Common use of Patent License Grant Clause in Contracts

Patent License Grant. 2.1 CALTECH hereby grants to LICENSEE an exclusive, fully paid up, royalty free license under Exclusively Licensed Patent Rights and Improvements to make, have made, import, have imported, use, have used, sell, have sold and otherwise exploit Licensed Products throughout the world. 2.2 CALTECH hereby grants to LICENSEE a nonexclusive, fully paid up royalty free license under Nonexclusive!/ Licensed Patent Rights to make, have made, import, have imported, use, have used, sell, have sold and otherwise exploit Licensed Products throughout the world. CALTECH retains the right to grant additional nonexclusive or exclusive (exclusive except with respect to the rights granted LICENSEE hereunder) licenses to third parties. 2.3 This license is subject to the reservation of CALTECH’s right to make, have made, and use Licensed Products for noncommercial educational and research purposes, but not for sale or other distribution to third parties. This license is not transferable by LICENSEE except as provided in Paragraph 15.4, but LICENSEE shall have the right to grant nonexclusive or exclusive sublicenses under the grant of Section 2.1, provided that LICENSEE shall furnish CALTECH within thirty (30) days of the execution thereof, a true and complete copy of each sublicense and any changes or additions thereto. 2.4 The patent license grants, and the term of this Agreement, shall continue, unless terminated in accordance with the provisions of this Agreement, until the last of me patents within the Licensed Patent Rights expires. 2.5 CALTECH hereby grants to LICENSEE an exclusive first right to include Other Improvements under the terms of this License Agreement by adding such Other Inventions to Exhibit A hereto upon payment by LICENSEE to CALTECH of a fee to be negotiated in good faith between the parties of not less than *** but not greater than *** and upon reimbursement by LICENSEE to CALTECH of any past patent expenses. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.

Patent License Grant. 2.1 CALTECH 17.1 On the terms and subject to the conditions set forth herein, Palomar hereby grants to LICENSEE an Coherent a non-exclusive, fully paid up, royalty free license royalty-bearing sublicense (without the right to sublicense others) under Exclusively Licensed Patent Rights and Improvements the Palomar Patents to make, have made, importuse and sell Distributed Products and competitive Coherent products for which royalties are paid to Palomar under Section 16.4 ("Coherent Products") in the Territory during the License Term. For Distributed Products manufactured by Palomar and sold by Coherent, have importedPalomar shall be solely responsible for paying all royalty obligations to MGH relating to the Xxxxxxxx Patent that may arise as a result of the manufacture, use, have used, sell, have sold and otherwise exploit use or sale of Distributed Products during the License Term. Licensed Products throughout manufactured by Coherent shall bear a royalty of * of Net Revenues. During the worldterm of this Agreement, such royalty obligations shall be fulfilled by payment to Palomar of the amounts set forth in Section 16. 2.2 CALTECH 17.2 All rights not expressly granted are reserved to Palomar. Nothing herein shall be construed as granting Coherent, by implication, estoppel or otherwise, including the first sale doctrine, any license or other right under any patent or other intellectual property right of Palomar, except for the licenses expressly granted in Section 17. 17.3 Upon termination of this Agreement, Palomar agrees to grant Coherent any licenses required for Distributed Products distributed by Coherent pursuant to this Agreement to any other patents it licenses or owns, on commercially reasonable terms to be negotiated. The parties shall negotiate in good faith, but no license shall be granted if the parties are unable to reach agreement on reasonable terms. 17.4 In addition to the license granted under Section 17.1 above, from and after the termination date of this Agreement, Palomar hereby grants to LICENSEE Coherent a nonexclusivenon-exclusive, fully paid up royalty free worldwide, royalty-bearing license under Nonexclusive!/ Licensed Patent Rights in the License Field to make, have made, import, have imported, use, have used, sell, have sold use and otherwise exploit sell Licensed Products throughout that infringe the worldXxxxxxxx Patent. CALTECH retains The sublicense shall include the right to grant additional nonexclusive or exclusive (exclusive except with respect to the rights granted LICENSEE hereunder) licenses to third parties. 