Common use of Arrays Clause in Contracts

Arrays. On the Expiration Date, Rosetta shall retain the right in, to and under the Agilent Technology to design, develop, use, support and manufacture Arrays for internal use only (internal use includes, without limitation, the right to use Arrays in providing commercial services to Third Parties), and Rosetta shall retain the right to purchase Arrays pursuant to Section 7.9 hereof. To the extent any Inkjet Technology or aspects of the Rosetta Technology that pertain to the fabrication of Arrays is incorporated into the development, manufacture or use of an Array or any Component thereof as of the Expiration Date, Agilent shall have, and Rosetta hereby grants to Agilent, a worldwide, non-exclusive, irrevocable license in, to and under such Inkjet Technology and such aspects of the Rosetta Technology that pertain to the fabrication of Arrays to manufacture, offer for sale and sell Arrays including in connection with [***] except in connection with the field of [***] for the later of (i) the duration of the term of any valid patent within the licensed Inkjet Technology or * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. such aspects of the Rosetta Technology that pertain to the fabrication of Arrays covering the design, manufacture or use of an Array or any Component thereof or (ii) for so long (but in no event beyond the [***] of the Expiration Date) as any Rosetta Know-How incorporated therein is material to the design, development, manufacture or use of an Array or any Component thereof, and Agilent shall, for the duration of such period, pay Rosetta a commercially reasonable royalty on Net Revenues of such Arrays taking into account the Rosetta Technology so incorporated (as evidenced by the royalty rate, if any, in effect as of the Expiration Date); such royalty payments to be made at such times and pursuant to the reports required to be delivered in accordance with Section 7.7 hereof.

Arrays. On In the Expiration Dateevent either Rosetta or Agilent shall terminate this Agreement pursuant to Section 10.2 hereof, Rosetta shall retain the right inhave, to and Agilent hereby grants, a fully paid, world-wide, non-exclusive, irrevocable, royalty free license under the Agilent Technology to design, develop, use, support and manufacture Arrays for internal use only (internal use includes, without limitation, the right to use Arrays in providing commercial services to Third Parties), and . In the event Rosetta shall retain terminate this Agreement pursuant to Section 10.2 hereof, as of the Early Termination Date, Rosetta shall have right to purchase from Agilent, and Agilent shall, for so long as it shall continue to offer for sale or sell Arrays, be obligated to sell to Rosetta, Arrays at a [***] the price charged to Rosetta for Arrays pursuant to Section 7.9 hereof, provided that if Agilent shall terminate this Agreement pursuant to Section 10.2, Rosetta shall not have the right to any special pricing of Arrays. To In the extent event after any termination pursuant to Section 10.2 Agilent shall continue to offer for sale or sell Arrays incorporating Inkjet Technology or aspects of the Rosetta Technology that pertain to the fabrication of Arrays is incorporated into in the development, manufacture or use of an Array or any Component thereof as of the Expiration Datethereof, Agilent shall have, and Rosetta hereby grants to Agilent, a worldwide, non-exclusive, irrevocable license in, to and under such the Inkjet Technology and or such aspects of the Rosetta Technology that pertain to the fabrication of Arrays to manufacture, market, offer for sale sale, sell and sell support Arrays (including in connection with [***] ]) except in connection with the field of [***] for the later of (i) the duration of the term of any valid patent within the licensed Inkjet Technology or * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. such aspects of the Rosetta Technology that pertain to the fabrication of Arrays covering the design, manufacture or use of an Array or any Component thereof or (ii) for so long (but in no event beyond the [***] of the Expiration Early Termination Date) as any Rosetta Know-How incorporated therein is remains material to the design, development, manufacture or use of an Array or any Component thereof, and Agilent shall, for the duration of such period, pay Rosetta a commercially reasonable royalty equal to (A) [***] (if Rosetta shall have terminated this Agreement pursuant to Section 10.2) or (B) [***] (if Agilent shall have terminated this Agreement pursuant to Section 10.2), times the royalty (calculated on a percentage basis), if any, required to be paid to Rosetta in connection with Net Revenues of such Arrays as of the Early Termination Date, or if there shall not as of the Early Termination Date be in effect any such royalty payment obligation, a royalty equal to (A) [***] (if Rosetta shall have terminated this Agreement pursuant to Section 10.2) or (B) [***] (if Agilent shall * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. have terminated this Agreement pursuant to Section 10.2) times the royalty (calculated on a percentage basis) that would otherwise constitute a commercially reasonable royalty taking into account the Rosetta Technology so incorporated (as evidenced by the royalty rate, if any, in effect as of the Expiration Date)incorporated; such royalty payments to be made at such times and pursuant to the reports required to be delivered in accordance with Section 7.7 hereof.

