Common use of Grant to Licensee Clause in Contracts

Grant to Licensee. 4.1 Subject to the terms and conditions of this AGREEMENT, GTG hereby grants LICENSEE and SUBSIDIARIES of LICENSEE, during the TERM of this AGREEMENT, a nonexclusive, non-assignable (except as provided in Section 4.2), non-transferable, annual fee-bearing, license under the LICENSED PATENTS (without the right to sublicense) to make, use, sell, offer for sale, and import LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY solely for the PURPOSE. 4.2 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE and LICENSEE shall not assign or otherwise transfer any license or right granted hereunder or any interest therein without the prior written consent of GTG (which may be withheld in GTG's sole and absolute discretion), except to a purchaser of all or substantially all of the genomics business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise (e.g., upon a sale by LICENSEE (or any SUBSIDIARY) of the stock or assets of MMI Genomics, Inc. to a third party); provided, however that prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE's obligations under this AGREEMENT and expressly acknowledges in writing that products and/or services of such purchaser existing prior to the transfer of ownership shall not be LICENSED PRODUCTS; and provided further that upon any such assignment or transfer (whether with the consent of GTG or upon the sale of the genomics business), neither MetaMorphix, Inc., nor MMI Genomics, Inc. shall retain or enjoy any continuing license under the LICENSED PATENTS. 4.3 All rights not explicitly granted to LICENSEE are reserved by GTG. Not limiting the foregoing, LICENSEE acknowledges that it is not granted any rights to any other patents or other intellectual property rights of GTG or any third party.

Grant to Licensee. 4.1 Subject to the terms and conditions of this AGREEMENT, 2.1 GTG hereby grants LICENSEE and SUBSIDIARIES agrees to grant to LICENSEE, LICENSEE’s SUBSIDIARIES, and their customers of LICENSEEgenetics and/or transgenic products, but only for the use of those products, during the TERM of this AGREEMENT(as defined below), a nonexclusive, non-assignable (except as provided in Section 4.2), non-transferable, annual feeperpetual, irrevocable, paid-bearing, up license under the LICENSED PATENTS (without the right to sublicense) to make, have made, use, sell, offer for sale, and import LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY solely for the PURPOSETERRITORY. 4.2 2.2 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE and LICENSEE’s SUBSIDIARIES, LICENSEE and LICENSEE’s SUBSIDIARIES shall not assign assign, sublicense or otherwise transfer any license or right granted hereunder or any interest therein without the prior written consent of GTG (which may be withheld in GTG's ’s sole and absolute discretion), except to a purchaser of all or substantially all of the genomics business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise (e.g., upon a sale by LICENSEE (or any SUBSIDIARY) of the stock or assets of MMI Genomics, Inc. to a third party)otherwise; provided, however that prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE's ’s obligations under this AGREEMENT and expressly acknowledges in writing that products and/or services of such purchaser existing prior to the transfer of ownership shall not be LICENSED PRODUCTS; and provided further that upon any such assignment or transfer (whether with the consent of GTG or upon the sale of the genomics business), neither MetaMorphix, Inc., nor MMI Genomics, Inc. shall retain or enjoy any continuing license under the LICENSED PATENTS. 4.3 2.3 All rights not explicitly granted to LICENSEE and LICENSEE’s SUBSIDIARIES are reserved by GTG. Not limiting the foregoing, LICENSEE acknowledges that it is not granted any rights outside of the FIELD OF USE or to any other patents or other intellectual property rights of GTG or any third partyparty by this AGREEMENT except as may be agreed by the Parties. 2.4 LICENSEE shall be responsible for all acts and omissions of LICENSEE’S SUBSIDIARIES related to the rights granted to LICENSEE’s SUBSIDIARIES under this AGREEMENT and LICENSEE shall ensure that LICENSEE’s SUBSIDIARIES are in compliance with the terms and conditions of this AGREEMENT at all times.

