Common use of LICENSE AND USE Clause in Contracts

LICENSE AND USE. (a) Subject to the terms and conditions set forth in this Agreement, Licensor, on behalf of itself and its Subsidiaries, grants to Licensee a fully paid-up, royalty-free, perpetual (subject to Section 5), worldwide, non-assignable (subject to Section 17), non-exclusive license to use (including, subject to Section 2(b), to create modifications, enhancements or improvements to) the Licensed Technology to make, have made, sell, offer to sell, import and export Products and services solely in connection with Products manufactured at the applicable Facility in the conduct of the SpinCo Business following the Effective Date, in the manner conducted as of the Effective Date and not for any other current or future purpose or business of Licensee (collectively, the rights granted above will be referred to as the “License”). (b) Licensee shall not be entitled to (i) sublicense, assign (except as expressly provided herein this Agreement) or otherwise authorize anyone to use the Licensed Technology without the prior written consent of Licensor or (ii) make modifications, enhancements or improvements to the Sublicensed Technology. (c) All rights not expressly granted to Licensee hereunder are reserved for the Licensor. No licenses, implied or otherwise, are granted to the Licensee other than those granted pursuant to this Section 2, and no act of manufacture or use of any products by Licensor or Licensee shall be construed as, or result in, a grant of any license to the Licensee, expressly or by implication, estoppel, or otherwise. Licensee agrees not to use the Licensed Technology other than as set forth in this Agreement. (d) Licensee undertakes not to represent in any manner that it has any ownership in the Licensed Technology and acknowledges that its use of the Licensed Technology shall not create in Licensee any right other than such specifically granted by this Agreement.