Common use of Licensed Technology Clause in Contracts

Licensed Technology. The terms and conditions of the license granted to Purdue shall be as follows: (a) Subject to the terms and conditions of this Agreement, BDSI hereby grants to Purdue an exclusive (subject to BDSI’s retained rights under this Section 3.02(a)), royalty-bearing, license under the Licensed Technology to manufacture or have manufactured (subject to the terms of the Supply Agreement), import, and Commercialize the Licensed Product(s) in the Territory, which license shall be sublicensable as set forth in the second paragraph of this clause (a). Notwithstanding anything to the contrary (including but not limited to the exclusivity of the rights granted above or below), BDSI retains, on behalf of it, its Affiliates, and its or their contractors, licensees, or sublicensees, sublicensable rights, transferable in accordance with Section 14.01, under the Licensed Technology and Licensed Marks to (i) perform BDSI’s obligations under Article II and such other obligations as are necessary to reflect the NOC Filer’s status as the initial holder of the Current Product NDS, but only during the period from the Effective Date until the Marketing Authorization Transfer, and (ii) research, develop, manufacture, have manufactured, use or import Licensed Products or Demonstration Samples in the Territory but solely for purposes related to the export, distribution, use, development, or commercialization thereof outside the Territory. For clarity, BDSI’s or its Affiliates’ purchase of Licensed Products or Demonstration Samples in the Territory and its or their subsequent sale and export of such Licensed Products or Demonstration Samples to BDSI’s Affiliates or Third Parties located outside of the Territory for purposes of enabling the sale and/or use of such products outside the Territory are included within the scope of BDSI’s retained rights set forth in clause (ii) above. Once per Calendar Quarter and at such other times as may be reasonably requested by Purdue, BDSI shall provide Purdue with summary updates regarding its research, development or manufacturing activities (whether directly or through a Third Party) in respect of the Licensed Products or Demonstration Samples in the Territory if BDSI undertakes any such activities as allowed under this Section 3.02(a). Purdue shall have the right to sublicense any rights granted to it under this clause (a) or Section 3.03(a) within the Territory, provided that (i) Purdue shall provide BDSI with a copy of any executed sublicense agreement (subject to the last sentence of this Section 3.02(a)), (ii) Purdue shall not grant any Affiliate or Third Party any rights to Commercialize any Licensed Products, nor utilize any Third Party, other than employees of Purdue, to Commercialize any Licensed Products unless, in any of the foregoing cases, consented to in writing by BDSI, such consent not to be unreasonably withheld, provided that the foregoing shall not be construed to prohibit any assignment of this Agreement by Purdue pursuant to Section 14.01, (iii) Purdue shall secure all reasonably appropriate covenants, obligations and rights from each Sublicensee to ensure that Purdue can comply with its obligations under this Agreement, (iv) Purdue shall be responsible and liable for each Sublicensee’s performance of Purdue’s obligations hereunder and compliance with the terms of this Agreement, (v) all Sublicensees shall agree to be subject to the terms of this Agreement, and (vi) all sublicenses shall terminate upon the expiration or termination of this Agreement. The copy of any executed sublicense agreement provided by Purdue to BDSI pursuant to this paragraph shall be redacted as determined by Purdue, in good faith, to be necessary to protect any of its or its Sublicensee’s confidential or proprietary information unrelated to Purdue’s compliance with its obligations to BDSI hereunder. (b) Purdue acknowledges that it shall have no right, title or interest in or to the Licensed Technology, Licensed Products, or Licensed Marks except to the extent set forth in this Agreement, and BDSI reserves all rights to make, have made, use, sell, offer for sale, and import the Licensed Technology and Licensed Products except as otherwise expressly granted to Purdue pursuant to this Agreement. Nothing in this Agreement shall be construed to grant Purdue any rights or license to any intellectual property of BDSI or any Affiliate thereof other than as expressly set forth herein and nothing in this Agreement shall be construed