Common use of Licensee Non-Assert Clause in Contracts

Licensee Non-Assert. In the event that the use or practice (a) by BP or its Affiliates of the Retained Enzyme Libraries in the BP Field of Use pursuant to the Verenium License Agreement, (b) by BP, its Affiliates or licensees of the Enzyme Libraries, or (c) by BP, its Affiliates or licensees of the LEAP Intellectual Property, including without limitation in each case any modification, enhancement, derivative, transformation, translation or change to any Enzyme Libraries or Retained Enzyme Libraries made by BP or its Affiliates or sublicensees, or resulting from BP’s or its or its Affiliates’ or sublicensees’ exploitation of the LEAP Intellectual Property (collectively, “BP Activities”), would infringe any (i) Patent Right of Licensee or its Affiliates that claims any Licensee Improvement or any modification, enhancement, derivative, transformation, translation or change to any of the Enzyme Libraries or Retained Enzyme Libraries made by Licensee or its Affiliates or (as applicable) licensees or (ii) a patent issuing from an application filed by Licensee or its Affiliates pursuant to Section 4.3.4 (“Licensee Improvement Patent Rights”), then Licensee hereby covenants to BP and its Affiliates and (as applicable) licensees that Licensee and its Affiliates will not, and Licensee will cause the applicable Third Party that owns or has been granted a license or sublicense to any Licensee Improvement Patent Rights not to, assert or enforce such Licensee Improvement Patent Rights against BP or its Affiliates or (as applicable) licensees solely with respect to the BP Activities in the BP Field of Use.

Licensee Non-Assert. In the event that the use or practice (a) by BP Verenium or its Affiliates of the Retained Enzyme Libraries in the BP Field of Use pursuant to the Verenium BP License Agreement, or (b) by BPVerenium, its Affiliates or licensees of the Retained Enzyme Libraries, or (c) by BP, its Affiliates or licensees of the LEAP Intellectual Property, including without limitation in each case any modification, enhancement, derivative, transformation, translation or change to any of the Enzyme Libraries or Retained Enzyme Libraries made by BP Verenium or its Affiliates or sublicensees, or resulting from BP’s or its or its Affiliates’ or sublicensees’ exploitation of the LEAP Intellectual Property Sublicensees (collectively, “BP Verenium Activities”), would infringe any (i) Patent Right of Licensee or its Affiliates that claims any Licensee Improvement or any modification, enhancement, derivative, transformation, translation or change to any of the Enzyme Libraries or Retained Enzyme Libraries made by Licensee or its Affiliates or (as applicable) licensees or (ii) a patent issuing from an a patent application filed by Licensee or its Affiliates pursuant to Section 4.3.4 (“Licensee Improvement Patent Rights”), then Licensee hereby covenants to BP Verenium and its Affiliates and (as applicable) licensees that Licensee and its Affiliates will not, and Licensee will cause the applicable Third Party that owns or has been granted a license or sublicense to any Licensee Improvement Patent Rights not to, assert or enforce such Licensee Improvement Patent Rights against BP or its Affiliates or Verenium and (as applicable) licensees and its Affiliates solely with respect to the Verenium Activities. Upon a Verenium Change in Control (as defined in the BP License Agreement), this Section 3.2 shall be limited only to Verenium Activities in the Verenium Field of Use (as defined in the BP License Agreement) and shall terminate and be of no further force and effect with respect to Verenium Activities in the Field of Use. If Verenium or its successor entity enters into a BP Field of UseUse License (as defined in the BP License Agreement) with Licensee pursuant to Section 2.4 of the BP License Agreement, this Section 3.2 with respect to Verenium Activities in the Field of Use shall be reinstated and become effective as of the effective date of such BP Field of Use License.