Common use of Patent License Grant Clause in Contracts

Patent License Grant. 17.1 On the terms and subject to the conditions set forth herein, Palomar hereby grants to Coherent a non-exclusive, royalty-bearing sublicense (without the right to sublicense others) under the Palomar Patents to make, have made, use 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, Palomar 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 or sale of Distributed Products during the License Term. Licensed Products manufactured by Coherent shall bear a royalty of * of Net Revenues. During the term of this Agreement, such royalty obligations shall be fulfilled by payment to Palomar of the amounts set forth in Section 16. 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 Coherent a non-exclusive, worldwide, royalty-bearing license in the License Field to make, have made, use and sell Licensed Products that infringe the Xxxxxxxx Patent. The sublicense shall include the right to grant to the purchasers of Licensed Products from Coherent and its Affiliates, the right to use such Licensed Products in a method coming within the scope of the Xxxxxxxx Patent. Coherent shall have no right to grant further sublicenses to the Xxxxxxxx Patent, except that it shall be permitted to transfer its rights in connection with the sale of its hair removal product line. 17.4.1 After termination of this Agreement, and in no event less than three years, Coherent shall pay Palomar running royalties of *% of Net Revenues so long as the Licensed Product, its manufacture, use or sale is covered by a Valid Claim of the Xxxxxxxx Patent, until such time as Palomar licenses three companies with sales of aesthetic laser products in excess of $20 *Indicates that material has been omitted pursuant to a request for confidential treatment, and separately filed with the SEC. 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. 17.1 On the terms and subject to the conditions set forth herein, Palomar 2.1 CALTECH hereby grants to Coherent a non-LICENSEE an exclusive, royalty-bearing sublicense (without the right to sublicense others) fully paid up, royalty free license under the Palomar Patents Exclusively Licensed Patent Rights and Improvements to make, have made, use import, have imported, use, have used, sell, have sold and sell Distributed 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 competitive Coherent products for which royalties are paid otherwise exploit Licensed Products throughout the world. CALTECH retains the right to Palomar under Section 16.4 grant additional nonexclusive or exclusive ("Coherent Products") in the Territory during the License Term. For Distributed Products manufactured by Palomar and sold by Coherent, Palomar shall be solely responsible for paying all royalty obligations to MGH relating exclusive except with respect to the Xxxxxxxx Patent 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 may arise as a result LICENSEE shall furnish CALTECH within thirty (30) days of the manufactureexecution thereof, use a true and complete copy of each sublicense and any changes or sale of Distributed Products during the License Term. Licensed Products manufactured by Coherent shall bear a royalty of * of Net Revenues. During additions thereto. 2.4 The patent license grants, and the term of this Agreement, such royalty obligations shall be fulfilled by payment to Palomar of continue, unless terminated in accordance with the amounts set forth in Section 16. 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 provisions of this Agreement, Palomar agrees until the last of me patents within the Licensed Patent Rights expires. 2.5 CALTECH hereby grants to grant Coherent any licenses required for Distributed Products distributed LICENSEE an exclusive first right to include Other Improvements under the terms of this License Agreement by Coherent pursuant adding such Other Inventions to this Agreement Exhibit A hereto upon payment by LICENSEE to any other patents it licenses or owns, on commercially reasonable terms CALTECH of a fee to be negotiated. The parties shall negotiate negotiated in good faith, but no license shall be granted if faith between the parties are unable of not less than *** but not greater than *** and upon reimbursement by LICENSEE 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 CALTECH of any past patent expenses. *** Portions of this Agreement, Palomar hereby grants Coherent a non-exclusive, worldwide, royalty-bearing license in the License Field to make, page have made, use and sell Licensed Products that infringe the Xxxxxxxx Patent. The sublicense shall include the right to grant to the purchasers of Licensed Products from Coherent and its Affiliates, the right to use such Licensed Products in a method coming within the scope of the Xxxxxxxx Patent. Coherent shall have no right to grant further sublicenses to the Xxxxxxxx Patent, except that it shall be permitted to transfer its rights in connection with the sale of its hair removal product line. 17.4.1 After termination of this Agreement, and in no event less than three years, Coherent shall pay Palomar running royalties of *% of Net Revenues so long as the Licensed Product, its manufacture, use or sale is covered by a Valid Claim of the Xxxxxxxx Patent, until such time as Palomar licenses three companies with sales of aesthetic laser products in excess of $20 *Indicates that material has been omitted pursuant to a request for confidential treatment, and Confidential Treatment filed separately filed with the SEC. 