Grant to Licensee. 4.1 Subject to the terms and conditions of this AGREEMENT, GTG hereby grants and agrees to grant to LICENSEE and SUBSIDIARIES of LICENSEE's SUBSIDIARIES, during the TERM of this AGREEMENT, a nonexclusive, non-assignable (except as provided in Section 4.2), non-transferable, annual fee-bearing, license under the LICENSED PATENTS (without the right to sublicense) to make, use, sell, offer for sale, and import LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY solely for the PURPOSETERRITORY. 4.2 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE and LICENSEE's SUBSIDIARIES. LICENSEE and LICENSEE's SUBSIDIARIES shall not assign or otherwise transfer any license or right granted hereunder or any interest therein without the prior written consent of GTG (which may be withheld in GTG's sole and absolute discretion), except to a purchaser of all or substantially all of the genomics business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise (e.g., upon a sale by LICENSEE (or any SUBSIDIARY) of the stock or assets of MMI Genomics, Inc. to a third party)otherwise; provided, however that prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE's obligations under this AGREEMENT and expressly acknowledges acknowledge in writing that products and/or services of such purchaser existing performed prior to the transfer of ownership shall not be considered LICENSED PRODUCTS; and provided further that upon any such assignment or transfer (whether with the consent of GTG or upon the sale of the genomics business), neither MetaMorphix, Inc., nor MMI Genomics, Inc. shall retain or enjoy any continuing license under the LICENSED PATENTS. 4.3 All rights not explicitly granted to LICENSEE and LICENSEE's SUBSIDIARIES are reserved by GTG. Not limiting the foregoing, LICENSEE acknowledges that it is not granted any rights to any other patents or other intellectual property rights of GTG or any third partyparty other than the LICENSED PATENTS. 4.4 LICENSEE shall be responsible for all acts and omissions of LICENSEE's SUBSIDIARIES related to the rights granted to LICENSEE's SUBSIDIARIES under this AGREEMENT and LICENSEE shall ensure that LICENSEE's SUBSIDIARIES are in compliance with the terms and conditions of this AGREEMENT at all times. ARTICLE V

Grant to Licensee. 4.1 Subject to the terms and conditions of this AGREEMENT, 2.1 GTG hereby grants LICENSEE and SUBSIDIARIES agrees to grant to LICENSEE, LICENSEE’s SUBSIDIARIES, and their customers of LICENSEEgenetics and/or transgenic products, but only for the use of those products, during the TERM of this AGREEMENT(as defined below), a nonexclusive, nonperpetual, irrevocable, paid-assignable (except as provided in Section 4.2), non-transferable, annual fee-bearing, up license under the LICENSED PATENTS (without the right to sublicense) to make, have made, use, sell, offer for sale, and import LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY solely for the PURPOSETERRITORY. 4.2 2.2 The rights and licenses granted by GTG in this AGREEMENT are personal to assignable by LICENSEE and LICENSEE shall not assign or otherwise transfer any license or right granted hereunder or any interest therein without the prior written consent of GTG (which may be withheld in GTG's sole and absolute discretion), except to a purchaser of all or substantially all of the genomics business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise (e.g., upon a sale by LICENSEE (or any SUBSIDIARY) of the stock or assets of MMI Genomics, Inc. to a third party); provided, however that prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE's obligations under this AGREEMENT and expressly acknowledges in writing otherwise. GTG agrees that products and/or services of such purchaser existing prior to that are within the transfer of ownership FIELD OF USE shall not be LICENSED PRODUCTS; PRODUCTS following the assignment of LICENSEE’s rights and provided further that upon any licenses under this AGREEMENT to such assignment or transfer (whether with the consent of GTG or upon the sale of the genomics business), neither MetaMorphix, Inc., nor MMI Genomics, Inc. shall retain or enjoy any continuing license under the LICENSED PATENTSpurchaser. 4.3 2.3 All rights not explicitly granted to LICENSEE and LICENSEE’s SUBSIDIARIES are reserved by GTG. Not limiting the foregoing, LICENSEE acknowledges that it is not granted any rights outside of the FIELD OF USE or to any other patents or other intellectual property rights of GTG or any third partyparty by this AGREEMENT except as may be agreed by the Parties. 2.4 LICENSEE shall be responsible for all acts and omissions of LICENSEE’s SUBSIDIARIES related to the rights granted to LICENSEE’s SUBSIDIARIES under this AGREEMENT and LICENSEE shall ensure that LICENSEE’s SUBSIDIARIES are in compliance with the terms and conditions of this AGREEMENT at all times.

