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

No Implied Licenses; Reservation of Rights. 3.4.1 Only the 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. Edge acknowledges that SurModics’ business involves the application of the SurModics Technology to numerous drugs and other products and that SurModics retains the right (expressly subject to SurModics’ obligations under this Agreement or under any other agreement between the Parties) to apply its technology to drugs or products owned by SurModics or any third party and to make, use or sell drugs or products owned by SurModics or any third party. For the avoidance of doubt, no license is conferred to Edge under the SurModics IP Rights, SurModics Research IP Rights or SurModics’ 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 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 exploit SurModics IP Rights, SurModics Research IP Rights and SurModics’ 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 is not the Product.

No Implied Licenses; Reservation of Rights. 3.4.1 Only the 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. Edge NUPATHE acknowledges that SurModics’ SMP’s business involves the application of the SurModics Technology SMP IP Rights to numerous drugs and other products and that SurModics SMP retains the right (expressly subject to SurModics’ SMP’s obligations under this Agreement or under any other agreement between the Parties) to apply its technology to drugs or products owned by SurModics SMP or any third party and to make, use or sell drugs or products owned by SurModics SMP or any third party. For the avoidance of doubt, no license is conferred to Edge NUPATHE under the SurModics SMP IP Rights, SurModics SMP Research IP Rights or SurModics’ SMP’s rights under the Combination Joint Research 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 other than the Product in the Field, and SurModics SMP retains and reserves all rights that are not explicitly granted to Edge NUPATHE herein including the sole and exclusive right to use and exploit SurModics SMP IP Rights, SurModics SMP Research IP Rights and SurModics’ SMP’s rights under the Combination Joint Research 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 is not the Product.