Common use of No Implied Licenses; Reservation of Rights Clause in Contracts

No Implied Licenses; Reservation of Rights. 2.5.1 Licensee shall have no licenses or other rights other than those expressly granted in this Agreement, and, in particular and without limiting the foregoing, nothing in this Agreement shall be construed to grant Licensee any licenses or other rights in any intellectual property rights, know-how or data owned or Controlled by Somaxon or any of its Affiliates except as provided in Sections 2.1 or 2.4.1(b). 2.5.2 Somaxon shall have no licenses or other rights other than those expressly granted in this Agreement, and, in particular and without limiting the foregoing, nothing in this Agreement shall be construed to grant Somaxon any licenses or other rights in any intellectual property rights, know-how or data owned or Controlled by Licensee or any of its Affiliates except as provided in Section 13.3.3. 2.5.3 Notwithstanding the exclusivity of any rights granted under Section 2.1, Somaxon hereby reserves the sublicensable right under the Licensed Technology (i) to make and have made the Bulk Product in the Territory for supply to Licensee or its Affiliates, or to the extent otherwise necessary or appropriate for Somaxon or any of its Affiliates or sublicensees to perform its obligations, under this Agreement or the Supply Agreement, on a non-exclusive basis, (ii) to make and have made the Licensed Product anywhere in the world for import, use, sale and offer for sale outside the Territory on an exclusive basis and (iii) to import, make, have made and use Licensed Product, and to use and practice the Licensed Technology to make, have made and use Licensed Product, in the Territory on a non-exclusive basis for any non clinical or clinical research purpose of Somaxon or its Affiliates, or in support of any regulatory filings or other activities outside the Territory on an exclusive basis; provided however, that Somaxon shall not commence its rights pursuant to Section 2.5.3(iii) in the Territory without the prior written consent of Licensee.

No Implied Licenses; Reservation of Rights. 2.5.1 Licensee 3.4.1 Only the licenses and rights expressly granted herein shall have no licenses be of legal force and effect. No license or other rights other than those expressly granted in this Agreement, and, in particular and without limiting the foregoing, nothing in this Agreement right shall be construed created hereunder by implication, estoppel or otherwise. Edge acknowledges that SurModics’ business involves the application of the SurModics Technology to grant Licensee any licenses or numerous drugs and other rights in any intellectual property rights, know-how or data owned or Controlled by Somaxon or any of its Affiliates except as provided in Sections 2.1 or 2.4.1(b). 2.5.2 Somaxon shall have no licenses or other rights other than those products and that SurModics retains the right (expressly granted in this Agreement, and, in particular and without limiting the foregoing, nothing in this Agreement shall be construed subject to grant Somaxon any licenses or other rights in any intellectual property rights, know-how or data owned or Controlled by Licensee or any of its Affiliates except as provided in Section 13.3.3. 2.5.3 Notwithstanding the exclusivity of any rights granted under Section 2.1, Somaxon hereby reserves the sublicensable right under the Licensed Technology (i) to make and have made the Bulk Product in the Territory for supply to Licensee or its Affiliates, or to the extent otherwise necessary or appropriate for Somaxon or any of its Affiliates or sublicensees to perform its obligations, SurModics’ obligations under this Agreement or under any other agreement between the Supply Agreement, on a non-exclusive basis, (iiParties) to make apply its technology to drugs or products owned by SurModics or any third party and have made to make, use or sell drugs or products owned by SurModics or any third party. For the Licensed Product anywhere in avoidance of doubt, no license is conferred to Edge under the world for importSurModics IP Rights, useSurModics Research IP Rights or SurModics’ rights under the Combination IP Rights to research, sale and offer for sale outside the Territory on an exclusive basis and (iii) to importdevelop, make, have made and use Licensed Productmade, use, offer to sell, sell, have sold, import, export or otherwise deal in or with any product, item, device or technology other than the Product in the Field, and SurModics retains and reserves all rights that are not explicitly granted to Edge herein including the sole and exclusive right to use and practice exploit SurModics IP Rights, SurModics Research IP Rights and SurModics’ rights under the Licensed Technology Combination IP Rights to research, develop, make, have made and use Licensed Productmade, use, offer to sell, sell, have sold, import, export or otherwise deal in the Territory on a non-exclusive basis for any non clinical or clinical research purpose of Somaxon or its Affiliatesproduct, or in support of any regulatory filings process, item, device, machine or other activities outside apparatus that is not the Territory on an Product. 3.4.2 Only licenses and rights expressly granted herein shall be of legal force and effect. No license or other right shall be created hereunder by implication, estoppel or otherwise. SurModics acknowledges that Edge’s business involves the intracranial delivery of other agent(s) or composition(s) through different depot formulation and that Edge retains the right (expressly subject to Edge’s obligations under this Agreement or under any other agreement between the Parties) to apply its technology to different depot formulations owned by any third party. For the avoidance of doubt, no license is conferred to SurModics under the Edge IP Rights, Edge Research IP Rights or Edge’s rights under the Combination IP Rights to research, develop, make, have made, use, offer to sell, sell, have sold, import, export or otherwise deal in or with any product, item, device or technology, and Edge retains and reserves all rights that are not explicitly granted to SurModics herein including the sole and exclusive basis; provided howeverright to use and exploit Edge IP Rights, Edge Research IP Rights and Edge’s rights under the Combination IP Rights to research, develop, make, have made, use, offer to sell, sell, have sold, import, export or otherwise deal in any product, process, item, device, machine or other apparatus that Somaxon shall is not commence its rights pursuant to Section 2.5.3(iii) in the Territory Product without the prior written consent of LicenseeSurModics.

