Triggering Party Sample Clauses

Triggering Party. (A) each exclusive license granted to the Triggering Party pursuant to Article 7 of this Restated Agreement shall survive in full force and effect but shall automatically convert to a non-exclusive license, and each non-exclusive license granted pursuant to Article 7 shall survive in full force and effect in perpetuity and shall remain non-exclusive, (B) the rights of the Triggering Party to use Joint Proprietary Technology set forth in Article 7 shall remain in effect but shall automatically convert from partially exclusive rights to non-exclusive rights, shall become royalty-free, shall be limited to fields of use outside of the Non-Triggering Party’s ▇▇▇ ▇▇▇▇▇▇ of Use and shall be nonsublicenseable (except as set forth below), and (C) the Non-Triggering Party hereby grants to the Triggering Party a nonexclusive, worldwide, nonassignable, royalty-free (except as otherwise provided in Section 9.4(b)(iii) and Section 7.4(e)), and nonsublicenseable (except as set forth below) license under its Surviving IP to make, use, have made, import, sell and offer for sale ARA Products, alone or combined with other products, limited to the Triggering Party’s ▇▇▇ ▇▇▇▇▇▇ of Use to the extent not provided in (A) or (B) above. Notwithstanding anything to the contrary herein, from and after January 1, 2024, the Triggering Party’s rights and licenses under the Surviving IP shall be as set forth for the parties in Section 9.3 (a), and not this Section 9.3(b)(i). The Triggering Party shall be entitled to grant a sublicense under the Non-Triggering Party’s Surviving IP to its Affiliates and to third party toll manufacturers, but only to third party toll manufacturers for purposes of the Triggering Party’s ▇▇▇ ▇▇▇▇▇▇ of Use; provided, that third parties that purchase ARA Products that are sold by the Triggering Party shall have the right to use such products in any manner for which they were sold in accordance with the terms of this Restated Agreement. The Triggering Party shall not have the right to grant a sublicense or similar rights to any other third party without the prior written consent of the Non-Triggering Party.