to grant BDSI any rights or license to any intellectual property of Purdue or any Affiliate thereof other than as expressly set forth herein. (c) Purdue shall be fully responsible and liable for the acts and omissions of its Affiliates in the course of any such Affiliate exercising any rights granted, or performing any obligations of Purdue, under this Agreement as if such acts or omissions had been those of Purdue, including but not limited to any breach of the provisions of this Agreement in connection therewith, and Purdue shall ensure that (i) all Affiliates of Purdue granted rights, performing obligations hereunder, or exercising rights hereunder (“Purdue Affiliates”) shall comply with the terms of this Agreement and (ii) no Affiliates other than Purdue Affiliates obtain access to, or know or use, BDSI’s Confidential Information, BEMA, or any Licensed Product. BDSI shall be fully responsible and liable for the acts and omissions of its Affiliates in the course of any such Affiliate exercising any rights granted, or performing any obligations of BDSI, under this Agreement as if such acts or omissions had been those of BDSI, including but not limited to any breach of the provisions of this Agreement in connection therewith, and BDSI shall ensure that all BDSI Affiliates granted rights, performing obligations hereunder, or exercising rights granted hereunder (“BDSI Affiliates”) shall comply with the terms of this Agreement. (d) BDSI shall, upon reasonable request of Purdue, use Commercially Reasonable Efforts to promptly provide Purdue with copies of any BDSI Documentation, Licensed Know-How (to the extent material and in written form), or Licensed Patents, to the extent not prohibited by Applicable Law, not previously provided to Purdue, and Purdue has been granted rights thereto pursuant to this Agreement, provided that the foregoing obligation shall only apply with respect to any manufacturing-related Licensed Know-How to the extent (i) necessary to enable Purdue to satisfy any requirements under Applicable Law or (ii) requested upon a Supply Deficiency (as defined in the Supply Agreement) or Supply Failure (as defined in the Supply Agreement) and necessary to enable Purdue to manufacture or have manufactured (by Third Parties) Licensed Products as permitted by Sections 4.10 or 4.11 of the Supply Agreement or following termination thereof.

Licensed Technology. The terms and conditions of the license granted to Purdue Collegium shall be as follows: (a) Subject to the terms and conditions of this Agreement, BDSI hereby grants to Purdue Collegium an exclusive (subject to BDSI’s retained rights under the last sentence of this Section 3.02(a)), royalty-bearing, license under the Licensed Technology to manufacture or make, have manufactured (subject to the terms of the Supply Agreement)made, use, sell, offer for sale, import, Develop, and Commercialize the Licensed Product(s) in the Territory, which license shall be sublicensable as set forth in the second paragraph of this clause (a). Notwithstanding anything to the contrary (including but not limited to the exclusivity of the rights granted above or below), BDSI retains, on behalf of it, its Affiliates, and its or their contractors, licensees, or sublicensees, sublicensable rights, transferable in accordance with Section 14.01, under the Licensed Technology and Licensed Marks to (i) perform BDSI’s obligations under Article II Sections 2.01 and 2.06 and such other obligations as are necessary to reflect the NOC FilerBDSI’s status as the initial holder of the Current Product NDSNDA, but only during the period from the Effective Date until the Marketing Authorization TransferNDA Assignment, and (ii) research, develop, manufacture, have manufactured, use use, or import Licensed Products BEMA Fentanyl Products, Competing Products, or Demonstration Samples in the Territory but solely for purposes related to the of export, distribution, use, development, or commercialization thereof outside the Territory; provided, however, that neither BDSI nor any of its Affiliates’, or any of its or their Third Party licensees’, sublicensees’, or contractors’ may conduct any human clinical trials for any BEMA Fentanyl Product in the Territory without Collegium’s prior written consent. For clarity, BDSI’s or its Affiliates’ purchase of Licensed Products BEMA Fentanyl Products, Competing Products, or Demonstration Samples in the Territory and its or their subsequent sale and export of such Licensed Products BEMA Fentanyl Products, Competing Products, or Demonstration Samples