Common use of RESOLVER Clause in Contracts

RESOLVER. In the event Rosetta shall terminate this Agreement pursuant to Section 10.2, all rights granted to Agilent by Rosetta hereunder in respect of Resolver including, without limitation, Agilent's co-exclusive right in, to and under the Rosetta Technology (including the '888 Patent) to market, distribute, offer for sale, sell, support and use for internal purposes Resolver in the Agilent Field, shall terminate and expire as of the Early Termination Date. To the extent any Agilent Technology is incorporated into the design, development, manufacture or use of Resolver or any Component thereof as of the Early Termination Date, Rosetta shall have, and Agilent hereby grants to Rosetta, a worldwide, non-exclusive, irrevocable license in, to and under Agilent Technology to design, develop, use, make, have made, market, distribute, offer for sale, sell, reproduce, prepare derivative works, display and perform publicly and support Resolver or any Component thereof for the duration of the term of any valid patent within the Agilent Patents covering Resolver or any Component thereof and Rosetta shall, for the duration of such period, pay to Agilent a royalty equal to [***] on Net Revenues associated with the Royalty Bearing Portion of Resolver taking into account the Agilent Technology so incorporated; such royalty payments to be made at such times and pursuant to the reports required to be delivered in accordance with Section 7.7 hereof. In the event Agilent shall terminate this Agreement pursuant to Section 10.2, Agilent shall, as of the Early Termination Date, have the right to purchase from Rosetta, and Rosetta shall, for so long as it shall continue to offer for sale or sell Resolver, sell Resolver to Agilent as [***] at the lowest of (i) [***] or (ii) [***]. In the event Rosetta shall not as of the Early Termination Date or at any time thereafter continue to offer for sale or sell Resolver, Agilent shall have, and Rosetta hereby grants to Agilent, a non-exclusive, worldwide (outside of [***]), irrevocable license in, to and under the Rosetta Technology to design, develop, use, make, have made, market, distribute, offer for sale, sell, reproduce, prepare derivative works, display and perform publicly and support * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. Resolver and any Component thereof for the later of (i) the duration of the term of any valid patent within the Rosetta Patents covering Resolver or any Component thereof or (ii) for so long (but in no event beyond the tenth (10th) anniversary of the Early Termination Date) as Rosetta Know-How incorporated therein remains material to the design, development, manufacture or use thereof and Agilent shall, for the duration of such period, pay to Rosetta commercially reasonable royalty on Net Revenues associated with the Royalty Bearing Portion of Resolver or any other software product offered for sale by Agilent incorporating such Rosetta Technology into the design, development, manufacture or use thereof. Upon the request of Agilent at any time after Rosetta shall no longer be offering for sale or selling Resolver, Rosetta shall provide Agilent the source code and related documentation therefor.

RESOLVER. In On the event Rosetta shall terminate this Agreement pursuant to Section 10.2Expiration Date, all rights granted to Agilent by Rosetta hereunder in respect of Resolver including, without limitation, Agilent's co-exclusive right in, to and under the Rosetta Technology (including the '888 Patent[***]) to market, distribute, offer for sale, sell, sell and support and use for internal purposes Resolver in the Agilent Field, shall terminate and expire as of the Early Termination Dateexpire. To the extent any Agilent Technology is incorporated into the design, development, manufacture or use of Resolver or any Component thereof as of the Early Termination Expiration Date, Rosetta shall have, and Agilent hereby grants to Rosetta, a worldwide, non-exclusive, irrevocable license in, to and under such Agilent Technology to design, develop, use, make, have made, market, distribute, offer for sale, sell, reproduce, prepare derivative works, display and perform publicly and support Resolver or any Component thereof for the duration of the term of any valid patent within the Agilent Patents covering Resolver or any Component thereof thereof, and Rosetta shall, for the duration of such period, pay to Agilent a commercially reasonable royalty equal to [***] on Net Revenues associated with the Royalty Bearing Portion of Resolver taking into account the Agilent Technology so incorporated; such royalty payments to be made at such times and pursuant to the reports required to be delivered in accordance with Section 7.7 hereof. In the event addition, Agilent shall terminate this Agreement pursuant to Section 10.2, Agilent shall, as of the Early Termination Date, have the right to purchase from Rosetta, and Rosetta shall, for so long as it shall continue to offer for sale or sell Resolver, sell Resolver to Agilent as a [***] at the lowest of (i) [***] or (ii) [***]. In the event Rosetta shall not as of the Early Termination Date or at any time thereafter continue to offer for sale or sell Resolver, Agilent shall have, and Rosetta hereby grants to Agilent, a non-exclusive, worldwide (outside of [***]), irrevocable license in, to and under the Rosetta Technology to design, develop, use, make, have made, market, distribute, offer for sale, sell, reproduce, prepare derivative works, display and perform publicly and support * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. Resolver and any Component thereof for the later of (i) the duration of the term of any valid patent within the Rosetta Patents covering Resolver or any Component thereof or (ii) for so long (but in no event beyond the tenth (10th) anniversary of the Early Termination Date) as Rosetta Know-How incorporated therein remains material to the design, development, manufacture or use thereof and Agilent shall, for the duration of such period, pay to Rosetta commercially reasonable royalty on Net Revenues associated with the Royalty Bearing Portion of Resolver or any other software product offered for sale by Agilent incorporating such Rosetta Technology into the design, development, manufacture or use thereof. Upon the request of Agilent at any time after Rosetta shall no longer be offering for sale or selling Resolver, Rosetta shall provide Agilent the source code and related documentation therefor.

