Common use of Field-Related IP Clause in Contracts

Field-Related IP. Subject to the terms and conditions of this Agreement, Licensee hereby grants to Mascoma a perpetual, irrevocable, non-exclusive, royalty-free, sublicensable (through multiple tiers), non-terminable right and license to use and otherwise fully exploit any and all intellectual property, other than Process-Related IP, with applicability in the Field, that is developed or created by or on behalf of Licensee during the Term in the course of operating the Kinross Facility (“Field-Related IP”), to the extent Licensee owns or can sublicense such intellectual property. Mascoma shall have no right to any intellectual property developed by or on behalf of Licensee, other than the Process-Related IP and Field-Related IP. However, Mascoma shall only be able to further sublicense any Field-Related IP to the other Third Party or Mascoma Subsidiary licensees of Mascoma in the Field who have obtained a license from Mascoma to the Mascoma Process to the extent such other licensees have agreed to permit the sublicense to Licensee in the Field of such Third Party or Mascoma Subsidiary licensees’ Field-related intellectual property developed or created in the course of operating their licensed facilities (it being understood that Licensee will have the right to elect whether or not to license such Third Party or Mascoma Subsidiary licensees’ Field-related intellectual property pursuant to Section 2.4(b)), to the extent such Third Party or Mascoma Subsidiary licensee owns or can sublicense such intellectual property. For the avoidance of doubt, in order for Field-Related IP to be sublicensable to a licensee of Mascoma, such licensee must agree to allow the sublicense of its Field-related intellectual property to Licensee without cost to Licensee.