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

No Implied Licenses; Reservation of Rights. No rights, other than those expressly set forth in this Agreement, are granted to either Party under this Agreement, and no additional rights will be deemed granted to either Party by implication, estoppel, or otherwise, with respect to any intellectual property rights. All rights not expressly granted by either Party or its Affiliates to the other Party under this Agreement are reserved. Notwithstanding anything to the contrary set forth in this Agreement, Lyra reserves the right (on behalf of itself, its Affiliates and its licensees, other than Lian and its Sublicensees) under the Licensed Technology, with the right to grant licenses and sublicenses through multiple tiers, to (a) conduct or have conducted Preclinical Development, Development, and Manufacturing of the Licensed Product anywhere in the world (including the Territory) for the purposes of Preclinical Developing, Developing and 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 and (ii) any clinical Development of the Licensed Product by or on behalf of Lyra within the Territory will be subject to Lian’s prior written consent, not 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 such Party or any of its Affiliates outside the scope of or otherwise not in compliance with the rights and licenses granted to such Party and its Affiliates under this Agreement.

No Implied Licenses; Reservation of Rights. No rights, 2.5.1 Licensee shall have no licenses or other rights other than those expressly set forth granted in this Agreement, are granted and, in particular and without limiting the foregoing, nothing in this Agreement shall be construed to either Party under this Agreement, and no additional grant Licensee any licenses or other rights will be deemed granted to either Party by implication, estoppel, or otherwise, with respect to in any intellectual property rights. All , 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 not other than those expressly granted by either Party or its Affiliates to the other Party under this Agreement are reserved. Notwithstanding anything to the contrary set forth in this Agreement, Lyra 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 (on behalf of itself, its Affiliates and its licensees, other than Lian and its Sublicensees) under the Licensed TechnologyTechnology (i) to make and have made the Bulk Product in the Territory for supply to Licensee or its Affiliates, with or to the right extent otherwise necessary or appropriate for Somaxon or any of its Affiliates or sublicensees to grant licenses perform its obligations, under this Agreement or the Supply Agreement, on a non-exclusive basis, (ii) to make and sublicenses through multiple tiers, to (a) conduct or have conducted Preclinical Development, Development, and Manufacturing of made the Licensed Product anywhere in the world for import, use, sale and offer for sale outside the Territory on an exclusive basis and (including the Territoryiii) for the purposes of Preclinical Developingto import, Developing make, have made and Commercializing use Licensed Product, and to use and practice the Licensed Product 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 TerritoryTerritory on an exclusive basis; provided however, provided that (iSomaxon shall not commence its rights pursuant to Section 2.5.3(iii) Lyra will provide in the Territory without the prior written notice to Lian consent of any Preclinical Development of the Licensed Product by or on behalf of Lyra within the Territory and (ii) any clinical Development of the Licensed Product by or on behalf of Lyra within the Territory will be subject to Lian’s prior written consent, not 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 such Party or any of its Affiliates outside the scope of or otherwise not in compliance with the rights and licenses granted to such Party and its Affiliates under this AgreementLicensee.

No Implied Licenses; Reservation of Rights. No rights, 2.4.1 Paladin shall have no licenses or other rights other than those expressly set forth granted in this Agreement, are granted and, in particular and without limiting the foregoing, nothing in this Agreement shall be construed to either Party under this Agreement, and no additional grant Paladin any licenses or other rights will be deemed granted to either Party by implication, estoppel, or otherwise, with respect to in any intellectual property rights. All , know-how or data owned or Controlled by Somaxon or any of its Affiliates except as provided in Sections 2.1 or 2.3.1(b). 2.4.2 Somaxon shall have no licenses or other rights not other than those expressly granted by either Party or its Affiliates to the other Party under this Agreement are reserved. Notwithstanding anything to the contrary set forth in this Agreement, Lyra 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 Paladin or any of its Affiliates except as provided in Section 13.4.3. 2.4.3 Notwithstanding the exclusivity of any rights granted under Section 2.1, Somaxon hereby reserves the exclusive, sublicensable right (on behalf of itself, its Affiliates and its licensees, other than Lian and its Sublicensees) under the Licensed TechnologyTechnology (i) to make and have made the Bulk Product in the Territory for supply to Paladin or its Affiliates, with or to the right extent otherwise necessary or appropriate for Somaxon or any of its Affiliates or sublicensees to grant licenses perform its obligations, under this Agreement or the Supply Agreement, (ii) to make and sublicenses through multiple tiers, to (a) conduct or have conducted Preclinical Development, Development, and Manufacturing of made the Licensed Product anywhere in the world (including the Territory) for the purposes of Preclinical Developingimport, Developing use, sale and Commercializing the Licensed Product offer for sale 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 and (iiiii) any clinical Development of to import, make, have made and use Licensed Product, and to use and practice the Licensed Product by or on behalf of Lyra within Technology to make, have made and use Licensed Product, in the Territory will be subject to Lian’s prior written consentfor any non clinical or clinical research purpose of Somaxon or its Affiliates, not to be unreasonably withheld, and (b) perform, and have performed, its obligations under or in support of any Development Plan. Neither Party nor any of its Affiliates will use regulatory filings or practice under any Patent Rights licensed or provided to such Party or any of its Affiliates other activities outside the scope of or otherwise not in compliance with the rights and licenses granted to such Party and its Affiliates under this AgreementTerritory.