License to Developed IP. Subject to the terms and conditions of this Agreement and any license(s) granted by Genoptix to any Third Party under the Developed IP prior to receipt by Genoptix of the Transfer Notice and in accordance with Section 5.3(c), Genoptix hereby grants to Ambit a fully paid up, royalty free, exclusive, worldwide license, with the right to grant sublicenses through multiple tiers, under the Developed IP, to (i) make, have made, use, import, offer for sale and sell the Companion Diagnostic solely for the specific purpose of selecting patients for treatment with a FLT3 inhibitor and/or monitoring a patient’s response or clinical status to a FLT3 inhibitor (the “Field”) and (ii) make, have made, use and import the Assay solely for the specific purpose of obtaining PMA Approval, which license shall be effective only upon the Transfer Notice pursuant to Section 5. 1. For clarity, Genoptix shall retain all rights under the Developed IP (1) to develop, make, have made, use, import, offer for sale and sell any test outside the Field and (2) to develop, make, have made, use, import, offer for sale and sell any test in the Field, provided that such test is a laboratory developed test that is marketed as contemplated by Section 4.4 in all cases (collectively, the “Genoptix Retained Rights”).
Appears in 5 contracts
Samples: Collaboration Agreement, Collaboration Agreement (Ambit Biosciences Corp), Collaboration Agreement (Ambit Biosciences Corp)