Grant to Licensee. 4.1 Subject to the terms and conditions of this AGREEMENT, GTG hereby grants LICENSEE and SUBSIDIARIES of to LICENSEE, during the TERM of this AGREEMENT, a nonexclusive: (i) A non-exclusive, non-assignable (except as provided in Section 4.2), non-transferableassignable, annual fee-bearing, bearing license under the LICENSED PATENTS (without the right to sublicensesublicense except to LICENSEE's SUBSIDIARIES) to makeperform, use, sell, and offer for sale, and import to sell DIAGNOSTIC TESTING LICENSED PRODUCTS SERVICES in the FIELD OF USE throughout solely within the TERRITORY solely for the DIAGNOSTIC TESTING PURPOSE; and (ii) A non-exclusive, non-assignable, annual fee-bearing license under the LICENSED PATENTS (without right to sublicense except to LICENSEE's SUBSIDIARIES) to perform, use, sell, and offer to sell CLINICAL TRIALS LICENSED SERVICES in the FIELD OF USE in the United States, its territories, and Europe (regardless of where the samples originate or where the sponsor may be located) for the CLINICAL TRIALS PURPOSE. 4.2 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE and LICENSEE shall not assign or otherwise transfer any license or right granted hereunder or any interest therein without the prior written consent of GTG (which may be withheld in GTG's sole and absolute discretion), except to a purchaser of all or substantially all of the genomics business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise (e.g., upon a sale by LICENSEE (or any SUBSIDIARY) of the stock or assets of MMI Genomics, Inc. to a third party); provided, however that prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE's obligations under this AGREEMENT and expressly acknowledges in writing that products and/or services of such purchaser existing prior to the transfer of ownership shall not be LICENSED PRODUCTS; and provided further that upon any such assignment or transfer (whether with the consent of GTG or upon the sale of the genomics business), neither MetaMorphix, Inc., nor MMI Genomics, Inc. shall retain or enjoy any continuing license under the LICENSED PATENTS. 4.3 All rights not explicitly granted to LICENSEE are reserved by GTG. Not limiting the foregoing, LICENSEE acknowledges that it is not granted any rights to any other patents or other intellectual property rights of GTG or any third party. 4.3 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE. Except as set forth in Section 4.4 and Section 11.6, LICENSEE shall not assign or otherwise transfer (by operation of law or otherwise) any license or right granted hereunder or any interest therein, without the prior written consent of GTG (which may be withheld in GTG's sole and absolute discretion). Any attempted assignment or transfer without such prior written consent shall be void and shall upon written notice by GTG terminate all rights of LICENSEE under this AGREEMENT. 4.4 LICENSEE may extend the license granted under this AGREEMENT to SUBSIDIARIES of LICENSEE provided that LICENSEE ensures that such SUBSIDIARIES are bound to the same terms and conditions of this AGREEMENT as is LICENSEE (except that such SUBSIDIARIES shall not be obligated ***, it being understood that payments by LICENSEE of the amounts under *** constitutes *** for LICENSEE and all SUBSIDIARIES of LICENSEE).

Grant to Licensee. 4.1 Subject to the terms and conditions of this AGREEMENT, GTG hereby grants LICENSEE and SUBSIDIARIES of agrees to grant to LICENSEE, during the TERM of this AGREEMENT(as defined below), a nonexclusive, non-assignable (except as provided in Section 4.2), non-transferable, annual feepaid-bearingup, perpetual, irrevocable, license under the LICENSED PATENTS (without the right to sublicense) to make, use, sell, to: 4.1.1 make and use LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY solely for the PURPOSE; 4.1.2 offer for sale, sale and import sell LICENSED PRODUCTS to END USERS in the FIELD OF USE throughout the TERRITORY solely for the PURPOSE; and 4.1.3 offer for sale and sell LICENSED PRODUCTS to RESELLERS in the FIELD OF USE throughout the TERRITORY solely for the PURPOSE. 4.2 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE and LICENSEE. LICENSEE shall not assign or otherwise transfer any license or right granted hereunder or any interest therein without the prior written consent of GTG (which may be withheld in GTG's ’s sole and absolute discretion), except to a purchaser of all or substantially all of the genomics business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise (e.g., upon a sale by LICENSEE (or any SUBSIDIARY) of the stock or assets of MMI Genomics, Inc. to a third party)otherwise; provided, however that prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE's ’s obligations under this AGREEMENT and expressly acknowledges in writing that no products and/or or services of such purchaser existing prior to the transfer of ownership shall not be considered LICENSED PRODUCTS; and provided further that upon any such assignment . 4.3 The licenses granted in Section 4.1 are subject to the following: 4.3.1 LICENSEE will not grant or transfer (whether with the consent purport to grant purchasers of GTG or upon the sale of the genomics business), neither MetaMorphix, Inc., nor MMI Genomics, Inc. shall retain or enjoy any continuing license LICENSED PRODUCTS rights under the LICENSED PATENTS. 4.3 All rights 4.3.2 LICENSEE’s and RESELLERS’ contracts with END USERS of LICENSED PRODUCTS will affirmatively disclaim or otherwise clarify that the contract does not explicitly granted grant or otherwise provide to LICENSEE are reserved by GTG. Not limiting the foregoing, LICENSEE acknowledges that it is not granted END USER any rights or licenses under the LICENSED PATENTS, except to any other patents or other intellectual property rights use the LICENSED PRODUCTS for internal research purposes only and not for the benefit of GTG or any third party. 4.3.3 LICENSEE’s contract with RESELLERS of LICENSED PRODUCTS will affirmatively disclaim or otherwise clarify that the contract does not grant or otherwise provide to the RESELLER any rights or licenses under the LICENSED PATENTS, except to resell directly to END USERS for such END USERS’ internal research purposes only and not for the benefit of any third party.

