Exclusive Grant. 2.1 Subject to the limitations set forth in this Agreement, The Regents hereby grants to the Licensee a world-wide license under Regents' Patent Rights and Regents' Technology Rights to make, have made, use, and sell Licensed Products and to practice Licensed Methods. ***Confidential Treatment Requested 8
2.2 Except as otherwise provided herein, the License granted in section 2.1 shall be exclusive for the life of the Agreement and shall be for all fields of use, except that the Licensee's license under Regents' Technology Rights shall be Limited to such uses as are necessary for identifying, making, using, or selling Licensed Products.
2.3 The license granted hereunder shall be subject to all the applicable provisions of any License to the United States Government executed by The Regents. The license granted hereunder shall be subject to the overriding obligations to the U.S. Government set forth in 35 U.S.C. 200-212 and applicable governmental implementing regulations.
2.4 The Regents expressly reserves the right to use the Inventions and associated technology for educational and research purposes.
Exclusive Grant. 5 3. SUBLICENSES..........................................................6 4.
Exclusive Grant. Subject to the terms and conditions set forth herein, Licensor hereby grants to Licensee a royalty-bearing exclusive license to make, have made, use and sell any Licensed Product in the Field of Use under Licensor’s Patent Rights throughout the Territory. This grant is subject to the payment by Licensee to Licensor of all consideration required under this Agreement, and subject to any rights of the Government of the United States as set forth in Section 2.2. This grant is further subject to rights retained by Licensor and KU to:
a. publish the general scientific findings from research conducted in whole or in part at KU related to the Patent Rights;
b. manufacture, have manufactured, use, or practice the Patent Rights for research, teaching and other educationally-related purposes; and
c. to permit other qualified non-profit and/or academic research institutions the limited right to use the Patent Rights, to make, have made, and use any Licensed Product for such organizations’ internal non-commercial research purposes. Any such grant of limited rights to a third party institution, including the transfer of any Licensed Product to any such third party institution or any other third party, shall be contingent upon the execution of a Material Transfer Agreement or equivalent agreement, substantially in the form of Exhibit “F”, limiting such third party’s activities to a specified research program for a specified period of time and providing Licensee with a right of first negotiation for exclusive rights to any resulting inventions. No such grant of limited rights to a third party institution shall include the right to conduct any research whatsoever, without the express written consent of Licensee in each and every instance, with a compound that has been designated by Licensee as a Clinical Candidate or which is under consideration for designation as a Clinical Candidate. As of the Effective Date, such compounds include [***], and the compounds covered by U.S. provisional patent application [***]. Any such grant of limited rights to a third party institution shall explicitly exclude, at all times, the right to conduct any research whatsoever in humans or administer any Licensed Product to humans.
d. Neither KU nor Licensor, nor any Affiliate thereof, shall at any time use any Licensed Product in humans for any purpose whatsoever without the express written consent of Licensee.
Exclusive Grant. Except as otherwise expressly provided herein, Aptein hereby grants to Genzyme an exclusive, irrevocable (except as provided in Section 13.3 below and subject to Section 3.5 below), royalty-free right and license, with the right to grant sublicenses, in the Territory under the CAT Patent Rights, the CAT Program Patent Rights, the CAT Technology, the CAT Program Technology, the Joint Patent Rights, the Joint Technology, and Manufacturing Know-How owned or controlled by Aptein and its Affiliates, to develop, make, have made, use, offer for sale, sell, have sold, import, have imported, export, and have exported Collaboration Products in the Field and in the Territory. The Parties intend for the foregoing exclusive license to be covered by a block exemption under applicable antitrust directives of the European Union. Accordingly, such license shall terminate (i) in the case of Patent Rights, on a claim-by-claim and a country-by-country basis upon the expiration, abandonment or invalidation of claims under such Patent Rights in such country and (ii) in the case of Technology, when such Technology enters the public domain.
