TRANSFERRED INTELLECTUAL PROPERTY
This Transferred Intellectual Property License Agreement (this Agreement) dated as of September 30, 2021, is made by and between Global Holdings II, Inc., a Delaware corporation (Licensor), and International Paper Company, a New York corporation (Licensee).
WHEREAS, Licensor and Licensee have entered into a Separation and Distribution Agreement dated as of September 29, 2021 (the Separation Agreement), pursuant to which Licensee has agreed to contribute, assign, transfer, convey and deliver to Licensor all of Licensees right, title and interest in and to the SpinCo Assets, including the SpinCo Intellectual Property and SpinCo Know-How, on the terms and subject to the conditions set forth in the Separation Agreement;
WHEREAS, the Transferred Licensed Intellectual Property (as defined below) is being transferred to Licensor pursuant to the Separation Agreement; and
WHEREAS, Licensee wishes to continue to use the Transferred Licensed Intellectual Property, and Licensor has agreed to license the Transferred Licensed Intellectual Property to Licensee, subject to the obligations set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed:
SECTION 1. Definitions.
(a) Capitalized terms that are not otherwise defined in this Agreement shall have the meanings ascribed to them in the Separation Agreement.
(b) Affiliate means any Entity directly or indirectly, in whole or in part, or through one or more intermediaries, owning, controlling, controlled by, or under common control with Licensor or Licensee, as the case may be. In addition, an Entity shall be deemed to own or control another Entity if it owns 50% or more of the common stock or other interest representing the right to vote for the election of managing authority of the other Entity (or, in any jurisdiction where local law does not permit ownership of 50% or more of such interest, then if it owns the maximum interest permitted by law). For the avoidance of doubt, OJSC Ilim Group, located at 17 ul. Marata, St. Petersburg, 191025, shall constitute an Affiliate of Licensee.
(c) Entity means any individual natural person, firm, company, registered company, corporation, limited liability company, joint stock company, joint venture, association, trust, limited liability partnership, limited partnership, or partnership, or similar legal structure.