Common use of Grants of Rights Clause in Contracts

Grants of Rights. (a) License Grant by Xxxxxx. (i) Adamas hereby grants, on behalf of itself and its Affiliates, to Forest (A) a co-exclusive (with Adamas and its Affiliates) right and license under the Adamas Intellectual Property to Develop and Manufacture Products in the Field in the Territory in accordance with Articles III and IV, (B) an exclusive (even as to Adamas and its Affiliates) right and license under the Adamas Intellectual Property to Commercialize Products in the Field in the Territory in accordance with Article V, and (C) a non-exclusive right and license under the Adamas Ex-US Patent Rights and Adamas Know-How to Develop and Manufacture (but not sell or otherwise Commercialize) Products in the Field outside the Territory in accordance with Articles III and IV solely in support of the Development or Commercialization of the Products in the Field in the Territory. Notwithstanding the foregoing, Xxxxxx shall retain rights under the Adamas Intellectual Property and the Adamas Ex-US Patent Rights (X) to Develop Products in the Field in the Territory in accordance with Article IV, and (Y) to Develop and Manufacture the Products anywhere in the world solely in support of the Development or Commercialization of the Products outside the Territory. (ii) Adamas hereby grants, on behalf of itself and its Affiliates, to Forest (A) an exclusive (even as to Adamas and its Affiliates), non-royalty-bearing right and license, to use the Adamas Product Trademark Rights in connection with the Development, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Manufacture and Commercialization of the Products in the Field in the Territory in accordance with this Agreement and (B) a non-exclusive, non-royalty-bearing right and license to use the Adamas Product Trademark Rights to Develop and Manufacture the Products in the Field outside the Territory in accordance with this Agreement in support of the Development or Commercialization of the Products in the Field in the Territory. Notwithstanding the foregoing, Xxxxxx shall retain a non-exclusive, non-royalty-bearing right to use the Adamas Product Trademark Rights (X) to Develop Products in the Field in the Territory in accordance with Article IV, and (Y) to Develop and Manufacture the Products anywhere in the world in support of the Development or Commercialization of the Products outside the Territory. In the event that Forest elects to use an Adamas Product Trademark Right in the Development, Manufacture or Commercialization of a Product, the Parties shall coordinate the use of domain names incorporating such Adamas Product Trademark Right so as to avoid confusion in the Commercialization of such Product in the Territory and outside the Territory. For clarity, Xxxxxx shall retain all right, title and interest in and to the domain names within the Adamas Product Trademark Rights for country-specific domains outside of the Territory (e.g., .uk, .jp, .eu), while Forest shall be granted rights under this Section 2.1(a)(ii) to the domain names within the Adamas Product Trademark Rights in the Territory (e.g., .com, .net, .org). If elected by Xxxxxx at any time, Forest shall have the right to terminate the rights and licenses granted by Xxxxxx to Forest under this Section 2.1(a)(ii) upon written notice to Xxxxxx, in which case all rights to the Adamas Product Trademark Rights granted to Forest under this Agreement shall revert to Adamas, in which case Xxxxxx agrees not to use the Adamas Product Trademark Rights in the Territory. (iii) Adamas hereby grants, on behalf of itself and its Affiliates, to Forest a non-exclusive, non-royalty-bearing right and license to use the corporate names of Xxxxxx and its Affiliates as required by Law or as otherwise reasonably required in connection with the performance of Forest’s obligations or exercise of its rights hereunder.

