Limited Liability Company Agreement

　　1.2 'company owned ip' means all intellectual property rights owned by the company as of the effective date or developed or acquired by or on behalf of the company and its affiliates after the effective date, but shall not be deemed to include the licensed ip or any enhancements of the licensed ip.

　　1.3 'effective date' means the date set forth in the introductory paragraph to this agreement.

　　1.4 'enhancements' means any and all modifications, updates, enhancements, translations and compilations.

　　1.5 'intellectual property rights' means any (i) patents, patent applications, patent disclosures and all related continuation, continuationin part, divisional, reissue, reexamination, utility model, certificate of invention and design patents, design patent applications, design registrations and applications for design registrations, and mask work rights, (ii) trademarks, tradenames, service marks, trade dress, logos, and registrations and applications for registration thereof, (iii) copyrights and registrations and applications for registration thereof, (iv) trade secrets and confidential business information (whether patentable or unpatentable and whether or not reduced to practice), knowhow, manufacturing and production processes and techniques, research and development information, and copyrightable works, (v) other proprietary rights relating to any of the foregoing, and (vi) copies and tangible embodiments thereof.

　　1.6 'licensed ip' means all intellectual property rights owned by fff as of the effective date, or developed or acquired by or on behalf of fff after the effective date, that relate to, or are useful in connection with the development and operation of, the business, including the items described on schedule 1.6 attached hereto, but excluding the fff trademarks.

　　1.7 'llc agreement' means that certain limited liability company agreement of aaa, llc, dated effective as of _________(m,d,y).

　　1.8 'fff trademarks' means the trade names, trademarks and service marks of fff set forth on schedule 1.8 attached hereto.

　　2. licenses to company.

　　2.1 grant of license. fff hereby grants to the company the nonexclusive, perpetual (except as provided herein), royaltyfree right and license to use the licensed ip in connection with the development, marketing, maintenance, operation and support of the business (the 'license'). the term 'use' shall include the right to copy, display and perform the licensed ip, prepare enhancements of the licensed ip, and copy, display and perform such enhancements of the licensed ip, provided that any and all enhancements of the licensed ip, including but not limited to enhancements of the licensed ip developed by a third party on behalf of the company, shall be the sole property of fff. during the term of the license, company shall have the right to use, in accordance with the terms of the license and this agreement, any enhancement of the licensed ip that is developed by or on behalf of the company.