Common use of Grant of License and Term Clause in Contracts

Grant of License and Term. 2.1 University grants to Licensee to the extent of the Licensed Territory an exclusive right and license to use University Technology in the Licensed Field, subject to all the terms and conditions of this Agreement. 2.2 University grants to Licensee to the extent of the Licensed Territory, an exclusive license under the Patent Rights and the right to make, use and sell Licensed Products in the Licensed Field, upon the terms and conditions set forth herein. 2.3 Any license granted herein is exclusive for a term beginning on the date of execution of this Agreement and, unless terminated sooner as herein provided, ending at the expiration of the twentieth anniversary of such date or the last to expire of any patent claim included in the Patent Rights, whichever is later. 2.4 Licensee shall not disclose any unpublished University Technology furnished by University pursuant to Paragraph 2.1 above to third parties during the term of this Agreement or any time thereafter, provided, however, that disclosure may be made of any such University Technology at any time: (1) with the prior written consent of University which shall not be unreasonably withheld, or (2) after the same shall have become public through no fault of Licensee, or (3) which was known by the Licensee at the time of the disclosure as shown by documents in existence at such time, or (4) to any sub-licensee(s) who have agreed to terms essentially equivalent to those in this paragraph. 2.5 Notwithstanding the foregoing, any and all licenses granted hereunder are subject to the rights of the United States Government which arise out of its sponsorship of the research which led to the Invention. 2.6 If the Licensee provides funds to the University with respect to a field not described in Exhibit B under a Sponsored Research Agreement or otherwise for the purpose of investigating the use of Inventions in such field, the Parties agree that such field shall be thereby added to Exhibit B and the Licensed Field herein shall thereupon be deemed expanded to include such field. 2.7 If the Licensee provides funds to the University under a Sponsored Research Agreement or otherwise for the purpose of investigating the use of the patents listed in Exhibit C in a Licensed Field, then the Parties agree that such patent shall be thereby added to the Patent Rights.

Grant of License and Term. 2.1 a. University grants to Licensee Licensee, to the extent of the Licensed Territory an Territory, a non-exclusive right and license to use University Technology in the each individual Licensed Field, subject to all the terms and conditions of this Agreement. 2.2 b. University grants to Licensee Licensee, to the extent of the Licensed Territory, an exclusive license under the Patent Rights and the right Patents to make, have made, use and sell Licensed Products and Licensed Compounds embodying the Inventions thereof in the Licensed Field, upon the terms and conditions set forth herein. 2.3 c. University grants to Licensee, to the extent of the Licensed Territory, the right to sublicense. Sublicensees shall be subject to all the terms and conditions of this Agreement. d. Any license granted herein excluding the grant in Article 2/1 above, is exclusive for a term beginning on the date of execution of this Agreement and, unless terminated sooner as herein provided, ending at for the expiration of the twentieth anniversary lives of such date or the last to expire of any patent claim included in the Patent Rights, whichever is laterPatents. 2.4 e. Licensee shall not disclose any unpublished University Technology furnished by University pursuant to Paragraph Article 2.1 above to third parties during the term of this Agreement agreement or any time thereafter, ; provided, however, that disclosure may be made of any such University Technology at any time: ; (1) with the prior written consent of University which shall not be unreasonably withheldUniversity, or (2) after pursuant to Article 6.3 herein. f. Licensee is further granted the right to disclose and use any information pertaining to Inventions, University Technology, Patents, Licensed Products, or Licensed Compounds in any submission to local, state, federal or foreign governmental agency, including, but not limited to, the US Food and Drug Administration and the US Patent and Trademark Office. g. Affiliate(s) shall, for the purposes of this Agreement, have the same rights and responsibility to University Technology, Patents, Licensed Compounds and Licensed Products as the Licensee. Use of Licensed Products or sales of Licensed Compounds by Affiliates and subsequent payments due University pursuant to Article III herein shall have become public through no fault of be treated as if they were made by Licensee, or (3) which was known by the Licensee at the time of the disclosure as shown by documents in existence at such time, or (4) to any sub-licensee(s) who have agreed to terms essentially equivalent to those in this paragraph. 2.5 h. Notwithstanding the foregoing, any and all licenses granted hereunder are subject to the rights of the United States Government which arise out of its sponsorship of the research which led to the Invention. 2.6 If the Licensee provides funds to the University with respect to a field not described in Exhibit B under a Sponsored Research Agreement or otherwise for the purpose of investigating the use of Inventions in such field, the Parties agree that such field shall be thereby added to Exhibit B and the Licensed Field herein shall thereupon be deemed expanded to include such field. 2.7 If the Licensee provides funds to the University under a Sponsored Research Agreement or otherwise for the purpose of investigating the use of the patents listed in Exhibit C in a Licensed Field, then the Parties agree that such patent shall be thereby added to the Patent Rights.