to BDSI’s Affiliates or Third Parties located outside of the Territory for purposes of enabling the sale and/or use of such products outside the Territory are included within the scope of BDSI’s retained rights set forth in clause (ii) above. Once per Calendar Quarter and at such other times as may be reasonably requested by Purdue, BDSI shall provide Purdue with summary updates regarding its research, development or manufacturing activities (whether directly or through a Third Party) in respect of the Licensed Products or Demonstration Samples in the Territory if BDSI undertakes any such activities as allowed under this Section 3.02(a). Purdue Collegium shall have the right to sublicense any rights granted to it under this clause (a) or Section 3.03(a) within the Territory, provided that (i) Purdue except in respect of sublicenses to Affiliates or to any of the other entities referenced in clauses (B) or (C) below, Collegium shall provide BDSI with a copy of any executed sublicense agreement (subject to the last sentence of this Section 3.02(a))agreement, (ii) Purdue shall not grant any Affiliate or except with respect to sublicenses granted (A) to Collegium’s Affiliates, (B) to Third Party any contractors for purposes of manufacturing Licensed Products for use or sale in the Territory or performing Development on Collegium’s or its Affiliates’ behalf and limited to rights to Commercialize any use, make, have made, or import Licensed Products, nor utilize any or (C) to Third Party contract sales organizations for the sole purposes of promoting and marketing Licensed Products on behalf, and at the direction, of Collegium or an Affiliate thereof in cases in which Collegium or an Affiliate thereof (and not such Third Party, other than employees of Purdue, to Commercialize any Licensed Products unless, in any ) remains holder of the foregoing casesNDA and books all sales of Licensed Products, Collegium shall not enter into any such sublicense unless consented to in writing by BDSI, such consent not to be unreasonably withheld, provided that the foregoing shall not be construed to prohibit any assignment of this Agreement by Purdue pursuant to Section 14.01, conditioned or delayed (iii) Purdue Collegium shall secure all reasonably appropriate covenants, obligations and rights from each Sublicensee to ensure that Purdue Collegium can comply with its obligations under this Agreement, (iv) Purdue Collegium shall be responsible and liable for each Sublicensee’s performance of PurdueCollegium’s obligations hereunder and compliance with the terms of this Agreement, (v) all Sublicensees shall agree to be subject to the terms of this Agreement, and (vi) all sublicenses shall terminate upon the expiration or termination of this Agreement. The copy of any executed sublicense agreement provided by Purdue Collegium to BDSI pursuant to this paragraph shall may be redacted as determined by PurdueCollegium, in good faith, to be necessary to protect any of its or its Sublicensee’s confidential or proprietary information unrelated to PurdueCollegium’s compliance with its obligations to BDSI hereunder. (b) Purdue Collegium acknowledges that it shall have no right, title or interest in or to the Licensed Technology, Licensed Products, or Licensed Marks except to the extent set forth in this Agreement, and BDSI reserves all rights to make, have made, use, sell, offer for sale, and import the Licensed Technology and Licensed Products except as otherwise expressly granted to Purdue Collegium pursuant to this Agreement. Nothing in this Agreement shall be construed to grant Purdue Collegium any rights or license to any intellectual property of BDSI or any Affiliate thereof other than as expressly set forth herein and nothing in this Agreement shall be construed to grant BDSI any rights or license to any intellectual property of Purdue Collegium or any Affiliate thereof other than as expressly set forth herein. (c) Purdue All Affiliates of Collegium which (i) are involved or otherwise engaged in carrying out any of Collegium’s activities, performing any of Collegium’s obligations or exercising any of Collegium’s rights under this Agreement, (ii) are granted any rights under this Agreement by Collegium or any other Affiliate thereof, (iii) have access to, or know or use, BDSI’s Confidential Information, BEMA, or any Licensed Product, or (iv) did not become Affiliates of Collegium as a direct result of any transaction by which any Third Party first became an Acquiring Entity of Collegium (any such Affiliates, “Collegium Affiliates”), shall