Grants of Rights. (a) License Grant by Xxxxxx. (i) Adamas hereby grants2.1 Subject to the terms and conditions of this Agreement, SCM, on behalf of itself and its AffiliatesSubsidiaries, hereby grants to Pinnacle a worldwide, perpetual, irrevocable, fully paid up, royalty-free license, with the right to grant sublicenses with respect to Seller Cross License IP (other than Patents) as described in Section 2.9, and with a limited right to grant sublicenses under Patents within Seller Cross License IP as described in Section 2.7, to Forest use and exploit the Seller Cross License IP, solely within the Pinnacle Field, to: (Aa) a co-exclusive make (with Adamas including the right to use any apparatus and its Affiliatespractice any method in making), have made (but solely for Pinnacle subject to Section 2.3), use, import, offer for sale, lease, sell and/or otherwise transfer Pinnacle Licensed Products under any Patents included within the Seller Cross License IP; (b) right reproduce, distribute, prepare derivative works of, and license under the Adamas Intellectual Property to Develop publicly perform, display and Manufacture Products digitally transmit any work of authorship embodied in the Field Seller Cross License IP; and (c) use any Trade Secret embodied in any Seller Cross License IP. The license granted to Pinnacle under this Section 2.1 shall be exclusive in the Territory in accordance with Articles III Pinnacle Exclusive Field and IV, (B) an exclusive (even as to Adamas and its Affiliates) right and license under the Adamas Intellectual Property to Commercialize Products in the Field in the Territory in accordance with Article V, and (C) a non-exclusive right and license under the Adamas Ex-US Patent Rights and Adamas Know-How to Develop and Manufacture (but not sell or otherwise Commercialize) Products in the Field outside Pinnacle Non-Exclusive Field. SCM further sublicenses to Pinnacle the Territory in accordance with Articles III and IV solely in support of right to sell all Inventory under SCM’s rights licensed from the Development or Commercialization of the Products in the Field in the Territory. Notwithstanding the foregoing, Xxxxxx shall retain rights under the Adamas Intellectual Property and the Adamas Ex-US Patent Rights (X) to Develop Products in the Field in the Territory in accordance with Article IV, and (Y) to Develop and Manufacture the Products anywhere in the world solely in support of the Development or Commercialization of the Products outside the Territorylicensors set forth on Exhibit A attached hereto. (ii) Adamas hereby grants2.2 Subject to the terms and conditions of this Agreement, Pinnacle, on behalf of itself and its AffiliatesSubsidiaries, hereby grants to Forest (A) an exclusive (even as to Adamas and its Affiliates)SCM a worldwide, non-perpetual, irrevocable, fully paid up, royalty-bearing free license, with the right to grant sublicenses with respect to Licensed Transferred IP (other than Patents) as described in Section 2.10 and licensewith a limited right to grant sublicenses under Patents within Licensed Transferred IP as described in Section 2.7, to use and exploit the Adamas Product Trademark Rights Licensed Transferred IP, solely in connection the SCM Field, to: (a) make (including the right to use any apparatus and practice any method in making), have made (but solely for SCM pursuant to Section 2.3), use, import, offer for sale, lease, sell and/or otherwise transfer SCM Licensed Products under Patents that hereafter may be deemed to be included within the Licensed Transferred IP (it being understood that, as of the date hereof, no such Patents are understood by SCM to be so included within the Licensed IP); (b) reproduce, distribute, prepare derivative works of, and publicly perform, display and digitally transmit any work of authorship embodied in the Licensed Transferred IP; and (c) use any Trade Secret embodied in any Licensed Transferred IP. For purposes of effecting the foregoing licenses, (i) SCM shall retain one or more copies of all items related to the Licensed Transferred IP that it is required to deliver to Pinnacle under the APA. The license granted to SCM under this Section 2.2 shall be exclusive in the SCM Exclusive Field and non-exclusive in the SCM Non-Exclusive Field, provided that a license for Licensed Transferred IP other than Video Business Shared IP shall be exclusive only with respect to Intellectual Property that SCM demonstrates to Pinnacle was used in the DevelopmentSCM Security Business or the Media Reader Business at the Closing Date, [*] = Certain and such exclusivity shall apply only after such demonstration is made and sublicenses granted by Pinnacle to third parties to such Intellectual Property prior to such demonstration shall not be affected by such exclusivity. 2.3 The licenses granted in Sections 2.1 and 2.2 to the applicable Grantee to have products made by another manufacturer: (i) applies only when the specifications for such Grantee’s Licensed Products were created by Grantee (either solely or jointly with one or more third parties), (ii) extends only to those claims of Grantor’s Licensed Patents the infringement of which would be necessitated by compliance with such specifications, and (iii) does not apply to any methods used, or any products in substantially the same form manufactured or marketed, by said other manufacturer prior to Grantee’s furnishing of said specifications. 