XRTS Clause Samples

XRTS. (a) Set forth on Schedule 1.7.1 (a) hereto is a description of the software programs generally referred to as "XRTS" (together with all updates, enhancements and modifications made thereto, the "XRTS-Code"). The XRTS-Code is included in the Assets to be acquired by the Purchaser in accordance with the terms of this Agreement, provided, however, that, from and after the Closing, notwithstanding the transfer and assignment by the Seller of all of its rights in and to the Assets to the Purchaser, the Seller shall maintain with the Purchaser joint ownership in and to the source-codes for the XRTS Code. (b) For a period of three (3) years following the Closing Date, the Seller shall deliver, or cause to be delivered, to the Purchaser any updates, enhancements and modifications made by any one or more of the Seller and its Affiliates to the XRTS-Code promptly following the first date on which any such update, enhancement or modification is first made generally available to customers of the Medical Business. (c) For a period of three (3) years following the Closing Date, the Purchaser shall deliver, or cause to be delivered, to PCN any updates, enhancements and modifications made by any one or more of the Purchaser and its Affiliates to the XRTS-Code promptly following the first date on which any such update, enhancement or modification is first made generally available to customers of the Commercial Business. (d) The Purchaser shall have the right to use, sell, license, relicense and sublicense the XRTS-Code in its discretion; provided, however, that: (i) the Purchaser will only sell, license, relicense, sublicense and distribute the XRTS-Code: (x) in conjunction with, and bundled as a part of, application software products of (A) the Commercial Business as conducted by the Purchaser following the Closing and (B) any other business lines established by the