be subject to the terms of this Agreement. Collegium *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. shall be fully responsible and liable for the acts and omissions of its Collegium Affiliates in the course of any such Affiliate exercising any rights granted, or performing any obligations of PurdueCollegium, under this Agreement as if such acts or omissions had been those of PurdueCollegium, including but not limited to any breach of the provisions of this Agreement in connection therewith, and Purdue Collegium shall ensure that (i) all Collegium Affiliates of Purdue granted rights, performing obligations hereunder, or exercising rights hereunder (“Purdue Affiliates”) shall comply with the terms of this Agreement and (ii) no Affiliates other than Purdue Collegium Affiliates obtain access to, or know or use, BDSI’s Confidential Information, BEMA, or any Licensed Product. BDSI shall be fully responsible and liable for the acts and omissions of its Affiliates in the course of any such Affiliate exercising any rights granted, or performing any obligations of BDSI, under this Agreement as if such acts or omissions had been those of BDSI, including but not limited to any breach of the provisions of this Agreement in connection therewith, and BDSI shall ensure that all BDSI Affiliates granted rights, performing obligations hereunder, or exercising rights granted hereunder (“BDSI Affiliates”) shall comply with the terms of this Agreement. (d) BDSI shall, upon reasonable request of Purdue, use Commercially Reasonable Efforts to promptly provide Purdue with copies of any BDSI Documentation, Licensed Know-How (to the extent material and in written form), or Licensed Patents, to the extent not prohibited by Applicable Law, not previously provided to Purdue, and Purdue has been granted rights thereto pursuant to this Agreement, provided that the foregoing obligation shall only apply with respect to any manufacturing-related Licensed Know-How to the extent (i) necessary to enable Purdue to satisfy any requirements under Applicable Law or (ii) requested upon a Supply Deficiency (as defined in the Supply Agreement) or Supply Failure (as defined in the Supply Agreement) and necessary to enable Purdue to manufacture or have manufactured (by Third Parties) Licensed Products as permitted by Sections 4.10 or 4.11 of the Supply Agreement or following termination thereof.

Licensed Technology. The terms and conditions of the license granted to Purdue Collegium shall be as follows: (a) Subject to the terms and conditions of this Agreement, BDSI hereby grants to Purdue Collegium an exclusive (subject to BDSI’s retained rights under the last sentence of this Section 3.02(a)), royalty-bearing, license under the Licensed Technology to manufacture or make, have manufactured (subject to the terms of the Supply Agreement)made, use, sell, offer for sale, import, Develop, and Commercialize the Licensed Product(s) in the Territory, which license shall be sublicensable as set forth in the second paragraph of this clause (a). Notwithstanding anything to the contrary (including but not limited to the exclusivity of the rights granted above or below), BDSI retains, on behalf of it, its Affiliates, and its or their contractors, licensees, or sublicensees, sublicensable rights, transferable in accordance with Section 14.01, under the Licensed Technology and Licensed Marks to (i) perform BDSI’s obligations under Article II Sections 2.01 and 2.06 and such other obligations as are necessary to reflect the NOC FilerBDSI’s status as the initial holder of the Current Product NDSNDA, but only during the period from the Effective Date until the Marketing Authorization TransferNDA Assignment, and (ii) research, develop, manufacture, have manufactured, use use, or import Licensed Products BEMA Fentanyl Products, Competing Products, or Demonstration Samples in the Territory but solely for purposes related to the of export, distribution, use, development, or commercialization thereof outside the Territory; provided, however, that neither BDSI nor any of its Affiliates’, or any of its or their Third Party licensees’, sublicensees’, or contractors’ may conduct any human clinical trials for any BEMA Fentanyl Product in the Territory without Collegium’s prior written consent. For clarity, BDSI’s or its Affiliates’ purchase of Licensed Products BEMA Fentanyl Products, Competing Products, or Demonstration Samples in the Territory and its or their subsequent sale and export of such Licensed Products BEMA Fentanyl Products, Competing Products, or