Common use of Additional Limitations and Restrictions Clause in Contracts

Additional Limitations and Restrictions. Except as otherwise specifically provided in this Agreement, Seller shall not, without the express written consent of Buyer: (i) copy all or any portion of the Licensed Intellectual Property licensed hereunder; (ii) disclose, provide, distribute or otherwise make available any item of the Licensed Intellectual Property licensed hereunder to any other person or entity or permit others to use it; (iii) rent, lease, encumber, sublicense, sell, assign or otherwise transfer any item of the Mammography Intellectual Property licensed hereunder or enter into any agreement obligating the Seller to do any of the foregoing with respect to the Mammography Intellectual Property licensed hereunder; (iv) use the Licensed Intellectual Property for any development or analysis purposes whatsoever, or (v) permit any third party to engage in any acts set forth in subsections (i) through (iv), above. Nothing in this Agreement shall be construed as granting Seller, or any customer of Seller, any right or license under any intellectual property right of Buyer by implication, estoppel or otherwise, except as expressly set forth in this Agreement. Buyer shall retain sole and exclusive ownership of the Licensed Intellectual Property. Seller acknowledges that by virtue of this Article VA it has and shall acquire no rights in the Licensed Intellectual Property, other than the limited rights expressly granted hereunder. Seller understands and agrees that from and after the Closing Date Buyer may alter, modify, improve, adapt, further develop, enhance or create derivative works from, any items of the Mammography Intellectual Property acquired hereunder (collectively, the “Buyer’s Modifications”). Nothing contained in this Agreement gives Seller any rights with respect to any of the Buyer’s Modifications. The parties agree that a breach by Seller of any of the covenants set forth in this Section 5A.2 could cause irreparable harm to Buyer, that Buyer’s remedies at law in the event of such breach would be inadequate, and that, accordingly, in the event of such breach, a restraining order or injunction or both may be issued against any Seller and/or any of the subsidiaries, in addition to any other rights and remedies that are available to Buyer. In connection with any such action or proceeding for injunctive relief, Seller, on behalf of itself and each of its subsidiaries, hereby waives the claim or defense that a remedy at law alone is adequate and agrees, to the maximum extent permitted by law, to have each provision of this Section 5A.2 specifically enforced against such person and consents to the entry of injunctive relief against such person enforcing or restraining any breach or threatened breach of this Section 5A.2. Any alteration, modification, improvement, adaptation, further development, enhancement or derivative works of the Licensed Intellectual Property created by the Seller or any of its transferees or sublicensees in the course of satisfying the purposes set forth in subsections (i)-(v) of Section 5A.1 shall be exclusively owned by the Buyer and Seller shall take all necessary actions and execute all relevant documentation (including executing any assignments thereof or granting powers of attorney to the Buyer to do so) in order to transfer ownership thereof to the Buyer as shall be reasonably requested by Buyer.