Common use of AZ GRANT TO CK Clause in Contracts

AZ GRANT TO CK. AZ agrees to grant and hereby grants CK a non-exclusive, worldwide, royalty-free right and license, under AZ Intellectual Property Rights in AZ Background Technology, to use AZ Background Technology solely for the purposes of CK performing the Research Program during the Research Term. Upon completion of the Research Program and CK delivering to AZ the items required to be provided under the Research Plan, and upon the Cytometrix(TM) Hepatotoxicity Module, as installed at the CK Facility, meeting the Performance Criteria, AZ agrees to grant and hereby grants to CK a non-exclusive, worldwide, royalty-free, perpetual right and license, limited to the Field, under AZ Intellectual Property Rights in AZ Background Technology, for CK to practice AZ Background Technology in the production, use and modification of the Cytometrix(TM) Hepatotoxicity Module and Improvements thereof. For five (5) years following the expiration of the Research Term, CK's license under this Section 5.2.1 shall be restricted solely for internal research purposes, which internal research purposes include CK's use of the Cytometrix(TM) Hepatotoxicity Module in its research collaborations with any collaborator when required to advance the research collaboration or CK's internal drug discovery and development programs; provided that the Cytometrix(TM) Hepatotoxicity Module is not the predominant component of the * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. AZ AND CK CONFIDENTIAL relationship between CK and such collaborator and provided further that in any research collaboration the Cytometrix(TM) Hepatotoxicity Module is used for activities such as to inform lead generation or to triage hits and leads rather than solely for activities such as screening entire libraries of compounds. For the avoidance of doubt however, such internal research use shall expressly exclude exploitation of the Cytometrix(TM) Hepatotoxicity Module as a commercial product or service (e.g., as a service bureau), except as expressly provided above. In connection with such internal research purposes, CK may authorize collaborators and others to access and use of the AZ Background Technology at CK's facility. After the first five (5) years after the Research Term, CK is free to sublicense its rights under this Section 5.2.1 without restriction.

AZ GRANT TO CK. AZ agrees to grant and hereby grants CK a non-exclusive, worldwide, royalty-free right and license, under AZ Intellectual Property Rights in AZ Background Technology, to use AZ Background Technology solely for the purposes of CK performing the Research Program during the Research Term. Upon completion of the Research Program and CK delivering to AZ the items required to be provided under the Research Plan, and upon the Cytometrix(TM) Hepatotoxicity Module, as installed at the CK Facility, meeting the Performance Criteria, AZ agrees to grant and hereby grants to CK a non-exclusive, worldwide, royalty-free, perpetual right and license, limited to the Field, under AZ Intellectual Property Rights in AZ Background Technology, for CK to practice AZ Background Technology in the production, use and modification of the Cytometrix(TM) Hepatotoxicity Module and Improvements thereof. For five (5) [*] years following the expiration of the Research Term, CK's license under this Section 5.2.1 shall be restricted solely for internal research purposes, which internal research purposes include CK's use of the Cytometrix(TM) Hepatotoxicity Module in its research collaborations with any collaborator when required to advance the research collaboration or CK's internal drug discovery and development programs; provided that the Cytometrix(TM) Hepatotoxicity Module is not the predominant component of the * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. AZ AND CK CONFIDENTIAL relationship between CK and such collaborator and provided further that in any research collaboration the Cytometrix(TM) Hepatotoxicity Module is used for activities such as to inform lead generation or to triage hits and leads rather than solely for activities such as screening entire libraries of compounds. For the avoidance of doubt however, such internal research use shall expressly exclude exploitation of the Cytometrix(TM) Hepatotoxicity Module as a commercial product or service (e.g., as a service bureau), except as expressly provided above. In connection with such internal research purposes, CK may authorize collaborators and others to access and use of the AZ Background Technology at CK's facility. After the first five (5) [*] years after the Research Term, CK is free to sublicense its rights under this Section 5.2.1 without restriction.