Demonstration Samples to BDSI’s Affiliates or Third Parties located outside of the Territory for purposes of enabling the sale and/or use of such products outside the Territory are included within the scope of BDSI’s retained rights set forth in clause (ii) above. Once per Calendar Quarter and at such other times as may be reasonably requested by Purdue, BDSI shall provide Purdue with summary updates regarding its research, development or manufacturing activities (whether directly or through a Third Party) in respect of the Licensed Products or Demonstration Samples in the Territory if BDSI undertakes any such activities as allowed under this Section 3.02(a). Purdue Collegium shall have the right to sublicense any rights granted to it under this clause (a) or Section 3.03(a) within the Territory, provided that (i) Purdue except in respect of sublicenses to Affiliates or to any of the other entities referenced in clauses (B) or (C) below, Collegium shall provide BDSI with a copy of any executed sublicense agreement (subject to the last sentence of this Section 3.02(a))agreement, (ii) Purdue shall not grant any Affiliate or except with respect to sublicenses granted (A) to Collegium’s Affiliates, (B) to Third Party any contractors for purposes of manufacturing Licensed Products for use or sale in the Territory or performing Development on Collegium’s or its Affiliates’ behalf and limited to rights to Commercialize any use, make, have made, or import Licensed Products, nor utilize any or (C) to Third Party contract sales organizations for the sole purposes of promoting and marketing Licensed Products on behalf, and at the direction, of Collegium or an Affiliate thereof in cases in which Collegium or an Affiliate thereof (and not such Third Party, other than employees of Purdue, to Commercialize any Licensed Products unless, in any ) remains holder of the foregoing casesNDA and books all sales of Licensed Products, Collegium shall not enter into any such sublicense unless consented to in writing by BDSI, such consent not to be unreasonably withheld, provided that the foregoing shall not be construed to prohibit any assignment of this Agreement by Purdue pursuant to Section 14.01, conditioned or delayed (iii) Purdue Collegium shall secure all reasonably appropriate covenants, obligations and rights from each Sublicensee to ensure that Purdue Collegium can comply with its obligations under this Agreement, (iv) Purdue Collegium shall be responsible and liable for each Sublicensee’s performance of PurdueCollegium’s obligations hereunder and compliance with the terms of this Agreement, (v) all Sublicensees shall agree to be subject to the terms of this Agreement, and (vi) all sublicenses shall terminate upon the expiration or termination of this Agreement. The copy of any executed sublicense agreement provided by Purdue Collegium to BDSI pursuant to this paragraph shall may be redacted as determined by PurdueCollegium, in good faith, to be necessary to protect any of its or its Sublicensee’s confidential or proprietary information unrelated to PurdueCollegium’s compliance with its obligations to BDSI hereunder. (b) Purdue Collegium acknowledges that it shall have no right, title or interest in or to the Licensed Technology, Licensed Products, or Licensed Marks except to the extent set forth in this Agreement, and BDSI reserves all rights to make, have made, use, sell, offer for sale, and import the Licensed Technology and Licensed Products except as otherwise expressly granted to Purdue Collegium pursuant to this Agreement. Nothing in this Agreement shall be construed to grant Purdue Collegium any rights or license to any intellectual property of BDSI or any Affiliate thereof other than as expressly set forth herein and nothing in this Agreement shall be construed to grant BDSI any rights or license to any intellectual property of Purdue Collegium or any Affiliate thereof other than as expressly set forth herein. (c) Purdue All Affiliates of Collegium which (i) are involved or otherwise engaged in carrying out any of Collegium’s activities, performing any of Collegium’s obligations or exercising any of Collegium’s rights under this Agreement, (ii) are granted any rights under this Agreement by Collegium or any other Affiliate thereof, (iii) have access to, or know or use, BDSI’s Confidential Information, BEMA, or any Licensed Product, or (iv) did not become Affiliates of Collegium as a direct result of any transaction by which any Third Party first became an Acquiring Entity of Collegium (any such