2.3 This license is subject to the reservation purchasers of CALTECH’s right to make, have made, and use Licensed Products for noncommercial educational from Coherent and research purposesits Affiliates, but not for sale or other distribution to third parties. This license is not transferable by LICENSEE except as provided in Paragraph 15.4, but LICENSEE shall have the right to grant nonexclusive or exclusive sublicenses under use such Licensed Products in a method coming within the grant of Section 2.1, provided that LICENSEE shall furnish CALTECH within thirty (30) days scope of the execution thereofXxxxxxxx Patent. Coherent shall have no right to grant further sublicenses to the Xxxxxxxx Patent, a true and complete copy except that it shall be permitted to transfer its rights in connection with the sale of each sublicense and any changes or additions theretoits hair removal product line. 2.4 The patent license grants, and the term 17.4.1 After termination of this Agreement, and in no event less than three years, Coherent shall continuepay Palomar running royalties of *% of Net Revenues so long as the Licensed Product, unless terminated in accordance with its manufacture, use or sale is covered by a Valid Claim of the provisions of this AgreementXxxxxxxx Patent, until the last such time as Palomar licenses three companies with sales of me patents within the Licensed Patent Rights expires. 2.5 CALTECH hereby grants to LICENSEE an exclusive first right to include Other Improvements under the terms aesthetic laser products in excess of this License Agreement by adding such Other Inventions to Exhibit A hereto upon payment by LICENSEE to CALTECH of a fee to be negotiated in good faith between the parties of not less than $20 *** but not greater than *** and upon reimbursement by LICENSEE to CALTECH of any past patent expenses. *** Portions of this page have Indicates that material has been omitted pursuant to a request for Confidential Treatment confidential treatment, and separately filed separately with the CommissionSEC. million per year at rates in excess of *%, at which time the running royalty rate shall be adjusted to the average of such higher prices. However, if Palomar licenses the Xxxxxxxx Patent at a rate less than the amount Coherent is then paying, Coherent shall be entitled to such lower rate for sales occurring after such lower rate is effective. The sublicense to the Xxxxxxxx Patent granted in this Section 17.4, and Coherent's royalty obligations in connection therewith, shall survive termination of the Agreement. 17.4.2 Royalties due shall be calculated as of the last day of each month with respect to transactions made during that month and within 30 days thereafter Coherent shall remit to Palomar full payment of royalties due, accompanied by a detailed report of the calculation thereof, Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable Accounting Period. 17.4.3 With each payment, Coherent shall deliver to Palomar a full and accurate accounting to include at least the following information to the extent necessary to determine royalties: (a) Quantity of each Licensed Product sold or leased (by country) by Coherent and its Affiliates; (b) Total billing for each Licensed Product (by country); (c) Quantities of each Licensed Product used by Coherent and its Affiliates; (d) Revenues from Services paid to Coherent and its Affiliates; and (e) Total royalties payable to Palomar. 17.4.4 Unless otherwise terminated as provided for in this Section 17, the license to the Xxxxxxxx Patent granted hereunder will continue until the expiration of the Xxxxxxxx Patent. Palomar has the right to terminate this sublicense upon fifteen (15) days prior written notice to Coherent in the event of any material breach of the obligation to make royalty payments hereunder, unless such breach is cured prior to the expiration of such fifteen (15) day period. Upon termination of the sublicense granted hereunder, Coherent shall pay Palomar all royalties due or accrued on the Net Revenues up to and including the date of termination. In the event of any termination, Coherent shall also have the right to fill all existing orders for Licensed Products, provided the royalties set forth herein are paid on such orders. *Indicates that material has been omitted pursuant to a request for confidential treatment, and separately filed with the SEC. 17.5 Upon termination of this Agreement, Coherent agrees to xxxxx Xxxxxxx any licenses under any patents it licenses or owns to make, use, offer for sale or sell any Licensed Products, on commercially reasonable terms to be negotiated. The parties shall negotiate in good faith, but no license shall be granted if the parties are unable to reach agreement on reasonable terms.