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 AgreementCommission. 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. 17.1 On the terms and subject to the conditions set forth herein, Palomar 2.1 Caltech hereby grants to Coherent a non-Licensee the following licenses: (a) an exclusive, royalty-bearing sublicense (without license under Licensed Patent Rights and Improvements thereof, including the right to sublicense otherssublicense, 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) under a nonexclusive, royalty-bearing worldwide license to the Palomar Patents Technology, including the right to sublicense, to make, have made, use import, have imported, use, have used, sell, have sold, offer for sale, have offered for sale, manufacture, distribute and sell Distributed otherwise fully exploit Licensed Products and competitive Coherent products for which royalties are paid to Palomar under Section 16.4 ("Coherent Products") in the Territory during Field throughout the License Term. For Distributed Products manufactured by Palomar and sold by Coherent, Palomar shall be solely responsible for paying all royalty obligations to MGH relating world. 2.2 These licenses are subject to the Xxxxxxxx Patent that may arise as a result reservation of the manufacture, use or sale of Distributed Products during the License Term. Licensed Products manufactured by Coherent shall bear a royalty of * of Net Revenues. During the term of this Agreement, such royalty obligations shall be fulfilled by payment to Palomar of the amounts set forth in Section 16. 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 Caltech’s 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 Coherent a non-exclusive, worldwide, royalty-bearing license in the License Field to make, have made, and use and sell Licensed Products that infringe the Xxxxxxxx Patentfor noncommercial educational and research purposes, but not for sale or other distribution to third parties. The sublicense These licenses are not transferable by Licensee except as provided in Paragraph 15.4, but Licensee shall include have the right to grant to the purchasers of Licensed Products from Coherent and its Affiliatesnonexclusive or exclusive sublicenses hereunder, the right to use such Licensed Products in a method coming within the scope of the Xxxxxxxx Patent. Coherent shall have no right to grant further sublicenses to the Xxxxxxxx Patent, except that it shall be permitted to transfer its rights in connection with the sale of its hair removal product line. 17.4.1 After termination of this Agreement, and in no event less than three years, Coherent shall pay Palomar running royalties of *% of Net Revenues so long as the Licensed Product, its manufacture, use or sale is covered by a Valid Claim of the Xxxxxxxx Patent, until such time as Palomar licenses three companies with sales of aesthetic laser products in excess of $20 *Indicates that material has been omitted pursuant to a request for confidential treatment, and separately filed with the SEC. 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 royaltiesprovided that: (a) Quantity of each Licensed Product sold or leased (by country) by Coherent Licensee shall include all its sublicensing income in Licensee’s reports to Caltech, as provided in Paragraph 8.2, and its Affiliates;Licensee shall pay royalties thereon to Caltech pursuant to Paragraph 3.1; and (b) Total billing for each Licensed Product (by country); (c) Quantities Licensee shall furnish Caltech within [**] days of the execution thereof, a true and complete copy of each Licensed Product used by Coherent sublicense and its Affiliates; (d) Revenues from Services paid to Coherent and its Affiliates; and (e) Total royalties payable to Palomarany changes or additions thereto. 17.4.4 Unless otherwise terminated 2.3 The license grants shall continue for the term of this Agreement as provided for set forth in Article 11; provided, however, that if this Section 17, the license Agreement expires pursuant to the Xxxxxxxx Patent granted hereunder will continue until the expiration first sentence of the Xxxxxxxx Patent. Palomar has Paragraph 11.1, Licensee shall retain a nonexclusive, perpetual, royalty-free, worldwide license, with the right to terminate this sublicense upon fifteen (15) days prior written notice sublicense, under the Caltech Technology, to Coherent in the event of any material breach of the obligation to make royalty payments hereunderresearch, unless such breach is cured prior to the expiration of such fifteen (15) day period. Upon termination of the sublicense granted hereunderdevelop, 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, sell, offer for sale or sell any and import 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. 