2.4 No license or immunity is granted under this Agreement by either party, either directly or by implication, estoppel or otherwise to any third parties acquiring items from either party for the combination of such acquired items with other items (including items acquired from either party hereto) or for the use of such combination, even if such items have no substantial use other than as part of such a combination. 2.5 No breach of this Agreement will entitle Grantor to terminate or rescind the licenses granted in Section 2.1 or 2.2 or entitle Grantor to injunctive or other equitable relief to terminate such licenses, it being agreed that Grantor’s sole remedy, if any, in the event of such a breach will be an action for damages. 2.6 If neither a party nor any of its Subsidiaries has the right to grant a license under any particular Licensed Patent of the scope set forth in Section 2, then the license granted herein under said Licensed Patent shall be the broadest scope that party or any of its Subsidiaries has the right to grant. 2.7 Subject to Section 2.8, the licenses granted herein include the right of SCM to grant sublicenses under the Licensed Patents licensed by Pinnacle to SCM’s Subsidiaries and to a Media Reader Business Successor, provided that if a sublicense has been granted to a Media Reader Business Successor, SCM shall have the right to such Licensed Patents, but not to grant further sublicenses. Subject to Section 2.8, the licenses granted herein include the right of Pinnacle to grant sublicenses under the Licensed Patents licensed by SCM to Pinnacle’s Subsidiaries. No sublicense shall be broader in any respect at any time during the life of this Agreement than the license held at that time by the party that granted the sublicense. 2.8 A sublicense granted to a Subsidiary as described in Section 2.7 will terminate on the date such Subsidiary ceases to be a Subsidiary. If a Subsidiary ceases to be a Subsidiary and holds any patents under which a party hereto is licensed as Grantee, such license to the Grantee shall continue for the term of such license. 2.9 Pinnacle shall have the right to sublicense SCM’s Copyrights licensed hereunder to third parties, provided such sublicenses are made under terms and conditions that preserve SCM’s proprietary and intellectual property rights in and to the SCM Copyrights. Pinnacle agrees to reproduce any SCM copyright notice or other proprietary notices or legends that appear on or in any SCM Copyrights licensed hereunder. Pinnacle also agrees to treat SCM’s Trade Secrets licensed hereunder with at least the same degree of care and protection that it uses with respect to its own most valuable confidential information contained and trade secrets, and in this document, marked by brackets, has been omitted no event less than reasonable care. Pinnacle may disclose SCM’s Trade Secrets licensed hereunder to third parties in the normal course of operating Pinnacle’s business. Any such disclosure shall be made under terms and filed separately with provisions of a written confidentiality agreement that protect the Securities and Exchange Commission pursuant to Rule 406 confidentiality of the Securities Act disclosed information and are at least as restrictive as those that Pinnacle uses for its own confidential information of 1933, as amended. Manufacture and Commercialization of the Products in the Field in the Territory in accordance with this Agreement and (B) a non-exclusive, non-royalty-bearing right and license to use the Adamas Product Trademark Rights to Develop and Manufacture the Products in the Field outside the Territory in accordance with this Agreement in support of the Development or Commercialization of the Products in the Field in the Territorysimilar nature. Notwithstanding the foregoing, Xxxxxx Pinnacle shall retain not disclose or sublicense any Source Code that is licensed to Pinnacle by SCM hereunder other than to a non-exclusiveSubsidiary without the prior written consent of SCM, non-royalty-bearing right to use the Adamas Product Trademark Rights (X) to Develop Products in the Field in the Territory in accordance with Article IV, and (Y) to Develop and Manufacture the Products anywhere in the world in support of the Development which consent shall not be unreasonably withheld or Commercialization of the Products outside the Territory. In the event that Forest elects to use an Adamas Product Trademark Right in the Development, Manufacture or Commercialization of a Product, the Parties shall coordinate the use of domain names incorporating such Adamas Product Trademark Right so as to avoid confusion in the Commercialization of such Product in the Territory and outside the Territory. For clarity, Xxxxxx shall retain all right, title and interest in and to the domain names within the Adamas Product Trademark Rights for country-specific domains outside of the Territory (e.g., .uk, .jp, .eu), while Forest shall be granted rights under this Section 2.1(a)(ii) to the domain names within the Adamas Product Trademark Rights in the Territory (e.g., .com, .net, .org). If elected by Xxxxxx at any time, Forest delayed. 