Common use of Exclusive License Grant Clause in Contracts

Exclusive License Grant. Subject to the provisions of this Agreement, Burcon hereby grants to ADM an exclusive, royalty-bearing, worldwide license to use and exploit the Burcon Technology (including know-how and trade secrets) and Burcon Patent Rights solely to make, have made, use, market and sell the Products, together with the right to grant sublicenses to a purchaser of the Products to use, market or sell the Products without the consent of Burcon (the "Exclusive License"). Apart from the sale of the Products, ADM may sublicense the Burcon Technology (including know-how and trade secrets) and Burcon Patent Rights with the prior written consent of Burcon, which consent shall not be unreasonably withheld. Burcon covenants that, during the term of the Exclusive License, it shall not directly or indirectly grant to any other Person in the Territory any right, license or privilege to make, have made, market, use or sell the Products in the Territory. Burcon covenants that, during the term of the Exclusive License, it shall not make, have made, market, or sell the Products in the Territory, provided that nothing herein shall be construed or interpreted in any way as limiting Burcon’s right to conduct or continue research or development in any manner whatsoever, whether concerning soy and non-soy products or otherwise.