Common use of Arrays Clause in Contracts

Arrays. In the event either Rosetta or Agilent shall terminate this Agreement pursuant to Section 10.2 hereof, Rosetta shall have, 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). In the event Rosetta shall 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. In the 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 in the development, manufacture or use thereof, Agilent shall have, and Rosetta hereby grants to Agilent, a worldwide, non-exclusive, irrevocable license in, to and under the Inkjet Technology or such aspects of the Rosetta Technology that pertain to the fabrication of Arrays to manufacture, market, offer for sale, sell and 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 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 Early Termination Date) as Rosetta Know-How incorporated therein 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 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; 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. In On the event either Rosetta or Agilent shall terminate this Agreement pursuant to Section 10.2 hereofExpiration Date, Rosetta shall haveretain the right in, 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). In the event , and Rosetta shall terminate this Agreement pursuant to Section 10.2 hereof, as of retain 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 . To the right to extent any special pricing of Arrays. In the 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 in is incorporated into the development, manufacture or use thereofof 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 the such Inkjet Technology or and such aspects of the Rosetta Technology that pertain to the fabrication of Arrays to manufacture, market, offer for sale, sale and sell and 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 Early Termination Expiration Date) as any Rosetta Know-How incorporated therein remains 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 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 incorporatedincorporated (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. In the event either Rosetta or Agilent shall terminate this Agreement pursuant to Section 10.2 hereof, Rosetta shall have, 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). In the event Rosetta shall 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. In the 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 in the development, manufacture or use thereof, Agilent shall have, and Rosetta hereby grants to Agilent, a worldwide, non-exclusive, irrevocable license in, to and under the Inkjet Technology or such aspects of the Rosetta Technology that pertain to the fabrication of Arrays to manufacture, market, offer for sale, sell and 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 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 Early Termination Date) as Rosetta Know-How incorporated therein 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 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; 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. In On the event either Rosetta or Agilent shall terminate this Agreement pursuant to Section 10.2 hereofExpiration Date, Rosetta shall haveretain the right in, 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). In the event , and Rosetta shall terminate this Agreement pursuant to Section 10.2 hereof, as of retain 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 . To the right to extent any special pricing of Arrays. In the 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 in is incorporated into the development, manufacture or use thereofof 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 the such Inkjet Technology or and such aspects of the Rosetta Technology that pertain to the fabrication of Arrays to manufacture, market, offer for sale, sale and sell and 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 Early Termination Expiration Date) as any Rosetta Know-How incorporated therein remains 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 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 incorporatedincorporated (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.