Grant of License and Term. 2.1 University grants to Licensee to the extent of in the Licensed Territory an exclusive right and license to use Sponsored University Technology in the Licensed Field, subject to University's reservation of rights under paragraph 9. 1. For purposes of this paragraph, "exclusive" means that University will not knowingly license any other third party the rights to such Sponsored University Technology. University also grants to Licensee in the Licensed Territory a non-exclusive right and license to use Non-Sponsored University Technology, in the Licensed Field. Each license granted in this paragraph 2.1 is subject to all the terms and conditions of this Agreement. Licensee may grant, subject to University prior written approval, which approval shall not be unreasonably withheld, sublicenses of its rights under this paragraph 2.1. 2.2 University grants to Licensee to the extent of the Licensed Territory, an exclusive license license, with the right to grant sublicenses, under the Patent Rights and the right to make, use and sell Licensed Products in the Licensed Field, upon the terms and conditions set forth herein. Licensee may grant, subject to University prior written approval, which approval shall not be unreasonably withheld, sublicenses of its rights under this paragraph. 2.3 Any license granted herein is exclusive for a term beginning on the date of execution of this Agreement and, unless terminated sooner as herein provided, ending at the expiration of the twentieth anniversary of such date or the last to expire of any patent claim included in the Patent Rights, whichever is lateror if no patents mature from said Patent Rights, such license shall terminate 15 years from the date of its commencement, at which time Licensee's license to use the Sponsored University Technology shall be fully-paid. 2.4 Licensee agrees not to use University Technology and Patent Rights for any purpose other than that set forth in Paragraphs 2.1 and 2.2 without the prior written consent of University. Licensee shall not disclose any unpublished University Technology or patent applications included in Patent Rights furnished by University pursuant to Paragraph 2.1 and 2.2 above to third parties during the term of this Agreement or any time thereafter, provided, however, that disclosure may be made of any such patent applications and University Technology at any time: : (1) with the prior written consent of University which shall not be unreasonably withheldUniversity, or (2) after the same shall have become public through no fault of Licensee. Licensee shall use the same standard of care to protect University Technology and University patent applications as it uses to protect its own confidential information, or (3) which was known by the Licensee at the time and shall limit disclosure of the disclosure as shown by documents in existence at such time, or (4) information to any sub-licensee(s) those of its employees who have agreed an actual need to know and who have a written obligation to protect the confidentiality of such information which is substantially the same as the agreement contained herein. Notwithstanding other provisions of this Paragraph 2.4 to the contrary, Licensee may disclose to its Affiliates, consultants, collaborators, potential collaborators or other third parties to be engaged by Licensee in the development or commercialization of Licensed Products, the University Technology and patent applications without prior written consent of University, only if those parties have signed confidentiality agreements with Licensee on terms essentially equivalent to which are substantially the same as those contained in this paragraphParagraph 2. 2.5 Notwithstanding the foregoing, any and all licenses granted hereunder are subject to the rights of the United States Government which arise out of its sponsorship of the research which led to the Invention. 2.6 If the Licensee provides funds to the University with respect to a field not described in Exhibit B under a Sponsored Research Agreement or otherwise for the purpose of investigating the use of Inventions in such field, the Parties agree that such field shall be thereby added to Exhibit B and the Licensed Field herein shall thereupon be deemed expanded to include such field. 2.7 If the Licensee provides funds to the University under a Sponsored Research Agreement or otherwise for the purpose of investigating the use of the patents listed in Exhibit C in a Licensed Field, then the Parties agree that such patent shall be thereby added to the Patent Rights.