Affiliates, “Collegium Affiliates”), shall be subject to the terms of this Agreement. Collegium shall be fully responsible and liable for the acts and omissions of its Collegium Affiliates in the course of any such Affiliate exercising any rights granted, or performing any obligations of PurdueCollegium, under this Agreement as if such acts or omissions had been those of PurdueCollegium, including but not limited to any breach of the provisions of this Agreement in connection therewith, and Purdue Collegium shall ensure that (i) all Collegium Affiliates of Purdue granted rights, performing obligations hereunder, or exercising rights hereunder (“Purdue Affiliates”) shall comply with the terms of this Agreement and (ii) no Affiliates other than Purdue Collegium Affiliates obtain access to, or know or use, BDSI’s Confidential Information, BEMA, or any Licensed Product. BDSI shall be fully responsible and liable for the acts and omissions of its Affiliates in the course of any such Affiliate exercising any rights granted, or performing any obligations of BDSI, under this Agreement as if such acts or omissions had been those of BDSI, including but not limited to any breach of the provisions of this Agreement in connection therewith, and BDSI shall ensure that all BDSI Affiliates granted rights, performing obligations hereunder, or exercising rights granted hereunder (“BDSI Affiliates”) shall comply with the terms of this Agreement. (d) BDSI shall, upon reasonable request of Purdue, use Commercially Reasonable Efforts to promptly provide Purdue with copies of any BDSI Documentation, Licensed Know-How (to the extent material and in written form), or Licensed Patents, to the extent not prohibited by Applicable Law, not previously provided to Purdue, and Purdue has been granted rights thereto pursuant to this Agreement, provided that the foregoing obligation shall only apply with respect to any manufacturing-related Licensed Know-How to the extent (i) necessary to enable Purdue to satisfy any requirements under Applicable Law or (ii) requested upon a Supply Deficiency (as defined in the Supply Agreement) or Supply Failure (as defined in the Supply Agreement) and necessary to enable Purdue to manufacture or have manufactured (by Third Parties) Licensed Products as permitted by Sections 4.10 or 4.11 of the Supply Agreement or following termination thereof.

Licensed Technology. The terms and conditions of the license granted to Purdue shall be as follows: (a) Subject to the terms and conditions of this Agreement, BDSI Licensor hereby grants to Purdue TranS1 an exclusive license (subject with the right to BDSI’s retained rights under this Section 3.02(a))grant sublicenses through multiple tiers, royalty-bearing, license under the Licensed Technology to manufacture or have manufactured (subject to the terms of the Supply Agreement), import, and Commercialize the Licensed Product(shereof) in the Territory, which license shall be sublicensable as set forth in the second paragraph of this clause (a). Notwithstanding anything to the contrary (including but not limited to the exclusivity of the rights granted above or below), BDSI retains, on behalf of it, its Affiliates, and its or their contractors, licensees, or sublicensees, sublicensable rights, transferable in accordance with Section 14.01, under the Licensed Technology and Licensed Marks any of Licensor’s interests in Improvements for all uses, specifically including to (i) perform BDSI’s obligations under Article II conduct research and such other obligations as are necessary to reflect the NOC Filer’s status as the initial holder of the Current Product NDS, but only during the period from the Effective Date until the Marketing Authorization Transfer, and (ii) research, develop, manufacture, have manufactured, use or import Licensed Products or Demonstration Samples in the Territory but solely for purposes related to the export, distribution, use, development, or commercialization thereof outside the Territory. For clarity, BDSI’s or its Affiliates’ purchase of Licensed Products or Demonstration Samples in the Territory and its or their subsequent sale and export of such Licensed Products or Demonstration Samples to BDSI’s Affiliates or Third Parties located outside of the Territory for purposes of enabling the sale and/or use of such products outside the Territory are included within the scope of BDSI’s retained rights set forth in clause (ii) above. Once per Calendar Quarter and at such other times as may be reasonably requested by Purdue, BDSI shall provide Purdue with