Common use of Additional Licenses Clause in Contracts

Additional Licenses. (a) Effective as of the Distribution Date, CS hereby grants to DPS, solely for the benefit of each member of the DPS Group, an exclusive, perpetual, irrevocable, royalty-free license (with the right to grant sub-licenses) of the design known as the “modern egg” bottle design for use solely in the Territory; provided that DPS shall, and shall procure that each member of the DPS Group shall, only use such design in relation to beverages sold under the “Schweppes” brand and for no other purpose. DPS shall indemnify and hold harmless CS and its Affiliates, officers, directors, employees, agents, successors and assigns from any and all claims that may arise out of the DPS’ or the DPS Group’s exercise of any rights granted under, or breach of, this Section 6.04(a). (b) Effective as of the Distribution Date, DPS hereby grants, and shall cause the DPS Group to grant, to the Cadbury plc Group a perpetual, non-exclusive, transferable, royalty-free right and license (with the right to grant sublicenses) in, to and under any and all copyrights and design rights owned by or licensed to, to the extent permitted, the DPS Group as of the Distribution Date in product packaging (including bottles), signs, business cards, letterheads, invoice stock, advertisements and promotional materials and inventory (the “DPS Licensed Intellectual Property”), to use the DPS Licensed Intellectual Property in connection with the operation following the Distribution Date of the Cadbury plc Group’s business of manufacturing, distributing, selling, marketing and promoting carbonated and non-carbonated beverages and other food products throughout the AsiaPac Territory and American Samoa, to the extent of any existing use or good faith plans to use as of February 1, 2008 in the AsiaPac Territory or American Samoa. The foregoing license includes the right for the Cadbury plc Group to make, and have made on their behalf, modifications, enhancements, derivative works and improvements (“Improvements”) to the DPS Licensed Intellectual Property, and as between the Parties to this Agreement, any and all such Improvements shall be owned by a member of the Cadbury plc Group without a duty of accounting or disclosure to DPS or the DPS Group. (c) Effective as of the Distribution Date, CS hereby grants, and shall cause the Cadbury plc Group to grant, to the DPS Group a perpetual, non-exclusive, transferable, royalty-free right and license (with the right to grant sublicenses) in, to and under any and all copyrights and design rights owned by or licensed to, to the extent permitted, the Cadbury plc Group conducting its beverages business in the AsiaPac Territory and American Samoa as of the Distribution Date in product packaging (including bottles), signs, business cards, letterheads, invoice stock, advertisements and promotional materials and inventory (the “AsiaPac Licensed Intellectual Property”), to use the AsiaPac Licensed Intellectual Property in connection with the operation of the Beverages Business by the DPS Group following the Distribution Date, to the extent of any existing use or good faith plans to use as of February 1, 2008 in the Territory. The foregoing license includes the right for the DPS Group to make, and have made on their behalf, Improvements to the AsiaPac Licensed Intellectual Property, and as between the Parties to this Agreement, any and all such Improvements shall be owned by DPS without a duty of accounting or disclosure to a member of the Cadbury plc Group.

Additional Licenses. (a) Effective as Subject to the terms of the Distribution Datethis Agreement, CS Aradigm shall and hereby grants to DPS, solely for the benefit of each member of the DPS Group, an exclusive, does grant Novo Nordisk a perpetual, irrevocableworld-wide, non-exclusive, royalty-free license (under any Aradigm New IPR Made Jointly by Novo Nordisk and Aradigm to develop, manufacture, use, market, distribute, sell, offer for sale, have made, import and/or export any product outside the Field, with the right to grant sub-licenses) of the design known as the “modern egg” bottle design for use solely in the Territory; provided that DPS shall, sublicense its customers and shall procure that each member of the DPS Group shall, only use such design in relation Joint Marketing Partners pursuant to