and their respective successors and assigns, and Buyer accepts, a non-exclusive, irrevocable, royalty-free, fully paid up worldwide license, including the right to sublicense to others in connection with the Products provided to Buyer or Buyer’s Customer, under: (a) any Intellectual Property owned or controlled by Seller or its affiliates relating to the Products, to make, have made, repair, reconstruct, rebuild, relocate, use, sell, and import the Products; and (b) any works of authorship fixed in any tangible medium of expression (including drawings, prints, manuals, and specifications) furnished by Seller, to reproduce, distribute, and display such works and to prepare derivative works based on them, subject to the other provisions of the Purchase Order (all items in clauses (a) and (b) above, collectively, “Seller’s Intellectual Property”, and such license in respect thereof, the “License”). Seller acknowledges and agrees that the License will be effective from the first date of delivery of Products under the Purchase Order and extend for so long as Buyer has contractual obligations to Buyer’s Customer to sell goods incorporating the Products. The License is intended to be subject to 11 USC Section 365(n) (as amended from time to time) as an executory agreement under which Buyer has license rights to Seller’s Intellectual Property, and is supplementary to any other rights of Buyer under the Purchase Order and any other agreement with Seller.
Seller grants to Buyer the exclusive right to acquire the Business and the Acquired Assets unless and until this Agreement is terminated as provided in Section 8.1. Seller shall not (i) solicit, initiate or encourage the submission of any proposal or offer from any person relating to the acquisition of any of the Acquired Assets or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing. Seller will notify Buyer immediately if any person makes any proposal or offer with respect to any of the foregoing.
Seller grants to Buyer or Buyer's agents, the right at any time, and from time to time after the date of this Agreement to enter on to the Property to conduct tests or investigations, provided that:
Seller grants to Buyer and Buyer accepts a personal, world-wide, non-exclusive, royalty-free right to use the Marks solely in conjunction with (i) existing units of product models of Inventory Assets (as defined in the Asset Purchase Agreement) that include ESAS brand technology and (ii) other authorized products designed or developed by Buyer that include ESAS brand technology. This License shall only apply in the field of specialized mobile radio and land mobile radio. Buyer agrees not to use the Marks in any manner, except as defined above, including, but not limited to, as any portion of a product name, and in or as a business name.