AZ GRANT TO CK. (a) AZ agrees to grant and hereby grants CK a non-exclusive, worldwide, royalty-free right and license, license under AZ Intellectual Property Rights in AZ Background Technology, to use Compounds and AZ Background Technology solely for Compound Data in the purposes of CK performing the Research Program Field (a) during the Research Term. Upon completion , solely in connection with CK's performance of the Research Program and CK delivering to AZ the items required to be provided under in accordance with the Research Plan, (b) during and upon after the Cytometrix(TMResearch Term, to perform purity analysis, and (c) Hepatotoxicity Module, as installed at after the CK Facility, meeting the Performance Criteria, AZ agrees to grant and hereby grants to CK a non-exclusive, worldwide, royalty-free, perpetual right and license, limited to the Field, under AZ Intellectual Property Rights in AZ Background Technology, Research Term (1) for CK to practice [*] thereof, and (2) as expressly provided in Section 7.3. CK agrees that although it may perform purity analysis as set forth above, neither it nor any of its employees, agents or assigns shall attempt to determine the chemical structure of, or otherwise characterize, the AZ Background Technology in Compounds proprietary to AZ without the production, use and modification prior written consent of the Cytometrix(TM) Hepatotoxicity Module and Improvements thereofAZ. For five [*] (5[*]) years following the expiration of the Research Term, CK's license under this Section 5.2.1 5.3.1 shall be restricted solely for internal research purposes. For purposes of this Agreement, which internal research purposes include CK's use of the Cytometrix(TM) Hepatotoxicity Module in its research collaborations with any collaborator when required to advance the research collaboration or CK's internal drug discovery and development programs; provided that the Cytometrix(TM) Hepatotoxicity Module is not the predominant component of the * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. AZ AND CK CONFIDENTIAL relationship between CK and such collaborator and provided further that in any research collaboration the Cytometrix(TM) Hepatotoxicity Module is used for activities such as to inform lead generation or to triage hits and leads rather than solely for activities such as screening entire libraries of compounds. For the avoidance of doubt however, such internal research use shall expressly exclude exploitation of the Cytometrix(TM) Hepatotoxicity Module as a commercial product or service (e.g., as a service bureau), except as expressly provided above. In connection with such internal research purposes, CK may authorize collaborators and others to access and use of the AZ Background Technology Compounds and Compound Data * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. AZ AND CK CONFIDENTIAL at CK's facility. After the first five [*] (5[*]) years after the Research Term, CK is free to sublicense its rights to the AZ Compound Data for the purpose of [*] thereof under this Section 5.2.1 without restriction5.3.1(a). (b) CK shall maintain written records regarding the use of AZ Compounds and AZ Compound Data, and upon reasonable advance written notice and during regular business hours, CK shall permit AZ or its authorized designee to access CK Facilities, and to review required documentation to determine compliance with the terms of this license.

AZ GRANT TO CK. AZ agrees to grant and hereby grants CK a non-exclusive, worldwide, royalty-free right and license, under AZ Intellectual Property Rights in AZ Background Technology, to use AZ Background Technology solely for the purposes of CK performing the Research Program during the Research Term. Upon completion of the Research Program and CK delivering to AZ the items required to be provided under the Research Plan, and upon the Cytometrix(TM) Hepatotoxicity Module, as installed at the CK Facility, meeting the Performance Criteria, AZ agrees to grant and hereby grants to CK a non-exclusive, worldwide, royalty-free, perpetual right and license, limited to the Field, under AZ Intellectual Property Rights in AZ Background Technology, for CK to practice AZ Background Technology in the production, use and modification of the Cytometrix(TM) Hepatotoxicity Module and Improvements thereof. For five [*] (5[*]) years following the expiration of the Research Term, CK's license under this Section 5.2.1 shall be restricted solely for internal research purposes, which internal research purposes include CK's use of the Cytometrix(TM) Hepatotoxicity Module in its research collaborations with any collaborator when required to advance the research collaboration or CK's internal drug discovery and development programs; provided that the Cytometrix(TM) Hepatotoxicity Module is not the predominant component of the * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. AZ AND CK CONFIDENTIAL relationship between CK and such collaborator and provided further that in any research collaboration the Cytometrix(TM) Hepatotoxicity Module is used for activities such as to inform lead generation or to triage hits and leads rather than solely for activities such as screening entire libraries of compounds. For the avoidance of doubt however, such internal research use shall expressly exclude exploitation of the Cytometrix(TM) Hepatotoxicity Module as a commercial product or service (e.g., as a service bureau), except as expressly provided above. In connection with such internal research purposes, CK may authorize collaborators and others to access and use of the AZ Background Technology at CK's facility. After the first five [*] (5[*]) years after the Research Term, CK is free to sublicense its rights under this Section 5.2.1 without restriction.