beverages sold under the “Schweppes” brand and for no other purpose. DPS shall indemnify and hold harmless CS and its Affiliates, officers, directors, employees, agents, successors and assigns from any and all claims that may arise out of the DPS’ or the DPS Group’s exercise of any rights granted under, or breach of, this Section 6.04(a)3.03. (b) Effective as of the Distribution Date, DPS hereby grants, and shall cause the DPS Group to grant, Subject to the Cadbury plc Group terms of this Agreement, Novo Nordisk shall and hereby does grant Aradigm a perpetual, world-wide, non-exclusive, transferable, royalty-free license under any Novo Nordisk New IPR that relate solely to any Device (or manufacturing thereof) and/or Packaged Product (or manufacturing thereof, except the Program Compounds, formulations thereof and the interactions between materials and such formulations) to develop, manufacture, use, market, distribute, sell, offer for sale, have made, import and/or export any product outside the Field, with a right and license to sublicense. Such right to sublicense shall be royalty-bearing (such royalty to be determined in accordance with the right to grant sublicensesprovisions set forth in Section 5.03(a)) in, to and under any and all copyrights and design rights owned by or licensed to, to the extent permittedthat (i) Aradigm receives from the sublicensee thereof a royalty or other compensation and (ii) without such sublicense, the DPS Group as of applicable product would otherwise infringe the Distribution Date in product packaging (including bottles), signs, business cards, letterheads, invoice stock, advertisements and promotional materials and inventory (the “DPS Licensed Intellectual Property”), to use the DPS Licensed Intellectual Property in connection with the operation following the Distribution Date of the Cadbury plc Group’s business of manufacturing, distributing, selling, marketing and promoting carbonated and non-carbonated beverages and other food products throughout the AsiaPac Territory and American Samoa, to the extent of any existing use or good faith plans to use as of February 1, 2008 in the AsiaPac Territory or American Samoa. The foregoing license includes the right for the Cadbury plc Group to make, and have made on their behalf, modifications, enhancements, derivative works and improvements (“Improvements”) to the DPS Licensed Intellectual Property, and as between the Parties to this Agreement, any and all such Improvements shall be owned by a member of the Cadbury plc Group without a duty of accounting or disclosure to DPS or the DPS Grouppatents included within Novo Nordisk New IPR. (c) Effective as of the Distribution Date, CS hereby grants, and shall cause the Cadbury plc Group to grant, Subject to the DPS Group terms of this Agreement, Novo Nordisk shall and hereby does grant Aradigm a perpetual, world-wide, non-exclusive, transferable, royalty-free right license under any Novo Nordisk New IPR Made Jointly by Novo Nordisk and license Aradigm relating solely to any method of treatment to develop, manufacture, use, market, distribute, sell, offer for sale, have made, import and/or export any product outside the Field. (d) Aradigm hereby agrees not to object to or disagree with the right to grant sublicenses) in, to and under any and all copyrights and design rights owned use by or licensed to, Novo Nordisk of the AERIX trademark pursuant to the extent permitted, the Cadbury plc Group conducting its beverages business in the AsiaPac Territory and American Samoa as terms of the Distribution Date in product packaging (including bottles), signs, business cards, letterheads, invoice stock, advertisements and promotional materials and inventory (the “AsiaPac Licensed Intellectual Property”), to use the AsiaPac Licensed Intellectual Property in connection with the operation of the Beverages Business by the DPS Group following the Distribution Date, to the extent of any existing use or good faith plans to use as of February 1, 2008 in the Territory. The foregoing license includes the right for the DPS Group to make, and have made on their behalf, Improvements to the AsiaPac Licensed Intellectual Property, and as between the Parties to this Co-Existence Agreement, any and all such Improvements shall be owned by DPS without a duty of accounting or disclosure to a member of the Cadbury plc Group.