No Implied Licenses; Reservation of Rights. 2.5.1 Licensee shall have no licenses or other rights No rights, other than those expressly granted set forth in this Agreement, andare granted to either Party under this Agreement, in particular and without limiting the foregoingno additional rights will be deemed granted to either Party by implication, nothing in this Agreement shall be construed estoppel, or otherwise, with respect to grant Licensee any licenses or other rights in any intellectual property rights, know-how . All rights not expressly granted by either Party or data owned or Controlled by Somaxon or any of its Affiliates except as provided in Sections 2.1 or 2.4.1(b). 2.5.2 Somaxon shall have no licenses or to the other rights other than those expressly granted Party under this Agreement are reserved. Notwithstanding anything to the contrary set forth in this Agreement, andLyra reserves the right (on behalf of itself, in particular and without limiting the foregoing, nothing in this Agreement shall be construed to grant Somaxon any licenses or other rights in any intellectual property rights, know-how or data owned or Controlled by Licensee or any of its Affiliates except as provided in Section 13.3.3. 2.5.3 Notwithstanding the exclusivity of any rights granted under Section 2.1and its licensees, Somaxon hereby reserves the sublicensable right other than Lian and its Sublicensees) under the Licensed Technology Technology, with the right to grant licenses and sublicenses through multiple tiers, to (ia) to make conduct or have conducted Preclinical Development, Development, and have made the Bulk Product in the Territory for supply to Licensee or its Affiliates, or to the extent otherwise necessary or appropriate for Somaxon or any Manufacturing of its Affiliates or sublicensees to perform its obligations, under this Agreement or the Supply Agreement, on a non-exclusive basis, (ii) to make and have made the Licensed Product anywhere in the world (including the Territory) for importthe purposes of Preclinical Developing, use, sale Developing and offer for sale Commercializing the Licensed Product outside the Territory, provided that (i) Lyra will provide prior written notice to Lian of any Preclinical Development of the Licensed Product by or on behalf of Lyra within the Territory on an exclusive basis and (iiiii) any clinical Development of the Licensed Product by or on behalf of Lyra within the Territory will be subject to importLian’s prior written consent, make, have made and use Licensed Productnot to be unreasonably withheld, and (b) perform, and have performed, its obligations under any Development Plan. Neither Party nor any of its Affiliates will use or practice under any Patent Rights licensed or provided to use and practice the Licensed Technology to make, have made and use Licensed Product, in the Territory on a non-exclusive basis for such Party or any non clinical or clinical research purpose of Somaxon or its Affiliates, or in support of any regulatory filings or other activities Affiliates outside the Territory on an exclusive basis; provided however, that Somaxon shall scope of or otherwise not commence in compliance with the rights and licenses granted to such Party and its rights pursuant to Section 2.5.3(iii) in the Territory without the prior written consent of LicenseeAffiliates under this Agreement.

