Common use of Rejected Project Genes Clause in Contracts

Rejected Project Genes. (a) On a Rejected Project Gene-by-Rejected Project Gene basis, and upon designation of a Project Gene as a Rejected Project Gene under this Agreement, a co-exclusive internal use license until the expiration of the Restriction Term (at which time the license under Section 2.3.2(b) shall become effective unless the Steering Committee has otherwise designated the Rejected Project Gene under Section 5.5.3 and then the terms of that Section shall be controlling) for research purposes only to the Rejected Project Gene and its related Project Murine Gene under the DELTAGEN Knock-Out Technology and DELTAGEN Project Intellectual Property to allow HYSEQ to conduct similar research activities for itself during the Restriction Term as contemplated for Project Knock-Out Mice and Project Genes under this Agreement. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) On a Rejected Project Gene-by-Rejected Project Gene basis pursuant to the procedure set forth in Section 5.5.3, and upon the expiration of the Restriction Term, a non-exclusive right and license, including the right to grant sublicenses (which sublicenses may include the right to grant further sublicenses) under the DELTAGEN Knock-Out Technology and DELTAGEN Project Intellectual Property to perform the following activities: (i) to analyze and use such Rejected Project Gene and any derivatives, (ii) to use, make, create, generate, produce, breed, test and conduct research and development, (iii) to use, make, generate, produce, create, isolate, purify, identify and conduct research and development, and (iv) to develop, make, have made, use, distribute, offer for sale, import, export and sell products that contain as an active ingredient a Rejected Project Gene, a protein encoded by such Rejected Project Gene (or portion thereof), or an agonist or antagonist (including, without limitation, anti-sense, antibodies and small molecules) of a protein encoded by such Rejected Project Gene.

Rejected Project Genes. (a) On a Rejected Project Gene-by-Rejected Project Gene basis, and upon designation of a Project Gene as a Rejected Project Gene under this Agreement, a co-exclusive internal use license until the expiration of the Restriction Term (at which time the license under CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Section 2.3.2(b2.1. 4(b) shall become effective unless the Steering Committee has otherwise designated the Rejected Project Gene under Section 5.5.3 and then the terms of that Section shall be controlling) for research purposes only to the Rejected Project Gene and its related Project Murine Gene under the DELTAGEN KnockHYSEQ Patents and HYSEQ Know-Out Technology and DELTAGEN Project Intellectual Property How to allow HYSEQ DELTAGEN to conduct similar research activities for itself during the Restriction Term as contemplated for Project Knock-Out Mice and Project Genes under this Agreement. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) On a Rejected Project Gene-by-Rejected Project Gene basis pursuant to the procedure set forth in Section 5.5.3, and upon the expiration of the Restriction Term, a non-exclusive right and license, including the right to grant sublicenses (which sublicenses may include the right to grant further sublicenses) under the DELTAGEN KnockHYSEQ Patents and HYSEQ Know-Out Technology and DELTAGEN Project Intellectual Property How to perform the following activities: (i) to analyze and use such Rejected Project Gene and any derivatives, (ii) to use, make, create, generate, produce, breed, test and conduct research and development, (iii) to use, make, generate, produce, create, isolate, purify, identify and conduct research and development, and (iv) to develop, make, have made, use, distribute, offer for sale, import, export and sell products that contain as an active ingredient such Rejected Project Gene, a protein encoded by such Rejected Project Gene (or portion thereof), or an agonist or antagonist (including, without limitation, anti-sense, antibodies and small molecules) of a protein encoded by such Rejected Project Gene. Upon and after grant of such a license to a Rejected Project Gene under this Section 2.14(b) for which HYSEQ has royalty obligations to a Third Party, DELTAGEN will (i) notify HYSEQ when any and all sublicenses are granted, (ii) notify HYSEQ upon commencement of sales of any and all products that contain as an active ingredient a Rejected Project Gene, a protein encoded by such Rejected Project Gene (or portion thereof), or an agonist or antagonist (including, without limitation, anti-sense, antibodies and small molecules) of a protein encoded by such Rejected Project Gene, (iii) calculate and reimburse HYSEQ for any and all royalty payments that HYSEQ is obligated to pay to any Third Party as a result of sales of such a product by or on behalf of DELTAGEN, DELTAGEN’s Affiliates or DELTAGEN’s sublicensees, within thirty (30) days after the date such payments are required and in accordance with a royalty formula to be provided by HYSEQ, and (iv) keep complete and accurate records of sales of any such products and allow a reasonable yearly audit by a third party independent auditor of such records, (at DELTAGEN’s expense if the results CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. show an error in favor of HYSEQ), in order to verify sales subject to the royalty obligation. In addition to any other remedies available to HYSEQ under this Agreement, HYSEQ shall have the right to terminate the license under this paragraph upon written notice to DELTAGEN if DELTAGEN materially breaches its obligations to reimburse HYSEQ for royalties under this Section 2.1.4(b).