Additional Licenses. (a) Effective Pacific acknowledges and agrees that Enhancements ------------------- in CMISS made by UniServices may be licensed or otherwise used by UniServices for applications outside the Entertainment Field and outside the Additional Field. UniServices further acknowledges and agrees that the Command Files existing as of June 1, 1998 and any trade secrets or related technologies or confidential information pertaining thereto (excluding the Distribution Date, CS hereby grants to DPS, solely for the benefit of each member implementation of the DPS GroupSVD Algorithm into CMISS, an exclusive, perpetual, irrevocable, royalty-free license (with the right to grant sub-licensesall of which are solely owned by UniServices) of the design known as the “modern egg” bottle design for use solely in the Territory; provided that DPS shallare owned by Pacific, and shall procure that each member of the DPS Group shallPacific, only use such design in relation to beverages sold under the “Schweppes” brand and for no other purpose. DPS shall indemnify and hold harmless CS and its Affiliates, officers, directors, employees, agents, successors and assigns from any and all claims that may arise out of the DPS’ or the DPS Group’s exercise of any rights granted under, or breach of, this Section 6.04(a). (b) Effective as of the Distribution Date, DPS hereby grants, and shall cause the DPS Group to grantassignee thereof, to the Cadbury plc Group best of UniServices' belief and knowledge, but without having conducted an independent investigation, and concerning which investigation Pacific agrees that UniServices was not under a perpetualduty to conduct such an investigation prior to entering into this Agreement, non-exclusivenow owns the United States patent applications previously filed for such technologies, transferableand UniServices now has no known claim or adverse interest with respect to such Intellectual Property Rights, royalty-including any copyright rights or registrations, patent applications, amendments thereto, continuous thereof, and extensions, Enhancements, and Derivative Works deriving therefrom. If for any reason any Enhancement or Derivative Work of the Command Files or any material portion of them are subsequently found to materially infringe on or to otherwise violate UniServices' Intellectual Property Rights in dCMISS, CMISS, CMISS/animation, or to materially infringe on or to otherwise violate any other subsequently developed enhanced or derivative version of CMISS, or to be in material breach of this Section 4.7, or to be in material breach of any other material provision of this Agreement, then the parties hereto agree to execute an amendment to this Agreement and/or to provide for a royalty free right and compensation free cross license (between Pacific and UniServices, or their respective Affiliates, on commercially reasonable terms with respect to such technology and Intellectual Property Rights, and which cross license may include trade secret and confidentiality covenants and other reasonable provisions, and which cross license and this provision to enter into an amendment hereto and/or such cross license shall in particular be subject to the right provisions of Section 9.1 hereof. With respect to grant sublicenses) inthis Section 4.7 and its interpretation, to the parties hereto further agree that CMISS is a low level Code, and under any that it has been developed by UniServices and all copyrights it is owned solely by UniServices, and design rights owned by or licensed to, that to the extent permittedCMISS is developed or created as a Command File using CMISS as a language, the DPS Group as of the Distribution Date in product packaging (including bottles)if such Command File is created or developed solely by Pacific, signs, business cards, letterheads, invoice stock, advertisements and promotional materials and inventory (the “DPS Licensed Intellectual Property”), to use the DPS Licensed Intellectual Property in connection with the operation following the Distribution Date of the Cadbury plc Group’s business of manufacturing, distributing, selling, marketing and promoting carbonated and non-carbonated beverages and other food products throughout the AsiaPac Territory and American Samoa, to the extent of any existing use or good faith plans to use as of February 1, 2008 in the AsiaPac Territory or American Samoa. The foregoing license includes the right for the Cadbury plc Group to make, and have made on their behalf, modifications, enhancements, derivative works and improvements (“Improvements”) to the DPS Licensed Intellectual Property, and as between the Parties to this Agreement, any and all then such Improvements Command File shall be owned by a member of the Cadbury plc Group without a duty of accounting or disclosure to DPS or the DPS Group. (c) Effective as of the Distribution Date, CS hereby grantsPacific, and shall cause the Cadbury plc Group to grantif it is created or developed jointly by UniServices and Pacific, to the DPS Group a perpetual, non-exclusive, transferable, royalty-free right and license (with the right to grant sublicenses) in, to and under any and all copyrights and design rights owned by or licensed to, to the extent permitted, the Cadbury plc Group conducting its beverages business in the AsiaPac Territory and American Samoa as of the Distribution Date in product packaging (including bottles), signs, business cards, letterheads, invoice stock, advertisements and promotional materials and inventory (the “AsiaPac Licensed Intellectual Property”), to use the AsiaPac Licensed Intellectual Property in connection with the operation of the Beverages Business by the DPS Group following the Distribution Date, to the extent of any existing use or good faith plans to use as of February 1, 2008 in the Territory. The foregoing license includes the right for the DPS Group to make, and have made on their behalf, Improvements to the AsiaPac Licensed Intellectual Property, and as between the Parties to this Agreement, any and all such Improvements it shall be owned jointly by DPS without a duty UniServices and Pacific, and if it is created or developed solely by UniServices, it shall be owned solely by UniServices, subject to the terms and conditions of accounting or disclosure to a member of the Cadbury plc Groupthis Agreement.