No Implied Licenses; Reservation of Rights. 2.5.1 Licensee 2.4.1 Paladin shall have no licenses or other rights other than those expressly granted in this Agreement, and, in particular and without limiting the foregoing, nothing in this Agreement shall be construed to grant Licensee Paladin any licenses or other rights in any intellectual property rights, know-how or data owned or Controlled by Somaxon or any of its Affiliates except as provided in Sections 2.1 or 2.4.1(b2.3.1(b). 2.5.2 2.4.2 Somaxon shall have no licenses or other rights other than those expressly granted in this Agreement, and, in particular and without limiting the foregoing, nothing in this Agreement shall be construed to grant Somaxon any licenses or other rights in any intellectual property rights, know-how or data owned or Controlled by Licensee Paladin or any of its Affiliates except as provided in Section 13.3.313.4.3. 2.5.3 2.4.3 Notwithstanding the exclusivity of any rights granted under Section 2.1, Somaxon hereby reserves the exclusive, sublicensable right under the Licensed Technology (i) to make and have made the Bulk Product in the Territory for supply to Licensee Paladin or its Affiliates, or to the extent otherwise necessary or appropriate for Somaxon or any of its Affiliates or sublicensees to perform its obligations, under this Agreement or the Supply Agreement, on a non-exclusive basis, (ii) to make and have made the Licensed Product anywhere in the world for import, use, sale and offer for sale outside the Territory on an exclusive basis and (iii) to import, make, have made and use Licensed Product, and to use and practice the Licensed Technology to make, have made and use Licensed Product, in the Territory on a non-exclusive basis for any non clinical or clinical research purpose of Somaxon or its Affiliates, or in support of any regulatory filings or other activities outside the Territory on an exclusive basis; provided however, that Somaxon shall not commence its rights pursuant to Section 2.5.3(iii) in the Territory without the prior written consent of LicenseeTerritory.

No Implied Licenses; Reservation of Rights. 2.5.1 Licensee (a) Cadence shall have no licenses or other rights other than those expressly granted in this Agreement, and, in particular and without limiting the foregoing, nothing in this *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Agreement shall be construed to grant Cadence any licenses or other rights in any intellectual property rights, information or data (i) owned or Controlled by BMS or any of its Affiliated Companies, except as expressly set forth in this Agreement or (ii) owned or Controlled by Pharmatop or any of its Affiliated Companies that is not licensed by Pharmatop to BMS under the Pharmatop License Agreement. (b) Cadence acknowledges that BMS or one or more of its Affiliated Companies holds certain license rights from Pharmatop (whether under the Pharmatop License Agreement or otherwise) relating to countries outside the Territory, and, except for the right of cross-reference provided for in Section 2.8(d), the rights granted to Cadence under this Agreement do not include any license or other rights with respect to such other rights of BMS and its Affiliated Companies, all of which are expressly reserved to BMS and its Affiliated Companies. (c) Notwithstanding the [***], BMS hereby reserves the non-exclusive, sublicensable right under the BMS Rights, BMS Patents and BMS Know-How (i) to make and have made the Products in the Territory for supply to Cadence, or to the extent otherwise necessary or appropriate for BMS or any of its Affiliated Companies or sublicensees to perform its obligations, under the Clinical Supply Agreement, (ii) to make and have made the Products anywhere in the world for import, use, sale and offer for sale outside the Territory and (iii) to import, make, have made and use Products in the Territory for any non-clinical or clinical research purpose of BMS and its Affiliated Companies (subject, to the extent applicable, to Section 3.7) or in support of any Regulatory Filings or other activities outside the Territory (subject, to the extent applicable, to Section 3.7); provided that the rights reserved pursuant to clause (iii) above shall not be sublicensable. (d) BMS is not sublicensing or granting to Cadence, and Cadence acknowledges and agrees that it is not receiving any rights under Section 2.10 or the proviso of the last sentence of Section 2.3 of the Pharmatop License Agreement, all of which are reserved to BMS. (e) BMS shall have no licenses or other rights other than those expressly granted in this Agreement, and, in particular and without limiting the foregoing, nothing in this Agreement shall be construed to grant Licensee BMS any licenses or other rights in any intellectual property rights, know-how information or data owned or Controlled by Somaxon Cadence or any of its Affiliates Affiliated Companies, except as provided in Sections 2.1 or 2.4.1(b). 2.5.2 Somaxon shall have no licenses or other rights other than those expressly granted set forth in this Agreement, and, in particular and without limiting the foregoing, nothing in this Agreement shall be construed to grant Somaxon any licenses or other rights in any intellectual property rights, know-how or data owned or Controlled by Licensee or any of its Affiliates except as provided in Section 13.3.3. 2.5.3 Notwithstanding the exclusivity of any rights granted under Section 2.1, Somaxon hereby reserves the sublicensable right under the Licensed Technology (i) to make and have made the Bulk Product in the Territory for supply to Licensee or its Affiliates, or to the extent otherwise necessary or appropriate for Somaxon or any of its Affiliates or sublicensees to perform its obligations, under this Agreement or the Supply Agreement, on a non-exclusive basis, (ii) to make and have made the Licensed Product anywhere in the world for import, use, sale and offer for sale outside the Territory on an exclusive basis and (iii) to import, make, have made and use Licensed Product, and to use and practice the Licensed Technology to make, have made and use Licensed Product, in the Territory on a non-exclusive basis for any non clinical or clinical research purpose of Somaxon or its Affiliates, or in support of any regulatory filings or other activities outside the Territory on an exclusive basis; provided however, that Somaxon shall not commence its rights pursuant to Section 2.5.3(iii) in the Territory without the prior written consent of Licensee.