RESOLVER. In On the event Rosetta shall terminate this Agreement pursuant to Section 10.2Expiration Date, all rights granted to Agilent by Rosetta hereunder in respect of Resolver including, without limitation, Agilent's co-exclusive right in, to and under the Rosetta Technology (including the '888 Patent) to market, distribute, offer for sale, sell, sell and support and use for internal purposes Resolver in the Agilent Field, shall terminate and expire as of the Early Termination Dateexpire. To the extent any Agilent Technology is incorporated into the design, development, manufacture or use of Resolver or any Component thereof as of the Early Termination Expiration Date, Rosetta shall have, and Agilent hereby grants to Rosetta, a worldwide, non-exclusive, irrevocable license in, to and under such Agilent Technology to design, develop, use, make, have made, market, distribute, offer for sale, sell, reproduce, prepare derivative works, display and perform publicly and support Resolver or any Component thereof for the duration of the term of any valid patent within the Agilent Patents covering Resolver or any Component thereof thereof, and Rosetta shall, for the duration of such period, pay to Agilent a commercially reasonable royalty equal to [***] on Net Revenues associated with the Royalty Bearing Portion of Resolver taking into account the Agilent Technology so incorporated; such royalty payments to be made at such times and pursuant to the reports required to be delivered in accordance with Section 7.7 hereof. In the event addition, Agilent shall terminate this Agreement pursuant to Section 10.2, Agilent shall, as of the Early Termination Date, have the right to purchase from Rosetta, and Rosetta shall, for so long as it shall continue to offer for sale or sell Resolver, sell Resolver to Agilent as a [***] at the lowest of (i) [***] or (ii) [***]. In the event Rosetta shall not as of the Early Termination Date or at any time thereafter continue to offer for sale or sell Resolver, Agilent shall have, and Rosetta hereby grants to Agilent, a non-exclusive, worldwide (outside of [***]), irrevocable license in, to and under the Rosetta Technology to design, develop, use, make, have made, market, distribute, offer for sale, sell, reproduce, prepare derivative works, display and perform publicly and support * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. Resolver and any Component thereof for the later of (i) the duration of the term of any valid patent within the Rosetta Patents covering Resolver or any Component thereof or (ii) for so long (but in no event beyond the tenth (10th) anniversary of the Early Termination Date) as Rosetta Know-How incorporated therein remains material to the design, development, manufacture or use thereof and Agilent shall, for the duration of such period, pay to Rosetta commercially reasonable royalty on Net Revenues associated with the Royalty Bearing Portion of Resolver or any other software product offered for sale by Agilent incorporating such Rosetta Technology into the design, development, manufacture or use thereof. Upon the request of Agilent at any time after Rosetta shall no longer be offering for sale or selling Resolver, Rosetta shall provide Agilent the source code and related documentation therefor.

RESOLVER. In the event Rosetta shall terminate this Agreement pursuant to Section 10.2, all rights granted to Agilent by Rosetta hereunder in respect of Resolver including, without limitation, Agilent's co-exclusive right in, to and under the Rosetta Technology (including the '888 Patent[***]) to market, distribute, offer for sale, sell, support and use for internal purposes Resolver in the Agilent Field, shall terminate and expire as of the Early Termination Date. To the extent any Agilent Technology is incorporated into the design, development, manufacture or use of Resolver or any Component thereof as of the Early Termination Date, Rosetta shall have, and Agilent hereby grants to Rosetta, a worldwide, non-exclusive, irrevocable license in, to and under Agilent Technology to design, develop, use, make, have made, market, distribute, offer for sale, sell, reproduce, prepare derivative works, display and perform publicly and support Resolver or any Component thereof for the duration of the term of any valid patent within the Agilent Patents covering Resolver or any Component thereof and Rosetta shall, for the duration of such period, pay to Agilent a royalty equal to [***] on Net Revenues associated with the Royalty Bearing Portion of Resolver taking into account the Agilent Technology so incorporated; such royalty payments to be made at such times and pursuant to the reports required to be delivered in accordance with Section 7.7 hereof. In the event Agilent shall terminate this Agreement pursuant to Section 10.2, Agilent shall, as of the Early Termination Date, have the right to purchase from Rosetta, and Rosetta shall, for so long as it shall continue to offer for sale or sell Resolver, sell Resolver to Agilent as [***] at the lowest of (i) [***] or (ii) [***]. In the event Rosetta shall not as of the Early Termination Date or at any time thereafter continue to offer for sale or sell Resolver, Agilent shall have, and Rosetta hereby grants to Agilent, a non-exclusive, worldwide (outside of [***]), irrevocable license in, to and under the Rosetta Technology to design, develop, use, make, have made, market, distribute, offer for sale, sell, reproduce, prepare derivative works, display and perform publicly and support * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. Resolver and any Component thereof for the later of (i) the duration of the term of any valid patent within the Rosetta Patents covering Resolver or any Component thereof or (ii) for so long (but in no event beyond the tenth (10th) anniversary [***] of the Early Termination Date) as Rosetta Know-How incorporated therein remains material to the design, development, manufacture or use thereof and Agilent shall, for the duration of such period, pay to Rosetta commercially reasonable royalty on Net Revenues associated with the Royalty Bearing Portion of Resolver or any other software product offered for sale by Agilent incorporating such Rosetta Technology into the design, development, manufacture or use thereof. Upon the request of Agilent at any time after Rosetta shall no longer be offering for sale or selling Resolver, Rosetta shall provide Agilent the source code and related documentation therefor.