Exclusive Grant. On the terms and subject to the conditions contained herein, Supplier hereby grants to Distributor the exclusive right to sell and distribute Products in the Territory. Distributor accepts the appointment to market, sell, and distribute Products in the Territory, and shall use its best efforts to promote the sale and distribution of Products in the Territory. During the term of this Agreement, Supplier shall not, either directly or indirectly, appoint or use any person or entity other than Distributor for the marketing, sale or distribution of Products in the Territory.
Exclusive Grant. During the Term of this Agreement, and subject to the terms and conditions of this Agreement, Oculus hereby grants to Quinnova the exclusive right to Detail, or otherwise Promote, the Products under the Oculus Trademark, in the Field in the Territory, it being acknowledged and agreed that during the Term, Oculus shall not grant to any Third Party similar rights to Detail, or otherwise Promote, the Products in the Field within the Territory. In order to maintain the exclusive right to Detail under this Agreement, Quinnova must attain the Minimum Units to Maintain Exclusivity set forth on Exhibit B for the applicable Calendar Year. If Quinnova fails to achieve the Minimum Units to Maintain Exclusivity in any Calendar Year, then Quinnova shall have the right and option to pay Oculus an amount equal to the net profits Oculus (the difference in units times average net sales price per unit during the period times [ ]*%) would have earned on the difference between the actual number of units sold and the Minimum Units to Maintain Exclusivity (the "Exclusivity Retention Payment"); and upon Quinnova’s payment of the Exclusivity Retention Payment, the exclusive nature of the Agreement shall continue for an additional Calendar Year. Such grant to Quinnova does not include the right to assign all or any portion of the rights and obligations under this Agreement without Oculus’ prior consent, not to be unreasonably withheld. Notwithstanding the foregoing Oculus and Quinnova acknowledge and agree that Advocos shall continue to market and provide services with respect to the Products in the same manner as heretofore provided by Advocos.
Exclusive Grant. Subject to the terms and conditions hereof, CRII shall have the sole and exclusive right to promote, market, sell and distribute the Product throughout the Territory, at CRII's sole cost and expense, either directly or by engaging the services of independent sales representatives, dealers and distributors. For the term hereof and except as provided for in Section 4.3 hereof, BSLT shall not promote, market, sell and/or distribute the Product in any location within the Territory, nor grant to any other party the right to so promote, market and/or distribute the Product in the Territory, without the express written consent of CRII. BSLT shall refer all inquiries for product to CRII without charge. All expenses incurred by CRII in connection with the promotion, marketing, sales and distribution of Product shall be the sole and exclusive responsibility of CRII.
Exclusive Grant. Subject to the terms and conditions set forth herein, Licensor hereby grants to Licensee a royalty-bearing Exclusive License to the Licensed IP, Licensed Products and Licensed Methods in the Field of Use throughout the Territory. This grant is subject to (a) the payment by Licensee to Licensor of all consideration required under this Agreement, (b) a non-exclusive, irrevocable, royalty-free license granted to the U.S. Government in the general form attached hereto as Exhibit C and (c) the rights retained by UURF and the † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION Patent Assignees and their Affiliates in Section 2.1 of the Academic License as may be amended from time to time in compliance with the terms of Section 3.2 below, a copy of which as of the Effective Date is attached hereto as Exhibit D for reference only.
Exclusive Grant. Subject to the terms and conditions set forth herein, Licensor hereby grants to Licensee a royalty-bearing exclusive license to make, have made, use and sell any Licensed Product and to practice any Licensed Method in the Field of Use under Licensor’s Patent Rights throughout the Territory. This grant is subject to the payment by Licensee to Licensor of all consideration required under this Agreement, to any rights of the Government of the United States as set forth in Section 2.2, and is further subject to rights retained by Licensor and University to:
a. publish the general scientific findings from research conducted in whole or in part at the University related to Patent Rights; and
b. manufacture, have manufactured, use, or transfer Patent Rights for research, teaching and other educationally-related purposes
Exclusive Grant. Subject to the terms hereof, BSLT shall have the sole and exclusive right to manufacture the Product in the Territory at BSLT's sole cost and expense.