Rejected Project Genes. (a) On a Rejected Project Gene-by-Rejected Project Gene basis, and upon designation of a Project Gene as a Rejected Project Gene under this Agreement, a co-exclusive internal use license until the expiration of the Restriction Term (at which time the license under CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Section 2.3.2(b2.1 4(b) shall become effective unless the Steering Committee has otherwise designated the Rejected Project Gene under Section 5.5.3 and then the terms of that Section shall be controlling) for research purposes only to the Rejected Project Gene and its related Project Murine Gene under the DELTAGEN KnockHYSEQ Patents and HYSEQ Know-Out Technology and DELTAGEN Project Intellectual Property How to allow HYSEQ DELTAGEN to conduct similar research activities for itself during the Restriction Term as contemplated for Project Knock-Out Mice and Project Genes under this Agreement. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) On a Rejected Project Gene-by-Rejected Project Gene basis pursuant to the procedure set forth in Section 5.5.3, and upon the expiration of the Restriction Term, a non-exclusive right and license, including the right to grant sublicenses (which sublicenses may include the right to grant further sublicenses) under the DELTAGEN KnockHYSEQ Patents and HYSEQ Know-Out Technology and DELTAGEN Project Intellectual Property How to perform the following activities: : (i) to analyze and use such Rejected Project Gene and any derivatives, (ii) to use, make, create, generate, produce, breed, test and conduct research and development, (iii) to use, make, generate, produce, create, isolate, purify, identify and conduct research and development, and (iv) to develop, make, have made, use, distribute, offer for sale, import, export and sell products that contain as an active ingredient such Rejected Project Gene, a protein encoded by such Rejected Project Gene (or portion thereof), or an agonist or antagonist (including, without limitation, anti-sense, antibodies and small molecules) of a protein encoded by such Rejected Project Gene. Upon and after grant of such a license to a Rejected Project Gene under this Section 2.14(b) for which HYSEQ has royalty obligations to a Third Party, DELTAGEN will (i) notify HYSEQ when any and all sublicenses are granted, (ii) notify HYSEQ upon commencement of sales of any and all products that contain as an active ingredient a Rejected Project Gene, a protein encoded by such Rejected Project Gene (or portion thereof), or an agonist or antagonist (including, without limitation, anti-sense, antibodies and small molecules) of a protein encoded by such Rejected Project Gene, (iii) calculate and reimburse HYSEQ for any and all royalty payments that HYSEQ is obligated to pay to any Third Party as a result of sales of such a product by or on behalf of DELTAGEN, DELTAGEN's Affiliates or DELTAGEN's sublicensees, within thirty (30) days after the date such payments are required and in accordance with a royalty formula to be provided by HYSEQ, and (iv) keep complete and accurate records of sales of any such products and allow a reasonable yearly audit by a third party independent auditor of such records, (at DELTAGEN's expense if the results CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. show an error in favor of HYSEQ), in order to verify sales subject to the royalty obligation. In addition to any other remedies available to HYSEQ under this Agreement, HYSEQ shall have the right to terminate the license under this paragraph upon written notice to DELTAGEN if DELTAGEN materially breaches its obligations to reimburse HYSEQ for royalties under this Section 2.1.4(b).