2.10 SCM shall have the right to terminate sublicense Pinnacle’s Copyrights licensed hereunder to third parties, provided such sublicenses are made under terms and conditions that preserve Pinnacle’s proprietary and intellectual property rights in and to the rights Pinnacle Copyrights. SCM agrees to reproduce any Pinnacle copyright notice or other proprietary notices or legends that appear on or in any Pinnacle Copyrights licensed hereunder. SCM also agrees to treat Pinnacle’s Trade Secrets licensed hereunder with at least the same degree of care and licenses protection that it uses with respect to its own most valuable confidential information and trade secrets, and in no event less than reasonable care. SCM may disclose Pinnacle’s Trade Secrets licensed hereunder to third parties in the normal course of operating SCM’s business. Any such disclosure shall be made under terms and provisions of a written confidentiality agreement that protect the confidentiality of the disclosed information and are at least as restrictive as those that SCM uses for its own confidential information of a similar nature. Notwithstanding the foregoing, SCM shall not disclose or sublicense any Source Code that is licensed to SCM by Pinnacle hereunder other than to a Subsidiary or to a Media Reader Business Successor to which a sublicense has been granted by Xxxxxx pursuant to Forest under this Section 2.1(a)(ii2.10, without the prior written consent of Pinnacle, which consent shall not be unreasonably withheld or delayed, provided that once such Source Code has been sublicensed to a Media Reader Business Successor, SCM shall have the right to use or make derivate works of such Source Code, or distribute object code versions of such Source Code or derivatives thereof, but not to grant further sublicenses of Source Code. 2.11 If, after the Closing Date, a party or any of its Subsidiaries (“Acquiring Party”) upon written notice either acquires an entity or acquires substantially all of the assets from an entity, and said entity is, as of the date of acquisition, licensed by the other party (“Licensor”) under one or more Licensed Patents through an existing agreement pursuant to Xxxxxxwhich royalties or other payments are made by said entity to Licensor, in which case all then (a) the license and other rights granted herein to the Adamas Product Trademark Rights granted Acquiring Party with respect to Forest under this Agreement said Licensed Patents will apply to products manufactured by said entity or through the use of said assets, and (b) the Acquiring Party or said entity shall revert continue to Adamas, in which case Xxxxxx agrees not pay such royalties or other payments to use be made by the Adamas Product Trademark Rights in Acquiring Party or said entity to the TerritoryLicensor with respect to such products notwithstanding that the Acquiring Party may have been licensed for the same Licensed Products before the acquisition. (iii) Adamas hereby grants, on behalf of itself and its Affiliates, to Forest a non-exclusive, non-royalty-bearing right and license to use the corporate names of Xxxxxx and its Affiliates as required by Law or as otherwise reasonably required in connection with the performance of Forest’s obligations or exercise of its rights hereunder.

Grants of Rights. (a) License Grant by Xxxxxx. (i) Adamas hereby grants2.1 Subject to the terms and conditions hereof, SCM, on behalf of itself and its AffiliatesSubsidiaries, hereby grants to Pinnacle a nonexclusive, worldwide, perpetual, irrevocable, fully paid up, royalty-free license, with the limited right to grant sublicenses to the extent provided in Section 2.6, to Forest (A) a co-exclusive (with Adamas use and its Affiliates) right and license under exploit the Adamas Licensed Intellectual Property (i) solely to Develop make (including the right to use any apparatus and Manufacture Products practice any method in making), have made, use, import and create derivative works based on any work of authorship embodied in the Field Media Reader Component Products solely for incorporation in the Territory Licensed Products and to use any Trade Secret embodied in accordance with Articles III and IV, (B) an exclusive (even as to Adamas and its Affiliates) right and license under the Adamas any Licensed Intellectual Property to Commercialize Products solely in furtherance of the Field in the Territory in accordance with Article Vforegoing, and (Cii) a non-exclusive to sell, offer for sale, distribute and support Licensed Products into which the Media Reader Component Products or derivatives thereof have been incorporated. For the avoidance of doubt, the foregoing license does not grant Pinnacle any right to, and license under the Adamas Ex-US Patent Rights and Adamas Know-How to Develop and Manufacture (but not Pinnacle agrees that it shall not, sell or otherwise Commercializedispose of any Media Reader Component Products on a stand alone basis or in any other manner other than as incorporated into Licensed Products. 2.2 The license granted in Section 2.1 to Pinnacle to have products made by another manufacturer: (i) applies only when the specifications for the Licensed Products in the Field outside the Territory in accordance were created by Pinnacle (either solely or jointly with Articles III and IV solely in support one or more third parties), (ii) extends only to those claims of the Development or Commercialization Licensed Patents, the infringement of the Products in the Field in the Territory. Notwithstanding the foregoing, Xxxxxx shall retain rights under the Adamas Intellectual Property and the Adamas Ex-US Patent Rights (X) to Develop Products in the Field in the Territory in accordance which would be necessitated by compliance with Article IVsuch specifications, and (Yiii) does not apply to Develop and Manufacture any methods used, or any products in substantially the Products anywhere in the world solely in support same form