summary updates regarding its research, development or manufacturing activities (whether directly or through a Third Party) in respect of the Licensed Products or Demonstration Samples in the Territory if BDSI undertakes any such activities as allowed under this Section 3.02(a). Purdue shall have the right to sublicense any rights granted to it under this clause (a) or Section 3.03(a) within the Territory, provided that (i) Purdue shall provide BDSI with a copy of any executed sublicense agreement (subject to the last sentence of this Section 3.02(a)), (ii) Purdue shall not grant any Affiliate or Third Party any rights to Commercialize any Licensed Products, nor utilize any Third Party, other than employees of Purdue, to Commercialize any Licensed Products unless, in any of the foregoing cases, consented to in writing by BDSI, such consent not to be unreasonably withheld, provided that the foregoing shall not be construed to prohibit any assignment of this Agreement by Purdue pursuant to Section 14.01, (iii) Purdue shall secure all reasonably appropriate covenants, obligations and rights from each Sublicensee to ensure that Purdue can comply with its obligations under this Agreement, (iv) Purdue shall be responsible and liable for each Sublicensee’s performance of Purdue’s obligations hereunder and compliance with the terms of this Agreement, (v) all Sublicensees shall agree to be subject to the terms of this Agreement, and (vi) all sublicenses shall terminate upon the expiration or termination of this Agreement. The copy of any executed sublicense agreement provided by Purdue to BDSI pursuant to this paragraph shall be redacted as determined by Purdue, in good faith, to be necessary to protect any of its or its Sublicensee’s confidential or proprietary information unrelated to Purdue’s compliance with its obligations to BDSI hereunder. (b) Purdue acknowledges that it shall have no right, title or interest in or to the Licensed Technology, Licensed Products, or Licensed Marks except to the extent set forth in this Agreement, and BDSI reserves all rights to make, have made, use, offer for sale, sell, import and otherwise exploit for commercial purposes Products in the Territory for use in the Field. Such license grant is exclusive even as to Licensor, such that Licensor shall have no right to make, have made, offer for sale, and sell or import Products or any other products utilizing Licensed Technology. The license shall remain in effect until this Agreement is terminated pursuant to Article 10. For clarification, the sale or other transfer of any Product by or on behalf of TranS1 (or any authorized Affiliate or Sublicensee) to any purchaser, end user or other third party shall authorize the purchaser or any subsequent end user to practice any rights related to the Licensed Technology and Licensed Improvements (specifically including, without limitation, the right to conduct any procedure involving the use of Product, whether involving plates, biologic material, a reusable retractor or any other component). However, nothing herein shall be deemed to restrict the ability of Mxxxxxxx X. Xxxxxxxxxxx to provide medical care to individual patients in accordance with his professional medical judgment, to make, have made, and use Products except as otherwise expressly granted (but not offer for sale or sell such Products) to Purdue pursuant personally provide medical care to his individual patients until the Limited Market Release, or to purchase Products from TranS1 or any authorized Affiliate, Sublicensee or distributor and to use such Products in accordance with his professional medical judgment. (b) The grants set forth in this Section 3.1, shall apply to TranS1 and any Affiliate of TranS1. If any Affiliate of TranS1 exercises rights under this Agreement. Nothing in , such Affiliate shall be bound by all terms and conditions of this Agreement to the same extent as would apply had this Agreement been directly between Licensor and such Affiliate. In addition, TranS1 shall remain fully liable to Licensor for all acts and obligations of such Affiliate, such that acts of said Affiliate shall be construed to grant Purdue any rights or license to any intellectual property considered acts of BDSI or any Affiliate thereof other than as expressly set forth herein and nothing in this Agreement shall be construed to grant BDSI any rights or license to any intellectual property of Purdue or any Affiliate thereof other than as expressly set forth hereinTranS1. (c) Purdue TranS1 shall remain fully liable to Licensor for