Common use of Rights of Subsidiaries Clause in Contracts

Rights of Subsidiaries. (a) All rights and licenses granted in Section 2.1, Section 2.2, Section 2.3 and Section 2.4 are granted to SpinCo and Parent as a Licensee, respectively, and to any entity that is a Subsidiary of the Licensee, but only for so long as such entity is a Subsidiary of the Licensee, and, except as set forth in Section 2.5(b), will terminate with respect to such entity when it ceases to be a Subsidiary of the Licensee. (b) Notwithstanding the foregoing, if such entity ceases to be a Subsidiary of a Licensee, including by way of a divestiture, spin-off, split-off or similar transaction, the licenses granted in Section 2.1, Section 2.2, Section 2.3 and Section 2.4, as applicable, shall continue to apply to such Subsidiary but only with respect to the line of business that it is engaged in at the effective time of such cessation as a Subsidiary of a Licensee; provided that such entity or its successor provides the applicable Licensors hereunder with written notice of its change in status as a Subsidiary of a Licensee and agrees in writing to be bound by the terms of this Agreement, including any license limitations. In the event that such Subsidiary is acquired by a third party, the licenses granted herein will not extend to any products, business or operations of such third party that exist prior to the date of the consummation of such transaction.