manufactured or marketed, by said other manufacturer prior to Pinnacle’s furnishing of the Development or Commercialization of the Products outside the Territorysaid specifications. (ii) Adamas hereby grants, on behalf of itself and its Affiliates, to Forest (A) an exclusive (even as to Adamas and its Affiliates), non-royalty-bearing right and license, to use the Adamas Product Trademark Rights in connection with the Development, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Manufacture and Commercialization of the Products in the Field in the Territory in accordance with 2.3 No license or immunity is granted under this Agreement and by SCM, either directly or by implication, estoppel or otherwise to any third parties acquiring items from either party for the combination of such acquired items with other items (Bincluding items acquired from either party hereto) a non-exclusive, non-royalty-bearing right and license to use the Adamas Product Trademark Rights to Develop and Manufacture the Products in the Field outside the Territory in accordance with this Agreement in support of the Development or Commercialization of the Products in the Field in the Territory. Notwithstanding the foregoing, Xxxxxx shall retain a non-exclusive, non-royalty-bearing right to use the Adamas Product Trademark Rights (X) to Develop Products in the Field in the Territory in accordance with Article IV, and (Y) to Develop and Manufacture the Products anywhere in the world in support of the Development or Commercialization of the Products outside the Territory. In the event that Forest elects to use an Adamas Product Trademark Right in the Development, Manufacture or Commercialization of a Product, the Parties shall coordinate for the use of domain names incorporating such Adamas Product Trademark Right so combination, even if such items have no substantial use other than as part of such a combination. 2.4 No breach of this Agreement will entitle SCM to avoid confusion terminate or rescind the license granted in Section 2.1 or entitle SCM to injunctive or other equitable relief to terminate such licenses, it being agreed that SCM’s sole remedy, if any, in the Commercialization event of such Product a breach will be an action for damages. 2.5 If neither SCM nor any of its Subsidiaries has the right to grant a license under any particular Licensed Patent of the scope set forth in Section 2, then the license granted herein under said Licensed Patent shall be the broadest scope SCM or any of its Subsidiaries has the right to grant. 2.6 The license granted herein includes the right of Pinnacle to grant sublicenses under the Licensed Patents to Subsidiaries. No sublicense shall be broader in any respect at any time during the life of this Agreement than the license held at that time by the party that granted the sublicense. A sublicense granted to a Subsidiary of Pinnacle hereunder will terminate on the date such Subsidiary ceases to be a Subsidiary of Pinnacle. If a Subsidiary of SCM ceases to be a Subsidiary and holds any patents included in the Territory and outside the Territory. For clarityLicensed Patents, Xxxxxx shall retain all right, title and interest in and such license to the domain names within Pinnacle shall continue for the Adamas Product Trademark Rights for country-specific domains outside term of the Territory (e.g., .uk, .jp, .eu), while Forest shall be granted rights under this Section 2.1(a)(ii) to the domain names within the Adamas Product Trademark Rights in the Territory (e.g., .com, .net, .org)such license. If elected by Xxxxxx at any time, Forest Pinnacle also shall have the right to terminate the rights and licenses granted by Xxxxxx to Forest under this Section 2.1(a)(ii) upon written notice to Xxxxxx, in which case all rights sublicense to the Adamas Product Trademark Rights granted Licensed Intellectual Property (other than the Licensed Patents) to Forest under this Agreement shall revert to Adamas, in which case Xxxxxx agrees not to use the Adamas Product Trademark Rights in the Territory. (iii) Adamas hereby grants, on behalf of itself and its Affiliates, to Forest a non-exclusive, non-royalty-bearing right and license to use the corporate names of Xxxxxx and its Affiliates as required third parties that have been engaged by Law or as otherwise reasonably required Pinnacle in connection with the performance manufacture, assembly or support of ForestLicensed Products, provided such sublicenses are made under terms and conditions that preserve SCM’s obligations proprietary and intellectual property rights in and to the Copyrights. Pinnacle agrees to reproduce any SCM copyright notice or exercise other proprietary notices or legends that appear on or in any SCM Copyrights licensed hereunder. Pinnacle also agrees to treat SCM’s Trade Secrets licensed hereunder with at least the same degree of care and protection that it uses with respect to its rights hereunderown most valuable confidential information and Trade Secrets, and in no event less than reasonable care. Pinnacle may disclose SCM’s Trade Secrets licensed hereunder to third parties that have been engaged by Pinnacle in connection with the manufacture, assembly or support of Licensed Products; provide that such disclosure shall be made under terms and provisions of a written confidentiality agreement that protect the confidentiality of the disclosed information and are at least as restrictive as those that Pinnacle uses for its own confidential information of a similar nature.