17.1 On 2.1 Grant of License to the LLC - Subject to the terms and subject to the conditions set forth hereinof this LLC License, Palomar DIVERSA hereby grants to Coherent a non-the LLC, and the LLC hereby accepts: (a) in the Approved Fields, an exclusive, royalty-bearing sublicense (without free, worldwide license, including the right to sublicense others) grant sublicenses pursuant to Section 2.2, under the Palomar Patents DIVERSA Patent Rights to use Licensed Enzymes to make, have made, use import, have imported, use, have used, sell, have sold and sell Distributed Products and competitive Coherent products for which royalties are paid to Palomar under Section 16.4 otherwise exploit Licensed Products; ("Coherent Products"b) in the Territory during the License Term. For Distributed Products manufactured by Palomar and sold by Coherent, Palomar 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 or sale of Distributed Products during the License Term. Licensed Products manufactured by Coherent shall bear a royalty of * of Net Revenues. During the term of this Agreement, such royalty obligations shall be fulfilled by payment to Palomar of the amounts set forth in Section 16. 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 Coherent a non-exclusive, worldwide, exclusive royalty-bearing free license in to any Know-How required to exploit the License Field rights granted under (a), and for the LLC or its Affiliates to make, have made, use import, have imported, use, have used, sell, have sold and sell otherwise exploit Licensed Products in the Approved 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 infringe the Xxxxxxxx Patentfamilies of Licensed Products made from one or more Licensed Enzymes for each Approved Field shall be listed together. The sublicense shall include listing for Appendix C for the Licensed Enzymes are for all Approved Fields as a class of enzymes (e.g. [***]). 2.2 Sublicensing - The license granted under Section 2.1 to the LLC includes the right to grant to sublicense Third Parties, whether or not Affiliates of the purchasers of Licensed Products from Coherent and its AffiliatesLLC, including the right to use such Licensed Products enter into distributor contracts, manufacturing contracts with the Preferred Supplier as defined in the LLC Agreement, or other commercial transactions, including but not limited to sublicensing a method coming within the scope competitor of the Xxxxxxxx PatentLLC. Coherent The LLC will be responsible for the observance by all sublicensees of all applicable provisions of this LLC License and will cause all sublicensees to observe the covenants in this LLC License (i.e., regarding confidentiality, maintaining records, and governmental regulations, as well as other provisions such as payments). All sublicenses, other than a label license, shall have no 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 grant of any sublicense hereunder. 2.3 Reservations by the LLC and DIVERSA - The LLC and DIVERSA reserve the right to grant further sublicenses to work with Third Parties outside the Xxxxxxxx PatentApproved Fields, or after the IE R&D Agreement terminates, within all Approved Fields, except that it shall be permitted for [***] from the termination of the IE R&D Agreement, DIVERSA agrees [***] as per the terms of the LLC Agreement which terms are incorporated herein by reference. Additionally, DIVERSA agrees to transfer its rights in connection with the sale of its hair removal product line. 17.4.1 After provide support for [***] after termination of this Agreement, LLC License or the IE R&D Agreement to the LLC or its licensees in accord with a Services Agreement to be executed by the Parties subsequently to this LLC License and in no event less than three years, Coherent shall pay Palomar running royalties of *% of Net Revenues so long as accord with the Licensed Product, its manufacture, use or sale is covered by a Valid Claim terms of the Xxxxxxxx Patent, until such time as Palomar licenses three companies with sales of aesthetic laser products in excess of $20 *Indicates that material has been omitted pursuant to a request for confidential treatment, and separately filed with the SEC. million per year at rates in excess of *%, at LLC Agreement 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 Agreementterms are incorporated herein by reference. 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.