Patent License Grant. 2.1 CALTECH Caltech hereby grants to LICENSEE Licensee the following licenses: (a) an exclusive, fully paid up, royalty free royalty-bearing license under Exclusively Licensed Patent Rights Rights, as listed in Exhibit A, and Improvements thereof, to research, develop, make, have made, import, have imported, use, have used, sell, have sold, offer for sale, have offered for sale, and otherwise exploit Licensed Products in the Field throughout the world; and (b) a nonexclusive, royalty-bearing worldwide license to the Technology to make, have made, import, have imported, use, have used, sell, have sold sold, offer for sale, have offered for sale, and otherwise exploit Licensed Products in the Field throughout the world. 2.2 CALTECH hereby grants to LICENSEE a nonexclusive, fully paid up royalty free license under Nonexclusive!/ Licensed Patent Rights to make, have made, import, have imported, use, have used, sell, have sold and otherwise exploit Licensed Products throughout the world. CALTECH retains the right to grant additional nonexclusive or exclusive These licenses are subject to: (exclusive except with respect to the rights granted LICENSEE hereundera) licenses to third parties. 2.3 This license is subject to the reservation of CALTECHCaltech’s right to make, have made, and use Licensed Products for noncommercial educational and research purposes, but not for sale or other distribution to third parties; and (b) the rights of the U.S. Government under Xxxxx 00, Xxxxxx Xxxxxx Code, Section 200 et seq., including but not limited to the grant to the U.S. Government of a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced any invention conceived or first actually reduced to practice in the performance of work for or on behalf of the U.S. Government throughout the world. This license is These licenses are not transferable by LICENSEE Licensee except as provided in Paragraph 15.416.4, but LICENSEE Licensee shall have the right to grant nonexclusive or exclusive sublicenses under the grant of Section 2.1hereunder, provided that LICENSEE that: (a) Licensee shall include all its sublicensing income in Licensee’s reports to Caltech, as provided in Paragraph 9.2, and Licensee shall pay royalties thereon to Caltech pursuant to Paragraph 4.1; and (b) Licensee shall furnish CALTECH Caltech within thirty (30) [**] days of the execution thereof, a true and complete copy of each sublicense and any changes or additions thereto.; and 2.4 (c) Licensee may grant sublicenses of no greater scope than the license granted under Section 2.1; and (d) Each sublicense granted by Licensee shall include provisions similar in all material respects to those of Articles 6, 12, 15, 16 and Section 2.2. The patent license grants, and grants shall continue for the term of this AgreementAgreement as set forth in Article 12; provided, however, that if this Agreement expires pursuant to the first sentence of Paragraph 12.1, Licensee shall continueretain a nonexclusive, unless terminated in accordance perpetual, royalty-free, worldwide license, with the provisions of this Agreement, until the last of me patents within the Licensed Patent Rights expires. 2.5 CALTECH hereby grants to LICENSEE an exclusive first right to include Other Improvements sublicense, under the terms of this License Agreement by adding such Other Inventions Caltech Technology, to Exhibit A hereto upon payment by LICENSEE to CALTECH of a fee to be negotiated in good faith between the parties of not less than *** but not greater than *** research, develop, make, use, sell, offer for sale and upon reimbursement by LICENSEE to CALTECH of any past patent expenses. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.import Licensed Product

Patent License Grant. 2.1 CALTECH Caltech hereby grants to LICENSEE Licensee the following licenses: (a) an exclusive, fully paid up, royalty free royalty-bearing license under Exclusively Licensed Patent Rights and Improvements thereof, including the right to sublicense, to research, develop, make, have made, import, have imported, use, have used, sell, have sold, offer for sale, manufacture, distribute have offered for sale, and otherwise fully exploit Licensed Products in the Field throughout the world; (b) a nonexclusive, royalty-bearing worldwide license to the Technology, including the right to sublicense, to make, have made, import, have imported, use, have used, sell, have sold sold, offer for sale, have offered for sale, manufacture, distribute and otherwise fully exploit Licensed Products in the Field throughout the world. 2.2 CALTECH hereby grants to LICENSEE a nonexclusive, fully paid up royalty free license under Nonexclusive!/ Licensed Patent Rights to make, have made, import, have imported, use, have used, sell, have sold and otherwise exploit Licensed Products throughout the world. CALTECH retains the right to grant additional nonexclusive or exclusive (exclusive except with respect to the rights granted LICENSEE hereunder) These licenses to third parties. 