Common use of Covenant Not to Assert Clause in Contracts

Covenant Not to Assert. Subject to the payment and other terms of this Agreement, Licensors hereby covenant not to assert the Licensed Patents: (i) against Licensee or its Affiliates, or their Suppliers, based solely on the re-Sale or use by Distributors or Customers of Licensed Products in the Field of Use on or after the Release Date, including combining such Licensed Products with other products or services (“Other Products”) offered by such Distributors or third parties (collectively “Combined Products”); and (ii) against Distributors and Customers based solely on their Sale or use of such Licensed Products in the Field of Use after the Release Date, including combining such Licensed Products with Other Products. The covenant not to assert in section (ii) shall not apply to said Other Products to the extent they independently embody essential features of any claim of the Licensed Patents, are not standard off the shelf items, and are not otherwise licensed by Licensor.