Common use of LICENSE GRANTS TO SELFCARE Clause in Contracts

LICENSE GRANTS TO SELFCARE. (a) Subject to the terms and conditions of this Agreement, ChemTrak hereby grants to Selfcare a license under the ChemTrak Technology to offer and sell the HIV Product in the Territory, including but not limited to the right to perform HIV testing, and to use the Software solely for the purpose of performing such testing, at a Testing Facility for purchasers of the HIV Product, for the term of this Agreement. This license shall be exclusive except as otherwise provided in Section 2.3 below. Selfcare may sublicense or otherwise transfer such rights (without the right to grant further sublicenses or otherwise transfer such rights) to third parties only with ChemTrak's prior written consent, which shall not be unreasonably withheld. Selfcare will provide ChemTrak with a complete copy of the proposed sublicense agreement at the time Selfcare solicits ChemTrak's consent to the sublicense. (b) As a condition of the license rights set forth in this Agreement, Selfcare shall use the Software in connection with all HIV testing in the Territory unless the parties mutually agree that a modified version of the Software will be used. Selfcare shall not copy the Software in any manner, except that Selfcare may make one working copy, and one copy for back-up purposes, for each Testing Facility. Selfcare shall not distribute or provide the Software or any copy thereof to any third party without the prior written consent of ChemTrak. Further, Selfcare shall not modify the Software in any way, including without limitation by making any localizations, without the prior written consent of ChemTrak, which consent shall not be unreasonably withheld. Selfcare shall not reverse engineer or reverse compile the Software and shall not use the Software in any manner other than pursuant to the license granted above in this Section 2.1(b). Immediately upon the expiration or any termination of this Agreement or at a later time specified by ChemTrak, Selfcare shall return all copies of the Software to ChemTrak and make no further use of the Software. (c) Subject to the terms and conditions of this Agreement, ChemTrak hereby grants to Selfcare an exclusive license to use the mark Xxxre(TM) in connection with the offer, sale and distribution of the HIV Product in the Territory for the term of this Agreement. As a condition of the license rights set forth in this Agreement, Selfcare agrees that the Aware(TM) mark xxxll be used in connection with such activities and no other marks, including the ChemTrak(R) mark, xxall be used unless the parties mutually agree on such use in advance. ChemTrak shall retain ownership of and all rights in the Aware(TM) mark xxx shall own and retain all rights in any alternative or additional brand name(s) which the parties may agree to use (collectively, the "MARKS"). In order to assure the quality of goods marketed under the Marks, ChemTrak shall have the right to

LICENSE GRANTS TO SELFCARE. (a) Subject to the terms and conditions of this Agreement, ChemTrak hereby grants to Selfcare a license under the ChemTrak Technology to offer and sell the HIV Product in the Territory, including but not limited to the right to perform HIV testing, and to use the Software solely for the purpose of performing such testing, at a Testing Facility for purchasers of the HIV Product, for the term of this Agreement. This license shall be exclusive except as otherwise provided in Section 2.3 below. Selfcare may sublicense or otherwise transfer such rights (without the right to grant further sublicenses or otherwise transfer such rights) to third parties only with ChemTrak's prior written consent, which shall not be unreasonably withheld. Selfcare will provide ChemTrak with a complete copy of the proposed sublicense agreement at the time Selfcare solicits ChemTrak's consent to the sublicense. (b) As a condition of the license rights set forth in this Agreement, Selfcare shall use the Software in connection with all HIV testing in the Territory unless the parties mutually agree that a modified version of the Software will be used. Selfcare shall not copy the Software in any manner, except that Selfcare may make one working copy, and one copy for back-up purposes, for each Testing Facility. Selfcare shall not distribute or provide the Software or any copy thereof to any third party without the prior written consent of ChemTrak. Further, Selfcare shall not modify the Software in any way, including without limitation by making any localizations, without the prior written consent of ChemTrak, which consent shall not be unreasonably withheld. Selfcare shall not reverse engineer or reverse compile the Software and shall not use the Software in any manner other than pursuant to the license granted above in this Section 2.1(b). Immediately upon the expiration or any termination of this Agreement or at a later time specified by ChemTrak, Selfcare shall return all copies of the Software to ChemTrak and make no further use of the Software. (c) Subject to the terms and conditions of this Agreement, ChemTrak hereby grants to Selfcare an exclusive license to use the mark Xxxre(TMxxxx Aware(TM) in connection with the offer, sale and distribution of the HIV Product in the Territory for the term of this Agreement. As a condition of the license rights set forth in this Agreement, Selfcare agrees that the Aware(TM) mark xxxll xxxx shall be used in connection with such activities and no other marks, including the ChemTrak(R) markxxxx, xxall shall be used unless the parties mutually agree on such use in advance. ChemTrak shall retain ownership of and all rights in the Aware(TM) mark xxx xxxx and shall own and retain all rights in any alternative or additional brand name(s) which the parties may agree to use (collectively, the "MARKS"). In order to assure the quality of goods marketed under the Marks, ChemTrak shall have the right to