2.3 This license is are subject to the reservation of CALTECHCaltech’s right to make, have made, and use Licensed Products for noncommercial educational and research purposes, but not for sale or other distribution to third parties. This license is These licenses are not transferable by LICENSEE Licensee except as provided in Paragraph 15.4, but LICENSEE Licensee shall have the right to grant nonexclusive or exclusive sublicenses under the grant of Section 2.1hereunder, provided that LICENSEE that: (a) Licensee shall include all its sublicensing income in Licensee’s reports to Caltech, as provided in Paragraph 8.2, and Licensee shall pay royalties thereon to Caltech pursuant to Paragraph 3.1; and (b) Licensee shall furnish CALTECH Caltech within thirty (30) [**] days of the execution thereof, a true and complete copy of each sublicense and any changes or additions thereto. 2.4 2.3 The patent license grants, and grants shall continue for the term of this AgreementAgreement as set forth in Article 11; provided, however, that if this Agreement expires pursuant to the first sentence of Paragraph 11.1, Licensee shall continueretain a nonexclusive, unless terminated in accordance perpetual, royalty-free, worldwide license, with the provisions of this Agreement, until the last of me patents within the Licensed Patent Rights expires. 2.5 CALTECH hereby grants to LICENSEE an exclusive first right to include Other Improvements sublicense, under the terms of this License Agreement by adding such Other Inventions Caltech Technology, to Exhibit A hereto upon payment by LICENSEE to CALTECH of a fee to be negotiated in good faith between the parties of not less than *** but not greater than *** research, develop, make, use, sell, offer for sale and upon reimbursement by LICENSEE to CALTECH of any past patent expenses. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commissionimport Licensed Products.

Patent License Grant. 2.1 CALTECH Caltech hereby grants to LICENSEE Licensee the following licenses: (a) an exclusive, fully paid up, royalty free royalty-bearing license under Exclusively Licensed Patent Rights Rights, as listed in Exhibit A, and Improvements thereof, to research, develop, make, have made, import, have imported, use, have used, sell, have sold, offer for sale, have offered for sale, and otherwise exploit Licensed Products in the Field throughout the world; and (b) a nonexclusive, royalty-bearing worldwide license to the Technology to make, have made, import, have imported, use, have used, sell, have sold sold, offer for sale, have offered for sale, and otherwise exploit Licensed Products in the Field throughout the world. 2.2 CALTECH hereby grants to LICENSEE a nonexclusive, fully paid up royalty free license under Nonexclusive!/ Licensed Patent Rights to make, have made, import, have imported, use, have used, sell, have sold and otherwise exploit Licensed Products throughout the world. CALTECH retains the right to grant additional nonexclusive or exclusive These licenses are subject to: (exclusive except with respect to the rights granted LICENSEE hereundera) licenses to third parties. 2.3 This license is subject to the reservation of CALTECHCaltech’s right to make, have made, and use Licensed Products for noncommercial educational and research purposes, but not for sale or other distribution to third parties; and (b) the rights of the U.S. Government under Tixxx 00, Xxxxxx Xxxxxx Xode, Section 200 et seq., including but not limited to the grant to the U.S. Government of a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced any invention conceived or first actually reduced to practice in the performance of work for or on behalf of the U.S. Government throughout the world. This license is These licenses are not transferable by LICENSEE Licensee except as provided in Paragraph 15.416.4, but LICENSEE Licensee shall have the right to grant nonexclusive or exclusive sublicenses under the grant of Section 2.1hereunder, provided that LICENSEE that: (a) Licensee shall include all its sublicensing income in Licensee’s reports to Caltech, as provided in Paragraph 9.2, and Licensee shall pay royalties thereon to Caltech pursuant to Paragraph 4.1; and (b) Licensee shall furnish CALTECH Caltech within thirty (30) [**] days of the execution thereof, a true and complete copy of each sublicense and any changes or additions thereto.; and 2.4 (c) Licensee may grant sublicenses of no greater scope than the license granted under Section 2.1; and (d) Each sublicense granted by Licensee shall include provisions similar in all material respects to those of Articles 6, 12, 15, 16 and Section 2.2. The patent license grants, and grants shall continue for the term of this AgreementAgreement as set forth in Article 12; provided, however, that if this Agreement expires pursuant to the first sentence of Paragraph 12.1, Licensee shall continueretain a nonexclusive, unless terminated in accordance perpetual, royalty-free, worldwide license, with the provisions of this Agreement, until the last of me patents within the Licensed Patent Rights expires. 2.5 CALTECH hereby grants to LICENSEE an exclusive first right to include Other Improvements sublicense, under the terms of this License Agreement by adding such Other Inventions Caltech Technology, to Exhibit A hereto upon payment by LICENSEE to CALTECH of a fee to be negotiated in good faith between the parties of not less than *** but not greater than *** research, develop, make, use, sell, offer for sale and upon reimbursement by LICENSEE to CALTECH of any past patent expenses. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.import Licensed Product

