Nautilus 2009 Annual Report Download - page 209

(i) Assign to Buyer the Commercial Patents listed in Schedule D; and
(ii) Assign to Buyer the Commercial Marks listed in Schedule B and associated goodwill.
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2.19.5. An exception to the above Nautilus Covenants is that Nautilus may, in its sole discretion, license any third party
any Nautilus owned intellectual property right, including the Nautilus Patents, in connection with the resolution of
a bona fide dispute including litigation, settlement, arbitration, or mediation.
2.20.
Extended Patent License to Nautilus Patents: When Buyer transitions the Cardio Products from Nautilus Branded Products to
another trademark, Buyer may elect to use the Nautilus Patents under the Extended Patent License granted below and Buyer
agrees to the royalty terms of § 3.6.1 if Buyer avails itself of the Extended Patent License.
2.20.1. Effective January 1, 2016 and upon election by Buyer, Nautilus hereby grants Buyer a non-
exclusive license to the
Nautilus Patents to make, have made, use, sell, offer to sell, and import Cardio Products for sale in the
Commercial Channel.
2.21. Discontinued Products: Nautilus hereby grants to Buyer a license to use the Nautilus Marks and Commercial Marks in the
Commercial Channel on Discontinued Products. This license shall be world-wide, non-exclusive, non-sublicensable (except
to Affiliates of Buyer), and non
-
assignable, except to a Successor
-
in
-
Interest.
2.22.
Assignments: Upon written notice by Buyer and total royalty payments by Buyer to Nautilus of US$2.0 Million or January 1,
2012, whichever occurs later, NAUTILUS shall:
2.22.1. After assignment of the Commercial Patents and Commercial Trademarks to Buyer, Buyer shall have full title to
the Commercial Patents and Commercial Trademarks and the licenses pertaining to Commercial Patents and
Commercial Trademarks shall expire.
2.22.2.
The assignment to Buyer shall include a license grant of sufficient scope by Buyer to Nautilus of all the patent
rights, to enable Nautilus to fully exploit the assigned patent rights for all Nautilus activities in the Retail Channel
and Direct Channel. The license grant by Buyer to Nautilus of the Manhattan Patents shall be exclusive to
Nautilus in the Retail and Direct Channels.