Additional Licenses. (a) Effective as Subject to the terms of the Distribution Datethis Agreement, CS Aradigm shall and hereby grants to DPS, solely for the benefit of each member of the DPS Group, an exclusive, does grant Novo Nordisk a perpetual, irrevocableworld-wide, non-exclusive, royalty-free license (under any Aradigm New IPR Made Jointly by Novo Nordisk and Aradigm to develop, manufacture, use, market, distribute, sell, offer for sale, have made, import and/or export any product outside the Field, with the right to grant sub-licenses) of the design known as the “modern egg” bottle design for use solely in the Territory; provided that DPS shall, sublicense its customers and shall procure that each member of the DPS Group shall, only use such design in relation Joint Marketing Partners pursuant to beverages sold under the “Schweppes” brand and for no other purpose. DPS shall indemnify and hold harmless CS and its Affiliates, officers, directors, employees, agents, successors and assigns from any and all claims that may arise out of the DPS’ or the DPS Group’s exercise of any rights granted under, or breach of, this Section 6.04(a)3.02. (b) Effective as of the Distribution Date, DPS hereby grants, and shall cause the DPS Group to grant, Subject to the Cadbury plc Group terms of this Agreement, Novo Nordisk shall and hereby does grant Aradigm a perpetual, world-wide, non-exclusive, transferable, royalty-free license under any Novo Nordisk New IPR that relate solely to any Device (or manufacturing thereof) and/or Packaged Product (or manufacturing thereof, except the Program Compounds, formulations thereof and the interactions between materials and such formulations) to develop, manufacture, use, market, distribute, sell, offer for sale, have made, import and/or export any product outside the Field, with a right and license to sublicense. Such right to sublicense shall be royalty-bearing (such royalty to be determined in accordance with the right to grant sublicensesprovisions set forth in Section 5.03(a)) in, to and under any and all copyrights and design rights owned by or licensed to, to the extent permittedthat (i) Aradigm receives from the sublicensee thereof a royalty or other compensation and (ii) without such sublicense, the DPS Group as of applicable product would otherwise infringe the Distribution Date in product packaging (including bottles), signs, business cards, letterheads, invoice stock, advertisements and promotional materials and inventory (the “DPS Licensed Intellectual Property”), to use the DPS Licensed Intellectual Property in connection with the operation following the Distribution Date of the Cadbury plc Group’s business of manufacturing, distributing, selling, marketing and promoting carbonated and non-carbonated beverages and other food products throughout the AsiaPac Territory and American Samoa, to the extent of any existing use or good faith plans to use as of February 1, 2008 in the AsiaPac Territory or American Samoa. The foregoing license includes the right for the Cadbury plc Group to make, and have made on their behalf, modifications, enhancements, derivative works and improvements (“Improvements”) to the DPS Licensed Intellectual Property, and as between the Parties to this Agreement, any and all such Improvements shall be owned by a member of the Cadbury plc Group without a duty of accounting or disclosure to DPS or the DPS Grouppatents included within Novo Nordisk New IPR. (c) Effective as of the Distribution Date, CS hereby grants, and shall cause the Cadbury plc Group to grant, Subject to the DPS Group terms of this Agreement, Novo Nordisk shall and hereby does grant Aradigm a perpetual, world-wide, exclusive, royalty-free license under the Transferred Patents and Transferred Selected Pulmonary Delivery Patents to develop, manufacture, use, market, distribute, sell, offer for sale, have made, import and/or export any product outside the Field, with a right to sublicense. (d) Subject to the terms of this Agreement, Novo Nordisk shall and hereby does grant Aradigm a perpetual, world-wide, non-exclusive, transferable, royalty-free right license under any Novo Nordisk New IPR Made Jointly by Novo Nordisk and license Aradigm relating solely to any method of treatment to develop, manufacture, use, market, distribute, sell, offer for sale, have made, import and/or export any product outside the Field. (e) Aradigm hereby agrees not to object to or disagree with the right to grant sublicenses) in, to and under any and all copyrights and design rights owned use by or licensed to, Novo Nordisk of the AERIX trademark pursuant to the extent permitted, the Cadbury plc Group conducting its beverages business in the AsiaPac Territory and American Samoa as terms of the Distribution Date in product packaging (including bottles), signs, business cards, letterheads, invoice stock, advertisements and promotional materials and inventory (the “AsiaPac Licensed Intellectual Property”), to use the AsiaPac Licensed Intellectual Property in connection with the operation of the Beverages Business by the DPS Group following the Distribution Date, to the extent of any existing use or good faith plans to use as of February 1, 2008 in the Territory. The foregoing license includes the right for the DPS Group to make, and have made on their behalf, Improvements to the AsiaPac Licensed Intellectual Property, and as between the Parties to this Co-Existence Agreement, any and all such Improvements shall be owned by DPS without a duty of accounting or disclosure to a member of the Cadbury plc Group.