Grants of Rights. (a) License Grant by Xxxxxx. (i) Adamas hereby grants2.1 Each party, as Grantor, on behalf of itself and its AffiliatesSubsidiaries grants to the other, to Forest (A) as Grantee, a co-exclusive (with Adamas and its Affiliates) right and worldwide, nonexclusive license under Grantor's Licensed Patents: (a) to make, use (including the Adamas Intellectual Property right to Develop use any apparatus and Manufacture practice any method in making), import, offer for sale, and lease, sell and/or otherwise transfer Grantee's Licensed Products; (b) to have Grantee's Licensed Products made by another manufacturer for the use and/or lease, sale or other transfer by Grantee only when the conditions set forth in Section 2.2 are met; and (c) to make, have made, use and have used Manufacturing Apparatus and to practice and have practiced any method involved in the Field manufacture or use thereof; provided, however, that the rights granted in this Section 2.1 (c) shall not serve to enlarge the scope of the rights granted in Section 2.1(b). The license granted by each party hereunder is worldwide. [Section deleted - confidential treatment requested] 2.2 The license to have products made granted in Section 2.1(b) to Grantee: (a) shall only apply when the specifications for such Grantee's Licensed Products were created by Grantee (either solely or jointly with one or more third parties); (b) shall only be under claims of Grantor's Licensed Patents, the infringement of which would be necessitated by compliance with such specifications; and (c) shall not apply to any products in the Territory in accordance with Articles III and IVform manufactured or marketed by said other manufacturer prior to Grantee furnishing of said specifications. Unless Grantee informs Grantor to the contrary, (B) an exclusive (even as Grantee shall be deemed to Adamas and its Affiliates) right and license have authorized said other manufacturer to make Grantee's Licensed Products under the Adamas Intellectual Property license granted to Commercialize Products Grantee in this section when the Field conditions specified in this Section 2.2 are fulfilled. In response to a written request identifying a product and a manufacturer, Grantee shall in a timely manner inform Grantor of the Territory quantity of such product, if any, manufactured by such manufacturer pursuant to the license granted in accordance with Article VSection 2.1(b). 2.3 No license or immunity is granted under this Agreement by either party, and (C) a non-exclusive right and license under the Adamas Ex-US Patent Rights and Adamas Know-How to Develop and Manufacture (but not sell either directly or by implication, estoppel or otherwise Commercializeto any third parties acquiring items from either party for the combination of such acquired items with other items (including items acquired from either party hereto) Products in or for the Field outside the Territory in accordance with Articles III and IV solely in support use of the Development or Commercialization such combination even if such items have no substantial use other than as part of the Products in the Field in the Territory. Notwithstanding the foregoing, Xxxxxx shall retain rights under the Adamas Intellectual Property and the Adamas Ex-US Patent Rights (X) to Develop Products in the Field in the Territory in accordance with Article IV, and (Y) to Develop and Manufacture the Products anywhere in the world solely in support of the Development or Commercialization of the Products outside the Territorysuch a combination. (ii) Adamas hereby grants, 2.4 IBM on behalf of itself and its AffiliatesSubsidiaries covenants not to xxx XXXX-RITE for its purchase, to Forest (A) an exclusive (even as to Adamas use, import, offer for sale, sale and its Affiliates)lease of READ-RITE Licensed Products made by another manufacturer that are covered by the claims of IBM Licensed Patents; provided, non-royalty-bearing right and licensehowever, to use that the Adamas Product Trademark Rights in connection with the Development, [*] = Certain confidential information contained covenant in this document, marked by brackets, has been omitted and filed separately with Section 2.4 shall not apply to or serve to enlarge the Securities and Exchange Commission pursuant to Rule 406 scope of the Securities Act of 1933, as amended. Manufacture and Commercialization of the Products in the Field in the Territory in accordance with this Agreement and (B) a nonREAD-exclusive, non-royalty-bearing right and RITE's license to use the Adamas Product Trademark Rights to Develop have products made granted in Sections 2.1(b) and Manufacture the Products in the Field outside the Territory in accordance with this Agreement in support of the Development or Commercialization of the Products in the Field in the Territory2.1(c). Notwithstanding the foregoing, Xxxxxx shall retain a non-exclusive, non-royalty-bearing right to use the Adamas Product Trademark Rights (X) to Develop Products in the Field in the Territory in accordance with Article IV, and (Y) to Develop and Manufacture the Products anywhere in the world in support of the Development or Commercialization of the Products outside the Territory. In the event that Forest elects to use an Adamas Product Trademark Right in the