Patent License Grant. 2.1 CALTECH Grant of License to the LLC - Subject to the terms and conditions of this LLC License, DIVERSA hereby grants to LICENSEE the LLC, and the LLC hereby accepts: (a) in the Approved Fields, an exclusive, fully paid uproyalty-free, royalty worldwide license, including the right to grant sublicenses pursuant to Section 2.2, under the DIVERSA Patent Rights to use Licensed Enzymes to make, have made, import, have imported, use, have used, sell, have sold and otherwise exploit Licensed Products; (b) a non-exclusive royalty-free license to any Know-How required to exploit the rights granted under Exclusively Licensed Patent Rights (a), and Improvements for the LLC or its Affiliates to make, have made, import, have imported, use, have used, sell, have sold and otherwise exploit Licensed Products throughout in the worldApproved Fields. Appendix C attached hereto specifies each Licensed Enzyme, its respective Approved Field, and the DIVERSA Patent Rights from Appendix A associated with the Licensed Enzyme. Appendix C will be modified from time to time to include new Licensed Enzymes. If a Licensed Product is other than a Licensed Enzyme, then such Licensed Product shall be listed on Appendix B and the DIVERSA Patent Rights associated from Appendix A associated with the Licensed Product. For the listings on Appendix B, it is expected that families of Licensed Products made from one or more Licensed Enzymes for each Approved Field shall be listed together. The listing for Appendix C for the Licensed Enzymes are for all Approved Fields as a class of enzymes (e.g. [***]). 2.2 CALTECH hereby grants Sublicensing - The license granted under Section 2.1 to LICENSEE a nonexclusive, fully paid up royalty free license under Nonexclusive!/ Licensed Patent Rights to make, have made, import, have imported, use, have used, sell, have sold and otherwise exploit Licensed Products throughout the world. CALTECH retains LLC includes the right to grant additional nonexclusive sublicense Third Parties, whether or exclusive (exclusive except with respect to not Affiliates of the rights granted LICENSEE hereunder) licenses to third parties. 2.3 This license is subject to the reservation of CALTECH’s right to makeLLC, have made, and use Licensed Products for noncommercial educational and research purposes, but not for sale or other distribution to third parties. This license is not transferable by LICENSEE except as provided in Paragraph 15.4, but LICENSEE shall have including the right to grant nonexclusive enter into distributor contracts, manufacturing contracts with the Preferred Supplier as defined in the LLC Agreement, or exclusive sublicenses under other commercial transactions, including but not limited to sublicensing a competitor of the grant LLC. The LLC will be responsible for the observance by all sublicensees of Section 2.1all applicable provisions of this LLC License and will cause all sublicensees to observe the covenants in this LLC License (i.e., provided that LICENSEE regarding confidentiality, maintaining records, and governmental regulations, as well as other provisions such as payments). All sublicenses, other than a label license, shall furnish CALTECH be in writing and the terms of any sublicense must be approved in advance by the Board of Directors. The LLC shall notify DIVERSA in writing within thirty (30) days of the execution thereof, a true and complete copy grant of each any sublicense and any changes or additions theretohereunder. 2.4 2.3 Reservations by the LLC and DIVERSA - The patent license grantsLLC and DIVERSA reserve the right to work with Third Parties outside the Approved Fields, and or after the term IE R&D Agreement terminates, within all Approved Fields, except that for [***] from the termination of this the IE R&D Agreement, shall continue, unless terminated in accordance with the provisions of this Agreement, until the last of me patents within the Licensed Patent Rights expires. 2.5 CALTECH hereby grants to LICENSEE an exclusive first right to include Other Improvements under DIVERSA agrees [***] as per the terms of the LLC Agreement which terms are incorporated herein by reference. Additionally, DIVERSA agrees to provide support for [***] after termination of this LLC License or the IE R&D Agreement by adding such Other Inventions to Exhibit A hereto upon payment by LICENSEE to CALTECH of the LLC or its licensees in accord with a fee Services Agreement to be negotiated executed by the Parties subsequently to this LLC License and in good faith between the parties of not less than *** but not greater than *** and upon reimbursement by LICENSEE to CALTECH of any past patent expenses. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately accord with the Commissionterms of the LLC Agreement which terms are incorporated herein by reference.