Grant of License and Term. 2.1 University UCHC grants to Licensee to the extent of the Licensed Territory and its Affiliates an exclusive exclusive, worldwide right and license to use University Technology in the UCHC Technology, and to make, have made, use, import, export and sell Licensed FieldProducts incorporating, subject to all made, using or derived from UCHC Technology, upon the terms and conditions of this Agreement. 2.2 University UCHC grants to Licensee to the extent of the Licensed Territoryand its Affiliates an exclusive, an exclusive worldwide license under the Patent Rights and the right to make, use and sell Licensed Products in Products, and to practice any process, method or procedure covered by the Licensed FieldPatent Rights related to prognosis and/or diagnosis of PCG, upon the terms and conditions set forth herein. 2.3 Any license The rights and licenses granted herein is under Sections 2.1 and 2.2 above shall include the exclusive for a term beginning on the date of execution of this Agreement and, unless terminated sooner as herein provided, ending at the expiration of the twentieth anniversary of such date or the last right to expire of any patent claim included in the Patent Rights, whichever is latergrant sublicenses. 2.4 UCHC shall promptly disclose to Licensee the UCHC Technology and provide Licensee with copies of the physical embodiments thereof. UCHC shall provide Licensee with reasonable assistance in understanding and implementing the UCHC Technology related to PCG. The amount of such assistance to be provided by Dr. Xxxxxxx Xxxxxxxxx xxxl be mutually agreed by Dr. Xxxxxxxxx xxx Licensee, and Dr. Xxxxxxxxx xxxl be compensated for time spent providing such assistance at the same rate as for services provided pursuant to his existing consulting agreement with Licensee. Licensee shall not disclose any unpublished University UCHC Technology furnished by University UCHC pursuant to Paragraph 2.1 above this Agreement to third parties during the term of this Agreement or any time thereafter, provided, however, that disclosure Licensee may be made of disclose any such University UCHC Technology at any time: (1) with the prior written consent of University which shall not be unreasonably withheldDr. Xxxxxxxxx xxx UCHC, or (2) after the same shall have become public through no fault of Licensee, Licensee or (3) which was known by the to sublicensees of Licensee at the time of the disclosure as shown by documents in existence at or other persons or entities with whom Licensee proposes to enter into a business relationship, provided that such time, sublicensee or (4) to any sub-licensee(s) who have agreed to terms essentially third party enters into a confidentiality agreement containing provisions equivalent to those Section 8 of this Agreement. The Licensee will not disclose proprietary information which is unpublished and not included in this paragrapha patent application without Dr. Xxxxxxxxx'x xxxor permission, which shall not be unreasonably withheld or delayed. 2.5 Notwithstanding In the foregoing, event that the laboratory of Dr. Xxxxxxx Xxxxxxxxx xx UCHC develops any and all licenses granted hereunder are subject improvements relating only to the rights prognosis and diagnosis of the United States Government which arise out of its sponsorship of the research which led to the Invention. 2.6 If the Licensee provides funds to the University with respect to a field not described in Exhibit B under a Sponsored Research Agreement or otherwise for the purpose of investigating the use of Inventions in such field, the Parties agree that such field shall be thereby added to Exhibit B and the Licensed Field herein shall thereupon be deemed expanded to include such field. 2.7 If the Licensee provides funds to the University under a Sponsored Research Agreement or otherwise for the purpose of investigating the use of the patents listed in Exhibit C in a Licensed Field, then the Parties agree that such patent shall be thereby added to the Patent Rights.PCG