Development, Manufacture or Commercialization of a ProductFurther, the Parties shall coordinate the use of domain names incorporating such Adamas Product Trademark Right so as to avoid confusion covenant in the Commercialization of such Product in the Territory and outside the Territory. For clarity, Xxxxxx shall retain all right, title and interest in and to the domain names within the Adamas Product Trademark Rights for country-specific domains outside of the Territory (e.g., .uk, .jp, .eu), while Forest shall be granted rights under this Section 2.1(a)(ii) to the domain names within the Adamas Product Trademark Rights in the Territory (e.g., .com, .net, .org). If elected by Xxxxxx at 2.4 shall not impair or limit any time, Forest shall have the right to terminate the rights and licenses granted by Xxxxxx to Forest under this Section 2.1(a)(ii) upon written notice to Xxxxxx, in which case all of IBM's rights to the Adamas Product Trademark Rights granted to Forest under this Agreement shall revert to Adamas, in which case Xxxxxx agrees not to use the Adamas Product Trademark Rights in the Territoryinstitute any action or suit against any manufacturer from whom READ-RITE purchases READ-RITE Licensed Products. (iii) Adamas hereby grants, 2.5 READ-RITE on behalf of itself and its AffiliatesSubsidiaries covenants not to xxx IBM for its purchase, use, import, offer for sale, sale and lease of IBM Licensed Products made by another manufacturer that are covered by the claims of IBM Licensed Patents; provided, however, that the covenant in this Section 2.5 shall not apply to Forest a non-exclusive, non-royalty-bearing right and or serve to enlarge the scope of IBM's license to use have products made granted in Sections 2.1(b) and 2.1(c). Further, the corporate names covenant in this Section 2.5 shall not impair or limit any of Xxxxxx and READ-RITE's rights to institute any action or suit against any manufacturer from whom IBM purchases IBM Licensed Products. 2.6 Subject to Section 2.7, the licenses granted herein shall include the right of each party to grant sublicenses to its Affiliates as required Subsidiaries, which sublicenses may include the right of the sublicensed Subsidiaries to sublicense other Subsidiaries of said party. No sublicense shall be broader in any respect at any time during the life of this Agreement than the license held at that time by Law or as otherwise reasonably required in connection with the performance of Forest’s obligations or exercise of its rights hereunderparty that granted the sublicense.

Grants of Rights. (a) License 3.1 Grant of Rights and Licenses by XxxxxxLexicon to Incyte. (i) Adamas 3.1.1 Non-Exclusive Grant of Access to LexVision and OmniBank Databases. Subject to the terms of this Agreement, Lexicon hereby grants, on behalf of itself grants to Incyte and its Affiliates, to Forest (A) a coduring the Collaboration Term, the non-exclusive right under the Lexicon Patent Rights and Lexicon Know-How of access, without the right to permit Third Parties any right of access, to the LexVision and OmniBank Databases for use in the Research Field only. Incyte and its Affiliates may make copies of information contained in the LexVision and OmniBank Databases only to the extent reasonably necessary to exercise Incyte's rights under this Agreement, and Incyte agrees to establish, and to cause its Affiliates to establish, reasonable security measures to prevent copies of the information contained in the LexVision and OmniBank Databases from being made available to Third Parties (with Adamas except as provided in Section 3.7), all to the same extent required for the protection of Lexicon's other Confidential Information under Section 9.1. 3.1.2 Non-Exclusive Research License Grant under the Lexicon Patent Rights and Lexicon Know-How for Drug Discovery. At any time during the Collaboration Term, Incyte may, at its option, designate a Drug Target as a Designated Drug Target by 11 13 providing written notice of such designation to Lexicon; provided that Incyte shall be obligated to designate each Drug Target Used by Incyte as a Designated Drug Target promptly following the date such Drug Target is first Used by Incyte. Subject to the terms of this Agreement, Lexicon hereby grants to Incyte and its Affiliates) , within the Territory, a non-exclusive right and license (without any right to sublicense except as specifically provided herein) under the Adamas Intellectual Property Lexicon Patent Rights and Lexicon Know-How with respect to Develop and Manufacture Products Designated Drug Targets solely in the Field Research Field. Lexicon hereby grants Incyte and its Affiliates the limited right to grant sublicenses to Corporate Partners and Academic Collaborators under the right and license granted by Lexicon pursuant to this Section 3.1.2, on a Designated Drug Target-by-Designated Drug Target basis, solely to accomplish the purposes of such Corporate Partner's or Academic Collaborator's collaboration with Incyte or its Affiliates, as provided in Section 3.7. 