Patent License Grant. 2.1 CALTECH Caltech hereby grants to LICENSEE Licensee an exclusive, fully paid uproyalty-bearing, royalty free license worldwide license, with the right to grant and authorize sublicenses, under Exclusively the Licensed Patent Rights Patents and Improvements Technology to make, have made, use, import, have importedoffer for sale and sell Licensed Products, use, have used, sell, have sold practice any method or procedure and otherwise exploit the Licensed Products throughout the worldPatents and Technology. 2.2 CALTECH hereby grants to LICENSEE a nonexclusive, fully paid up royalty free license under Nonexclusive!/ Licensed Patent Rights to make, have made, import, have imported, use, have used, sell, have sold and otherwise exploit Licensed Products throughout the world. CALTECH retains the right to grant additional nonexclusive or exclusive These licenses are subject to: (exclusive except with respect to the rights granted LICENSEE hereundera) licenses to third parties. 2.3 This license is subject to the reservation of CALTECHCaltech’s right to make, have made, and use Licensed Products for noncommercial educational and research purposes, but not for sale or other distribution to third parties; and (b) the rights of the U.S. Government under Xxxxx 00, Xxxxxx Xxxxxx Code, Section 200 et seq., including but not limited to the grant to the U.S. government of a nonexclusive, nontransferrable, irrevocable, paid-up license to practice or have practiced any invention conceived or first actually reduced to practice in the performance of work for or on behalf of the U.S. Government throughout the world. This license is These licenses are not [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Fluidigm Corporation transferable by LICENSEE Licensee except as provided in Paragraph 15.4Section 16.4, but LICENSEE Licensee shall have the right to grant nonexclusive non-exclusive or exclusive sublicenses under the grant of Section 2.1hereunder, provided that LICENSEE that: (a) License shall include all its sublicensing income in Licensee’s reports to Caltech, as provided in Section 9.2, and Licensee shall pay royalties thereon to Caltech pursuant to Section 4.2 and 4.4; (b) Licensee shall furnish CALTECH Caltech within thirty (30) days of the execution thereof, a true and complete copy of each sublicense and any changes or additions thereto; (c) License may grant sublicenses of no greater scope than the license granted under Section 2.1; and Each sublicense granted by Licensee shall include provisions similar in all material respects to those of Articles 6, 12, 15, 16 and Section 2.2. 2.4 The patent license grants, and the term of this Agreement, shall continue, unless terminated in accordance with the provisions of this Agreement, until the last of me patents within the Licensed Patent Rights expires. 2.5 CALTECH hereby grants to LICENSEE an exclusive first right to include Other Improvements under the terms of this License Agreement by adding such Other Inventions to Exhibit A hereto upon payment by LICENSEE to CALTECH of a fee to be negotiated in good faith between the parties of not less than *** but not greater than *** and upon reimbursement by LICENSEE to CALTECH of any past patent expenses. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.