Grant to Licensee. 4.1 Subject to the terms and conditions of this AGREEMENT, GTG hereby grants LICENSEE and SUBSIDIARIES of LICENSEE, during the TERM of this AGREEMENT, a nonexclusive, non-assignable (except as provided in Section 4.2), non-transferable, annual fee-bearingfeebearing, license under the LICENSED PATENTS (without the right to sublicense) to make, use, sell, offer for sale, and import LICENSED PRODUCTS in the FIELD OF USE throughout the TERRITORY solely for the PURPOSE. 4.2 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE and LICENSEE shall not assign or otherwise transfer any license or right granted hereunder or any interest therein without the prior written consent of GTG (which may be withheld in GTG's ’s sole and absolute discretion), except to a purchaser of all or substantially all of the genomics business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise (e.g., upon a sale by LICENSEE (or any SUBSIDIARY) of the stock or assets of MMI Genomics, Inc. to a third party); provided, however that prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE's ’s obligations under this AGREEMENT and expressly acknowledges in writing that products and/or services of such purchaser existing prior to the transfer of ownership shall not be LICENSED PRODUCTS; and provided further that upon any such assignment or transfer (whether with the consent of GTG or upon the sale of the genomics business), neither MetaMorphix, Inc., nor MMI Genomics, Inc. shall retain or enjoy any continuing license under the LICENSED PATENTS. 4.3 All rights not explicitly granted to LICENSEE are reserved by GTG. Not limiting the foregoing, LICENSEE acknowledges that it is not granted any rights to any other patents or other intellectual property rights of GTG or any third party.

Grant to Licensee. 4.1 Subject to the terms and conditions of this AGREEMENT, GTG LICENSOR hereby grants LICENSEE and SUBSIDIARIES of LICENSEE, during the TERM of this AGREEMENT, : 4.1.1 a nonexclusive, non-assignable (except as provided in Section 4.2), non-transferabletransferable (except as provided in Section 4.2), annual feefully paid-bearingup, irrevocable (except as provided in Article 8), license under the LICENSED PATENTS and TECHNOLOGY (without the right to sublicense) to make, have made, use, sell, offer for sale, import and import perform LICENSED PRODUCTS SERVICES in the FIELD OF USE throughout the NONEXCLUSIVE TERRITORY solely for the PURPOSE; and 4.1.2 an exclusive, non-assignable (except as provided in Section 4.2), non-transferable (except as provided in Section 4.2), fully paid-up, irrevocable (except as provided in Article 8), license under the LICENSED PATENTS and TECHNOLOGY (without the right to sublicense) to make, have made, use, sell, offer for sale, import and perform LICENSED SERVICES in the FIELD OF USE throughout the EXCLUSIVE TERRITORY solely for the PURPOSE. 4.2 The rights and licenses granted by GTG LICENSOR in this AGREEMENT are personal to LICENSEE and LICENSEE shall not assign or otherwise transfer any license or right granted hereunder or any interest therein without the prior written consent of GTG LICENSOR (which may shall not be withheld in GTG's sole and absolute discretionunreasonably withheld), except to a purchaser of all or substantially all of the genomics business of LICENSEE to which this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise (e.g., upon a sale by LICENSEE (or any SUBSIDIARY) of the stock or assets of MMI Genomics, Inc. to a third party)otherwise; provided, however that (i) prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE's obligations under this AGREEMENT and AGREEMENT; (ii) LICENSEE expressly acknowledges in writing that products and/or services of such purchaser existing prior to the transfer of ownership shall not be LICENSED PRODUCTSSERVICES; and provided further that upon any such assignment or transfer (whether with the iii) LICENSEE obtains LICENSOR's prior written consent, which consent of GTG or upon the sale of the genomics business), neither MetaMorphix, Inc., nor MMI Genomics, Inc. shall retain or enjoy any continuing license under the LICENSED PATENTSnot be unreasonably withheld. 4.3 All rights not explicitly granted to LICENSEE are reserved by GTGLICENSOR. Not limiting the foregoing, LICENSEE acknowledges that it is not granted any rights to any other patents or other intellectual property rights of GTG LICENSOR or any third partyparty and that it is not granted any rights now held by Applera Corporation, acting by and through its Celera Genomics Group, under the February 28, 2002 License Agreement between LICENSOR and PE Corporation (NY). 4.4 LICENSEE shall be responsible for all acts and omissions of its SUBSIDIARIES related to the rights granted to its SUBSIDIARIES under this AGREEMENT and LICENSEE shall ensure that its SUBSIDIARIES are in compliance with the terms and conditions of this AGREEMENT at all times during the TERM. 4.5 Notwithstanding anything in this Article IV to the contrary, no grant of license is made to LICENSEE to make, have made, import, and sell for internal use by its customers any APPLERA-LICENSED PRODUCTS, which are the subject of an exclusive February 28, 2002 License Agreement by LICENSOR to PE Corporation (NY) which has since been assigned by such license to Applera Corporation, acting by and through its Celera Genomics Group. LICENSOR represents to LICENSEE, however, that such 2002 License Agreement provides that PE (and its successors and assigns) is not licensed to provide services to third parties under the Licensed Patents (which right was reserved by LICENSOR). 4.6 Nothing in this Article IV provides LICENSEE with any license to any Microsoft® or other third-party operating software intellectual property.

