Common use of GrayBug Only Clause in Contracts

GrayBug Only. Subject to Sections 2(c)(ii)(1) and (2) and Section 2(c)(vi), if GrayBug, but not Kala, within [**] Business Days after receipt of a notice for Future Patent Rights from JHU pursuant to Section 2(c)(i) above, sends a written notice to JHU and Kala requesting a license under such Future Patent Rights, then such Future Patent Rights (“GrayBug-Licensed Future Patent Rights”) shall be deemed licensed by JHU to GrayBug as if they were “PATENT RIGHTS” as defined in the GrayBug/JHU Agreement (as amended herein, and specifically as amended by Section 4), with the exception that (1) such license is non-exclusive and sublicenseable, (2) for clarity, no license, sublicense or other rights shall be deemed to have been granted to Kala in any field with respect to such Future Patent Rights pursuant to this Agreement, and (3) if JHU grants Kala or a Third Party a license under such GrayBug-Licensed Future Patent Rights, all patent costs incurred by JHU with respect to such GrayBug-Licensed Future Patent Rights, whether prior to or after the granting of such license to Kala or such Third Party(ies), shall be borne pro rata among GrayBug and all such licensees (based on the number of JHU-licensed licensees under such GrayBug-Licensed Future Patent Rights) and, with respect to any such patent costs with respect to such GrayBug-Licensed Future Patent Rights paid by GrayBug prior to JHU granting such a license to Kala or any such Third Party, JHU shall ensure that Kala or such Third Party reimburses such prior patent costs to GrayBug so that GrayBug will only have borne its pro rata amount of such prior patent costs.

GrayBug Only. Subject to Sections 2(c)(ii)(1) and (2) and Section 2(c)(vi), if GrayBug, but not Kala, within [**] Business Days after receipt of a notice for Future Patent Rights from JHU pursuant to Section 2(c)(i) above, sends a written notice to JHU and Kala requesting a license under such Future Patent Rights, then such Future Patent Rights (“GrayBug-Licensed Future Patent Rights”) shall be deemed licensed by JHU to GrayBug as if they were “PATENT RIGHTS” as defined in the GrayBug/JHU Agreement (as amended herein, and specifically as amended by Section 4), with the exception that (1) such license is non-exclusive and sublicenseable, (2) for clarity, no license, sublicense or other rights shall be deemed to have been granted to Kala in any field with respect to such Future Patent Rights pursuant to this Agreement, and (3) if JHU grants Kala or a Third Party a license under such GrayBug-Licensed Future Patent Rights, all patent costs incurred by JHU with respect to such GrayBug-Licensed Future Patent Rights, whether prior to or after the granting of such license to Kala or such Third Party(ies), shall be borne pro rata among GrayBug and all such licensees (based on the number of JHU-licensed licensees under such GrayBug-Licensed Future Patent Rights) and, with respect to any such patent costs with respect to such GrayBug-Licensed Future Patent Rights paid by GrayBug prior to JHU ​ ​ ​ granting such a license to Kala or any such Third Party, JHU shall ensure that Kala or such Third Party reimburses such prior patent costs to GrayBug so that GrayBug will only have borne its pro rata amount of such prior patent costs.. ​

GrayBug Only. Subject to Sections 2(c)(ii)(12(c)(ii)(l) and (2) and Section 2(c)(vi), if GrayBug, but not Kala, within [**] Business Days after receipt of a notice for Future Patent Rights from JHU pursuant to Section 2(c)(i) above, sends a written notice to JHU and Kala requesting a license under such Future Patent Rights, then such Future Patent Rights (“GrayBug-Licensed Future Patent Rights”) shall be deemed licensed by JHU to GrayBug as if they were “PATENT RIGHTS” as defined in the GrayBug/JHU Agreement (as amended herein, and specifically as amended by Section 4), with the exception that (1) such license is non-exclusive and sublicenseable, (2) for clarity, no license, sublicense or other rights shall be deemed to have been granted to Kala in any field with respect to such Future Patent Rights pursuant to this Agreement, and (3) if JHU grants Kala or a Third Party a license under such GrayBug-Licensed Future Patent Rights, all patent costs incurred by JHU with respect to such GrayBug-Licensed Future Patent Rights, whether prior to or after the granting of such license to Kala or such Third Party(ies), shall be borne pro rata among GrayBug and all such licensees (based on the number of JHU-licensed licensees under such GrayBug-Licensed Future Patent Rights) and, with respect to any such patent costs with respect to such GrayBug-Licensed Future Patent Rights paid by GrayBug prior to JHU granting such a license to Kala or any such Third Party, JHU shall ensure that Kala or such Third Party reimburses such prior patent costs to GrayBug so that GrayBug will only have borne its pro rata amount of such prior patent costs.