No Implied Licenses; Reservation of Rights. 2.5.1 Licensee (a) Cadence shall have no licenses or other rights other than those expressly granted in this Agreement, and, in particular and without limiting the foregoing, nothing in this *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Agreement shall be construed to grant Cadence any licenses or other rights in any intellectual property rights, information or data (i) owned or Controlled by BMS or any of its Affiliated Companies, except as expressly set forth in this Agreement or (ii) owned or Controlled by Pharmatop or any of its Affiliated Companies that is not licensed by Pharmatop to BMS under the Pharmatop License Agreement. (b) Cadence acknowledges that BMS or one or more of its Affiliated Companies holds certain license rights from Pharmatop (whether under the Pharmatop License Agreement or otherwise) relating to countries outside the Territory, and, except for the right of cross-reference provided for in Section 2.8(d), the rights granted to Cadence under this Agreement do not include any license or other rights with respect to such other rights of BMS and its Affiliated Companies, all of which are expressly reserved to BMS and its Affiliated Companies. (c) Notwithstanding the exclusivity of any rights granted under Section 2.1, BMS hereby reserves the non-exclusive, sublicensable right under the BMS Rights, BMS Patents and BMS Know-How (i) to make and have made the Products in the Territory for supply to Cadence, or to the extent otherwise necessary or appropriate for BMS or any of its Affiliated Companies or sublicensees to perform its obligations, under the Clinical Supply Agreement, (ii) to make and have made the Products anywhere in the world for import, use, sale and offer for sale outside the Territory and (iii) to import, make, have made and use Products in the Territory for any non-clinical or clinical research purpose of BMS and its Affiliated Companies (subject, to the extent applicable, to Section 3.7) or in support of any Regulatory Filings or other activities outside the Territory (subject, to the extent applicable, to Section 3.7); provided that the rights reserved pursuant to clause (iii) above shall not be sublicensable. (d) BMS is not sublicensing or granting to Cadence, and Cadence acknowledges and agrees that it is not receiving any rights under Section 2.10 or the proviso of the last sentence of Section 2.3 of the Pharmatop License Agreement, all of which are reserved to BMS. (e) BMS shall have no licenses or other rights other than those expressly granted in this Agreement, and, in particular and without limiting the foregoing, nothing in this Agreement shall be construed to grant Licensee BMS any licenses or other rights in any intellectual property rights, know-how information or data owned or Controlled by Somaxon Cadence or any of its Affiliates Affiliated Companies, except as provided in Sections 2.1 or 2.4.1(b). 2.5.2 Somaxon shall have no licenses or other rights other than those expressly granted set forth in this Agreement, and, in particular and without limiting the foregoing, nothing in this Agreement shall be construed to grant Somaxon any licenses or other rights in any intellectual property rights, know-how or data owned or Controlled by Licensee or any of its Affiliates except as provided in Section 13.3.3. 2.5.3 Notwithstanding the exclusivity of any rights granted under Section 2.1, Somaxon hereby reserves the sublicensable right under the Licensed Technology (i) to make and have made the Bulk Product in the Territory for supply to Licensee or its Affiliates, or to the extent otherwise necessary or appropriate for Somaxon or any of its Affiliates or sublicensees to perform its obligations, under this Agreement or the Supply Agreement, on a non-exclusive basis, (ii) to make and have made the Licensed Product anywhere in the world for import, use, sale and offer for sale outside the Territory on an exclusive basis and (iii) to import, make, have made and use Licensed Product, and to use and practice the Licensed Technology to make, have made and use Licensed Product, in the Territory on a non-exclusive basis for any non clinical or clinical research purpose of Somaxon or its Affiliates, or in support of any regulatory filings or other activities outside the Territory on an exclusive basis; provided however, that Somaxon shall not commence its rights pursuant to Section 2.5.3(iii) in the Territory without the prior written consent of Licensee.