all acts and obligations of Sublicensees, including payment of any royalties at the rates set forth herein, such that acts of said Sublicensees shall be fully responsible considered acts of TranS1. TranS1 shall provide Licensor with a true and liable for the acts and omissions of its Affiliates in the course correct copy of any such Affiliate exercising sublicense which grants a third party the right to sell Product (subject to redaction of information, if any, not directly related to Product or Licensed Technology), and any rights grantedmodification or termination thereof, within thirty (30) days following execution, modification or performing any obligations of Purdue, under termination. Notwithstanding the foregoing or anything else in this Agreement as if such acts to the contrary, TranS1 shall have the right to grant a sublicense to Licensed Technology to a Sublicensee on terms that do not require the payment of royalties on the sale of Products by or omissions had been those of Purdue, including but not limited to any breach on behalf of the provisions Sublicensee (such a sublicense being referred to as a “Royalty Free Sublicense”). If TranS1 grants a Royalty Free Sublicense, then sales of this Agreement Product by such Sublicensee shall be disregarded in determining royalty payment obligations hereunder but shall continue to be included in determining Sales-Based Milestone Payments. In lieu of paying Licensor royalties in respect of Product sales made pursuant to a Royalty Free Sublicense, TranS1 shall pay Licensor an equitable portion of the consideration paid to TranS1 pursuant to the Royalty Free Sublicense agreement. Prior to granting a Royalty Free Sublicense, TranS1 shall notify Licensor of the proposed terms of such transaction and shall provide Licensor with such information as Licensor may reasonably request in connection therewith, and Purdue shall ensure that (i) all Affiliates of Purdue granted rights, performing obligations hereunder, or exercising rights hereunder (“Purdue Affiliates”) shall comply with the proposed transaction. The parties shall negotiate in good faith regarding the terms and conditions of this Agreement the Royalty Free Sublicense and (ii) no Affiliates other than Purdue Affiliates obtain access tothe amount payable to Licensor in connection with such transaction. If the parties are unable to agree on an equitable allocation of the consideration, or know or use, BDSI’s Confidential Information, BEMA, or any Licensed Productthe parties shall engage a mediator mutually agreeable to the parties to assist the parties in reaching agreement. BDSI Any further dispute regarding such allocation shall be fully responsible and liable for the acts and omissions of its Affiliates submitted to arbitration in the course of any such Affiliate exercising any rights granted, or performing any obligations of BDSI, under this Agreement as if such acts or omissions had been those of BDSI, including but not limited to any breach of the provisions of this Agreement in connection therewith, and BDSI shall ensure that all BDSI Affiliates granted rights, performing obligations hereunder, or exercising rights granted hereunder (“BDSI Affiliates”) shall comply accordance with the terms Section 13.3 of this Agreement. The failure to reach agreement in advance shall not limit TranS1’s right to grant such a Royalty Free Sublicense. (d) BDSI shall, upon reasonable request In the event of Purdue, use Commercially Reasonable Efforts to promptly provide Purdue with copies termination of any BDSI Documentation, Licensed Know-How (to the extent material and in written form), or Licensed Patents, to the extent not prohibited by Applicable Law, not previously provided to Purdue, and Purdue has been granted rights thereto pursuant to this Agreement, provided that any sublicense agreement with any Sublicensee shall provide for the foregoing obligation shall only apply with respect to any manufacturing-related Licensed Know-How to the extent (i) necessary to enable Purdue to satisfy any requirements under Applicable Law or (ii) requested upon a Supply Deficiency (as defined in the Supply Agreement) or Supply Failure (as defined in the Supply Agreement) and necessary to enable Purdue to manufacture or have manufactured (by Third Parties) Licensed Products as permitted by Sections 4.10 or 4.11 termination of the Supply Agreement sublicense or following termination thereofthe conversion to a license directly between such Sublicensee and Licensor on substantially the same terms as the sublicense agreement.