AZ GRANT TO CK. (a) AZ agrees to grant and hereby grants CK a non-exclusive, worldwide, royalty-free right and license, license under AZ Intellectual Property Rights in AZ Background Technology, to use Compounds and AZ Background Technology solely for Compound Data in the purposes of CK performing the Research Program Field (a) during the Research Term. Upon completion , solely in connection with CK's performance of the Research Program and CK delivering to AZ the items required to be provided under in accordance with the Research Plan, (b) during and upon after the Cytometrix(TMResearch Term, to perform purity analysis, and (c) Hepatotoxicity Module, as installed at after the CK Facility, meeting the Performance Criteria, AZ agrees to grant and hereby grants to CK a non-exclusive, worldwide, royalty-free, perpetual right and license, limited to the Field, under AZ Intellectual Property Rights in AZ Background Technology, Research Term (1) for CK to practice AZ Background Technology in validate results from, calibrate, and improve the production, use and modification performance of the Cytometrix(TM) Hepatotoxicity Module and Improvements thereof, and (2) as expressly provided in Section 7.3. CK agrees that although it may perform purity analysis as set forth above, neither it nor any of its employees, agents or assigns shall attempt to determine the chemical structure of, or otherwise characterize, the AZ Compounds proprietary to AZ without the prior written consent of AZ. For five (5) years following the expiration of the Research Term, CK's license under this Section 5.2.1 5.3.1 shall be restricted solely for internal research purposes. For purposes of this Agreement, which internal research purposes include CK's use of the Cytometrix(TM) Hepatotoxicity Module in its research collaborations with any collaborator when required to advance the research collaboration or CK's internal drug discovery and development programs; provided that the Cytometrix(TM) Hepatotoxicity Module is not the predominant component of the * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. AZ AND CK CONFIDENTIAL relationship between CK and such collaborator and provided further that in any research collaboration the Cytometrix(TM) Hepatotoxicity Module is used for activities such as to inform lead generation or to triage hits and leads rather than solely for activities such as screening entire libraries of compounds. For the avoidance of doubt however, such internal research use shall expressly exclude exploitation of the Cytometrix(TM) Hepatotoxicity Module as a commercial product or service (e.g., as a service bureau), except as expressly provided above. In connection with such internal research purposes, CK may authorize collaborators and others to access and use of the AZ Background Technology Compounds and Compound Data * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. AZ AND CK CONFIDENTIAL at CK's facility. After the first five (5) years after the Research Term, CK is free to sublicense its rights to the AZ Compound Data for the purpose of validating results from and calibrating the CHM and Improvements thereof under this Section 5.2.1 without restriction5.3.1(a). (b) CK shall maintain written records regarding the use of AZ Compounds and AZ Compound Data, and upon reasonable advance written notice and during regular business hours, CK shall permit AZ or its authorized designee to access CK Facilities, and to review required documentation to determine compliance with the terms of this license.

AZ GRANT TO CK. (a) AZ agrees to grant and hereby grants CK a non-exclusive, worldwide, royalty-free right and license, license under AZ Intellectual Property Rights in AZ Background Technology, to use Compounds and AZ Background Technology solely for Compound Data in the purposes of CK performing the Research Program Field (a) during the Research Term. Upon completion , solely in connection with CK's performance of the Research Program and CK delivering to AZ the items required to be provided under in accordance with the Research Plan, (b) during and upon after the Cytometrix(TMResearch Term, to perform purity analysis, and (c) Hepatotoxicity Module, as installed at after the CK Facility, meeting the Performance Criteria, AZ agrees to grant and hereby grants to CK a non-exclusive, worldwide, royalty-free, perpetual right and license, limited to the Field, under AZ Intellectual Property Rights in AZ Background Technology, Research Term (1) for CK to practice * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. AZ Background Technology AND CK CONFIDENTIAL [*] thereof, and (2) as expressly provided in Section 7.3. CK agrees that although it may perform purity analysis as set forth above, neither it nor any of its employees, agents or assigns shall [*], the production, use and modification AZ Compounds proprietary to AZ without the prior written consent of the Cytometrix(TM) Hepatotoxicity Module and Improvements thereofAZ. For five (5) [*] years following the expiration of the Research Term, CK's license under this Section 5.2.1 5.3.1 shall be restricted solely for internal research purposes. For purposes of this Agreement, which internal research purposes include CK's use of the Cytometrix(TM) Hepatotoxicity Module in its research collaborations with any collaborator when required to advance the research collaboration or CK's internal drug discovery and development programs; provided that the Cytometrix(TM) Hepatotoxicity Module is not the predominant component of the * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. AZ AND CK CONFIDENTIAL relationship between CK and such collaborator and provided further that in any research collaboration the Cytometrix(TM) Hepatotoxicity Module is used for activities such as to inform lead generation or to triage hits and leads rather than solely for activities such as screening entire libraries of compounds. For the avoidance of doubt however, such internal research use shall expressly exclude exploitation of the Cytometrix(TM) Hepatotoxicity Module as a commercial product or service (e.g., as a service bureau), except as expressly provided above. In connection with such internal research purposes, CK may authorize collaborators and others to access and use of the AZ Background Technology Compounds and Compound Data at CK's facility. After the first five (5) [*] years after the Research Term, CK is free to sublicense its rights to the AZ Compound Data for the purpose of [*] thereof under this Section 5.2.1 without restriction5.3.1(a). (b) CK shall maintain written records regarding the use of AZ Compounds and AZ Compound Data, and upon reasonable advance written notice and during regular business hours, CK shall permit AZ or its authorized designee to access CK Facilities, and to review required documentation to determine compliance with the terms of this license.