Common use of Assignment of Patents Clause in Contracts

Assignment of Patents. The Issuer shall not permit any IPR SPV to transfer, dispose of or grant any exclusive licence under any Patent such IPR SPV owns, whether to a Subsidiary of the Issuer or any other Person, other than: (1) to a Subsidiary of the Issuer in the context of infringement proceedings against a third party where, absent such transfer, disposal or grant, substantial damages would be irrecoverable (in which case the relevant Patent or Patents shall be re-transferred back to such IPR SPV as soon as such condition no longer prevails); (2) to a third party or to a Subsidiary of the Issuer, in either case in connection with any disposal (which is otherwise permitted by this Indenture) of such Subsidiary or assets, property or rights of such Subsidiary; or (3) to a customer of the Issuer or of any Subsidiary of the Issuer where the Patent has been commissioned by such customer and developed by a Group Company (whether alone or jointly with the customer) for such customer's exclusive use pursuant to a development agreement.