Grant to Licensee. 4.1 Subject to the terms and conditions of this AGREEMENT, GTG hereby grants LICENSEE and SUBSIDIARIES of agrees to grant to LICENSEE, during the TERM of this AGREEMENT, a nonexclusive: (i) A non-exclusive, non-assignable (except as provided in Section 4.2), non-transferableassignable, annual fee-bearingbearing license under the LICENSED PATENTS (without the right to sublicense except to LICENSEE's SUBSIDIARIES) to perform, use, sell, and offer to sell LICENSED SERVICES in the FIELD OF USE solely within the TERRITORY; and (ii) A revocable, limited, non-exclusive, non-assignable, license under the LICENSED PATENTS (without the right to sublicensesublicense except to LICENSEE's SUBSIDIARIES) to makeperform, use, sell, and offer for sale, and import to sell LICENSED PRODUCTS THIRD PARTY SERVICES in the FIELD OF USE throughout solely within the TERRITORY solely and only in response to a PUBLIC HEALTH CRISIS and for the PURPOSEno longer than such PUBLIC HEALTH CRISIS reasonably requires. 4.2 The license granted to LICENSEE under Article 4.1(ii) is revocable unilaterally by GTG upon ten (10) days advanced written notice to LICENSEE if GTG has a reasonable belief that such license is being used to assist an unlicensed third party avoid obtaining its own license under the LICENSED PATENTS. Should GTG initiate a revocation under this Article 4.2, the parties agree to negotiate in good faith regarding appropriate terms and conditions under which LICENSEE shall be granted a license under the LICENSED PATENTS for purposes of providing LICENSED THIRD PARTY SERVICES. 4.3 The rights and licenses granted by GTG in this AGREEMENT are personal to LICENSEE LICENSEE. Except as set forth in Section 4.4 and Section 11.10, LICENSEE shall not assign or otherwise transfer (by operation of law or otherwise) any license or right granted hereunder or any interest therein therein, without the prior written consent of GTG (which may be withheld in GTG's sole and absolute discretion), except to a purchaser of . Any attempted assignment or transfer without such prior written consent shall be void and shall upon written notice by GTG terminate all or substantially all of the genomics business rights of LICENSEE to which under this AGREEMENT relates, whether by merger, sale of stock, sale of assets or otherwise (e.g., upon a sale by AGREEMENT. 4.4 LICENSEE (or any SUBSIDIARY) of may extend the stock or assets of MMI Genomics, Inc. to a third party); provided, however that prior to the transfer of ownership such purchaser must expressly assume in writing LICENSEE's obligations license granted under this AGREEMENT and expressly acknowledges in writing to its SUBSIDIARIES provided that products and/or services of LICENSEE ensures that such purchaser existing prior SUBSIDIARIES are bound to the transfer terms and conditions of ownership shall not be LICENSED PRODUCTS; and provided further that upon any such assignment or transfer (whether with this AGREEMENT as the consent of GTG or upon the sale of the genomics business), neither MetaMorphix, Inc., nor MMI Genomics, Inc. shall retain or enjoy any continuing license under the LICENSED PATENTSsame apply to LICENSEE. 4.3 All rights not explicitly granted to LICENSEE are reserved by GTG. Not limiting the foregoing, LICENSEE acknowledges that it is not granted any rights to any other patents or other intellectual property rights of GTG or any third party.