Common use of Ownership of Derivative Works Clause in Contracts

Ownership of Derivative Works. Sub shall retain ownership of all Derivative Works deliverable to it under Section 5 ("Delivery of Future Versions to Parent; Software Support"). Parent agrees to include in any agreements with its licensees of the Technology, provisions which would insure that the ownership of Derivative Works shall remain in, or be assigned to, Sub. In order to effectuate the intentions of this Section 6.2 ("Ownership of Derivative Works"), Parent hereby irrevocably transfers and assigns any and all rights Parent may have in or with respect to the Derivative Works. To the extent Parent cannot assign such rights, Parent hereby waives and agrees never to assert such rights against Sub or any of Sub's licensees. If Parent has any right to any Derivative Works that cannot be assigned to Sub or waived by Parent, Parent unconditionally and irrevocably grants to Sub, during the term of such rights, a fully-paid, perpetual, irrevocable, worldwide, nonexclusive, license to use, have used, make, have made, sell, offer to sell, distribute, license and sublicense, both directly and through third parties, products which incorporate, are based upon, or which otherwise use all or any portion of the Derivative Works, and to use, reproduce, make derivative works of and distribute, license and sublicense both directly and through third parties, any Derivative Works. In addition, Parent agrees to obtain such assignment, waiver, covenant not to assert such rights, or license from any subsidiary, subcontractor, related entities, or employee who creates, either in whole or part, any Derivative Works.