Rejected Project Genes. (a) On a Rejected Project Gene-by-Rejected Project Gene basis, and upon designation of a Project Gene as a Rejected Project Gene under this Agreement, a co-exclusive internal use license until the expiration of the Restriction Term (at which time the license under Section 2.3.2(b) shall become effective unless the Steering Committee has otherwise designated the Rejected Project Gene under Section 5.5.3 and then the terms of that Section shall be controlling) for research purposes only to the Rejected Project Gene and its related Project Murine Gene under the DELTAGEN Knock-Out Technology and DELTAGEN Project Intellectual Property to allow HYSEQ to conduct similar research activities for itself during the Restriction Term as contemplated for Project Knock-Out Mice and Project Genes under this Agreement. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) On a Rejected Project Gene-by-Rejected Project Gene basis pursuant to the procedure set forth in Section 5.5.3, and upon the expiration of the Restriction Term, a non-exclusive right and license, including the right to grant sublicenses (which sublicenses may include the right to grant further sublicenses) under the DELTAGEN Knock-Out Technology and DELTAGEN Project Intellectual Property to perform the following activities: (i) to analyze and use such Rejected Project Gene and any derivatives, (ii) to use, make, create, generate, produce, breed, test and conduct research and development, (iii) to use, make, generate, produce, create, isolate, purify, identify and conduct research and development, and (iv) to develop, make, have made, use, distribute, offer for sale, import, export and sell products that contain as an active ingredient a Rejected Project Gene, a protein encoded by such Rejected Project Gene (or portion thereof), or an agonist or antagonist (including, without limitation, anti-sense, antibodies and small molecules) of a protein encoded by such Rejected Project Gene.

Rejected Project Genes. (a) On a Rejected Project Gene-by-Rejected Project Gene basis, and upon designation of a Project Gene as a Rejected Project Gene under this Agreement, a co-exclusive internal use license until the expiration of the Restriction Term (at which time the license under Section 2.3.2(b) shall become effective unless the Steering Committee has otherwise designated the Rejected Project Gene under Section 5.5.3 and then the terms of that Section shall be controlling) [***] for research purposes only to the Rejected Project Gene and its related Project Murine Gene under the DELTAGEN KnockHYSEQ Patents and HYSEQ Know-Out Technology and DELTAGEN Project Intellectual Property How to allow HYSEQ DELTAGEN to conduct similar research activities for itself during the Restriction Term as contemplated for Project Knock-Out Mice and Project Genes under this Agreement. . (b) On a Rejected Project Gene-by-Rejected Project Gene basis pursuant to the procedure set forth in Section 5.5.3, and upon [***] to perform the following activities: (i) to [***] such Rejected Project Gene and any derivatives, (ii) to [***], (iii) to [***], and (iv) to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) On a Rejected Project Gene-by-Rejected Project Gene basis pursuant to the procedure set forth in Section 5.5.3, and upon the expiration of the Restriction Term, a non-exclusive right and license, including the right to grant sublicenses (which sublicenses may include the right to grant further sublicenses) under the DELTAGEN Knock-Out Technology and DELTAGEN Project Intellectual Property to perform the following activities: (i) to analyze and use such Rejected Project Gene and any derivatives, (ii) to use, make, create, generate, produce, breed, test and conduct research and development, (iii) to use, make, generate, produce, create, isolate, purify, identify and conduct research and development, and (iv) to develop, make, have made, use, distribute, offer for sale, import, export and sell products that contain as an active ingredient a Rejected Project Gene, a protein encoded by . [***] such Rejected Project Gene (or portion thereof), or an agonist or antagonist (including, without limitation, anti-sense, antibodies and small molecules) of a protein encoded by such Rejected Project Gene. Upon and after [***] to a Rejected Project Gene under this Section 2.14(b) for which HYSEQ has [***], DELTAGEN will (i) notify HYSEQ when [***], (ii) notify HYSEQ upon [***], (iii) [***], and (iv) keep complete and accurate [***] and allow a [***] audit by a third party independent auditor of such records, [***], in order to [***]. In addition to any other remedies available to HYSEQ under this Agreement, HYSEQ shall have the right to [***] under this paragraph upon written notice to DELTAGEN if DELTAGEN [***] under this Section 2.1.4(b).