3.1.3 Non-Exclusive Commercial License Grant under the Territory in accordance with Articles III Lexicon Patent Rights and IVLexicon Know-How for Small Molecule Drugs. Subject to the terms of this Agreement, (B) an exclusive (even as Lexicon hereby grants to Adamas Incyte and its Affiliates) , within the Territory, a non-exclusive right and license (without the right to sublicense except as specifically provided herein) under the Adamas Intellectual Property Lexicon Patent Rights and Lexicon Know-How with respect to Commercialize Products Designated Drug Targets to discover, develop, make, have made, import, use, have used, offer for sale, sell and have sold Small Molecule Drugs in the Field Commercialization Field. Lexicon hereby grants Incyte and its Affiliates the limited right to grant sublicenses to Corporate Partners and Academic Collaborators under the right and license granted by Lexicon pursuant to this Section 3.1.3, on a Designated Drug Target-by-Designated Drug Target basis, solely to accomplish the purposes of such Corporate Partner's or Academic Collaborator's collaboration with Incyte or its Affiliates, as provided in Section 3.7. 3.1.4 Non-Exclusive Research License Grant under the Territory in accordance with Article VLexicon Patent Rights and Lexicon Know-How to Mutant Mice and Progeny. Subject to the terms of this Agreement, Lexicon hereby grants to Incyte and (C) its Affiliates within the Territory, a non-exclusive right and license under the Adamas Ex-US Lexicon Patent Rights and Adamas Lexicon Know-How to Develop use, breed, cross-breed and Manufacture (but not sell or otherwise Commercialize) Products have bred and cross-bred Mutant Mice and Progeny for use in the Research Field outside only. Except as provided in Section 3.7, Incyte agrees to use the Territory Mutant Mice and Progeny solely for Research Field purposes of Incyte and its Affiliates in accordance with Articles III the terms and IV solely in support conditions of the Development or Commercialization of the Products in the Field in the Territory. Notwithstanding the foregoing, Xxxxxx shall retain rights under the Adamas Intellectual Property and the Adamas Ex-US Patent Rights (X) to Develop Products in the Field in the Territory in accordance with Article IVthis Agreement, and (Y) to Develop and Manufacture the Products anywhere in the world solely in support of the Development or Commercialization of the Products outside the Territory. (ii) Adamas hereby grants, on behalf of itself and its Affiliates, to Forest (A) an exclusive (even as to Adamas and its Affiliates), non-royalty-bearing right and license, to use the Adamas Product Trademark Rights in connection with the Development, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Manufacture and Commercialization of the Products in the Field in the Territory in accordance with this Agreement and (B) a non-exclusive, non-royalty-bearing right and license to use the Adamas Product Trademark Rights to Develop and Manufacture the Products in the Field outside the Territory in accordance with this Agreement in support of the Development or Commercialization of the Products in the Field in the Territory. Notwithstanding the foregoing, Xxxxxx shall retain a non-exclusive, non-royalty-bearing right to use the Adamas Product Trademark Rights (X) to Develop Products in the Field in the Territory in accordance with Article IV, and (Y) to Develop and Manufacture the Products anywhere in the world in support of the Development or Commercialization of the Products outside the Territory. In the event that Forest elects to use an Adamas Product Trademark Right in the Development, Manufacture or Commercialization of a Product, the Parties shall coordinate the use of domain names incorporating such Adamas Product Trademark Right so as to avoid confusion in the Commercialization of such Product in the Territory and outside the Territory. For clarity, Xxxxxx shall retain all right, title and interest in and to the domain names within the Adamas Product Trademark Rights for country-specific domains outside of the Territory (e.g., .uk, .jp, .eu), while Forest shall be granted rights under this Section 2.1(a)(ii) to the domain names within the Adamas Product Trademark Rights in the Territory (e.g., .com, .net, .org). If elected by Xxxxxx at any time, Forest shall have the right to terminate the rights and licenses granted by Xxxxxx to Forest under this Section 2.1(a)(ii) upon written notice to Xxxxxx, in which case all rights to the Adamas Product Trademark Rights granted to Forest under this Agreement shall revert to Adamas, in which case Xxxxxx agrees not to use the Adamas Product Trademark Rights in Mutant Mice or Progeny for any purposes for Third Parties, or to transfer, license the Territory. (iii) Adamas use of or make available to Third Parties Mutant Mice or Progeny. Lexicon hereby grantsgrants Incyte and its Affiliates the limited right to grant sublicenses to Corporate Partners and Academic Collaborators under the right and license granted by Lexicon pursuant to this Section 3.1.4, on behalf a Designated Drug Target-by-Designated Drug Target basis, solely to accomplish the purposes of itself and such Corporate Partner's or Academic Collaborator's collaboration with Incyte or its Affiliates, to Forest a non-exclusive, non-royalty-bearing right and license to use the corporate names of Xxxxxx and its Affiliates as required by Law or as otherwise reasonably required provided in connection with the performance of Forest’s obligations or exercise of its rights hereunderSection 3.7.