Arrays. On In the Expiration Dateevent either Rosetta or Agilent shall terminate this Agreement pursuant to Section 10.2 hereof, Rosetta shall retain the right inhave, to and Agilent hereby grants, a fully paid, world-wide, non-exclusive, irrevocable, royalty free license under the Agilent Technology to design, develop, use, support and manufacture Arrays for internal use only (internal use includes, without limitation, the right to use Arrays in providing commercial services to Third Parties), and . In the event Rosetta shall retain terminate this Agreement pursuant to Section 10.2 hereof, as of the Early Termination Date, Rosetta shall have right to purchase from Agilent, and Agilent shall, for so long as it shall continue to offer for sale or sell Arrays, be obligated to sell to Rosetta, Arrays at a [***] the price charged to Rosetta for Arrays pursuant to Section 7.9 hereof, provided that if Agilent shall terminate this Agreement pursuant to Section 10.2, Rosetta shall not have the right to any special pricing of Arrays. To In the extent event after any termination pursuant to Section 10.2 Agilent shall continue to offer for sale or sell Arrays incorporating Inkjet Technology or aspects of the Rosetta Technology that pertain to the fabrication of Arrays is incorporated into in the development, manufacture or use of an Array or any Component thereof as of the Expiration Datethereof, Agilent shall have, and Rosetta hereby grants to Agilent, a worldwide, non-exclusive, irrevocable license in, to and under such the Inkjet Technology and or such aspects of the Rosetta Technology that pertain to the fabrication of Arrays to manufacture, market, offer for sale sale, sell and sell support Arrays (including in connection with [***] ]) except in connection with the field of [***] for the later of (i) the duration of the term of any valid patent within the licensed Inkjet Technology or * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. such aspects of the Rosetta Technology that pertain to the fabrication of Arrays covering the design, manufacture or use of an Array or any Component thereof or (ii) for so long (but in no event beyond the [***] tenth (10th) anniversary of the Expiration Early Termination Date) as any Rosetta Know-How incorporated therein is remains material to the design, development, manufacture or use of an Array or any Component thereof, and Agilent shall, for the duration of such period, pay Rosetta a commercially reasonable royalty equal to (A) [***] (if Rosetta shall have terminated this Agreement pursuant to Section 10.2) or (B) [***] (if Agilent shall have terminated this Agreement pursuant to Section 10.2), times the royalty (calculated on a percentage basis), if any, required to be paid to Rosetta in connection with Net Revenues of such Arrays as of the Early Termination Date, or if there shall not as of the Early Termination Date be in effect any such royalty payment obligation, a royalty equal to (A) [***] (if Rosetta shall have terminated this Agreement pursuant to Section 10.2) or (B) [***] (if Agilent shall * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. have terminated this Agreement pursuant to Section 10.2) times the royalty (calculated on a percentage basis) that would otherwise constitute a commercially reasonable royalty taking into account the Rosetta Technology so incorporated (as evidenced by the royalty rate, if any, in effect as of the Expiration Date)incorporated; such royalty payments to be made at such times and pursuant to the reports required to be delivered in accordance with Section 7.7 hereof.

Arrays. On the Expiration Date, Rosetta shall retain the right in, to and under the Agilent Technology to design, develop, use, support and manufacture Arrays for internal use only (internal use includes, without limitation, the right to use Arrays in providing commercial services to Third Parties), and Rosetta shall retain the right to purchase Arrays pursuant to Section 7.9 hereof. To the extent any Inkjet Technology or aspects of the Rosetta Technology that pertain to the fabrication of Arrays is incorporated into the development, manufacture or use of an Array or any Component thereof as of the Expiration Date, Agilent shall have, and Rosetta hereby grants to Agilent, a worldwide, non-exclusive, irrevocable license in, to and under such Inkjet Technology and such aspects of the Rosetta Technology that pertain to the fabrication of Arrays to manufacture, offer for sale and sell Arrays including in connection with [***] except in connection with the field of [***] for the later of (i) the duration of the term of any valid patent within the licensed Inkjet Technology or * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. such aspects of the Rosetta Technology that pertain to the fabrication of Arrays covering the design, manufacture or use of an Array or any Component thereof or (ii) for so long (but in no event beyond the [***] tenth (10th) anniversary of the Expiration Date) as any Rosetta Know-How incorporated therein is material to the design, development, manufacture or use of an Array or any Component thereof, and Agilent shall, for the duration of such period, pay Rosetta a commercially reasonable royalty on Net Revenues of such Arrays taking into account the Rosetta Technology so incorporated (as evidenced by the royalty rate, if any, in effect as of the Expiration Date); such royalty payments to be made at such times and pursuant to the reports required to be delivered in accordance with Section 7.7 hereof.