Common use of The Licensee’s Rights Clause in Contracts

The Licensee’s Rights. 3.1.1 Subject to the terms and conditions of this Agreement, the University hereby grants to the Licensee, and the Licensee hereby accepts, an exclusive license under the Licensed Technology, the Licensed Patents and the Licensed Patent Applications to make (including to have made on its behalf), use, offer to sell or sell (including to have sold on its behalf), offer to lease or lease (including to have leased on its behalf), import, or otherwise offer to dispose or dispose of Licensed Products in the Field of Use in the Territory. No provision of this Agreement is to be construed to grant the Licensee, by implication, estoppel or otherwise, any rights (other than the rights expressly granted it in this Agreement) to the Licensed Technology, a Licensed Patent or Licensed Patent Application, or to any other University-owned technology, patent applications, or patents. FORM OGC-401 Exclusive Patent License Agreement Form Date: 12.18.01 Revision Date: 03/04/2014 3.1.2 The Licensee shall not sublicense its rights under this Agreement, unless otherwise provided in section 7 of the EPLA. If so provided, the Licensee may sublicense its rights under this Agreement only as follows: the Licensee shall deliver to the University a true, correct, and redacted copy (provided that all rights, obligations, and financial provisions relating to the Licensed Patents and Licensed Patent Applications shall not be redacted) of the sublicense agreement or other agreement under which the Licensee purports or intends to grant such sublicense rights within ten (10) days after the entry into force of such agreement. The Licensee shall not enter into such agreement if the terms of the agreement are inconsistent in any respect with the terms of this Agreement, including without limitation, sections 5.2—5.5, 6.5, 8.3, 9.5, 10.4, and 11.

The Licensee’s Rights. For the avoidance of doubt, and notwithstanding any other provision of the Agreement to the contrary, the University acknowledges and agrees that: (i) the University and the Licensee are joint owners of the Invention(s), the Licensed Patents and the Patent Applications; (ii) at all times during and after the Term, the Licensee has the right to practice the Invention(s), and to grant licenses to practice the Invention(s) under Licensee’s joint ownership interest in the Licensed Patents and the Patent Applications, without the University’s consent and, except as set forth in section 11.2 of the EPLA during the Term, without accounting to the University; and (iii) the purpose of this Agreement is to grant the Licensee an exclusive license under the University’s joint ownership interest in the Invention(s), the Licensed Patents and the Patent Applications. 3.1.1 Subject to the terms and conditions of this Agreement, the University hereby grants to the Licensee, and the Licensee hereby accepts, an exclusive license under the Licensed Technology, University’s interest in the Licensed Patents and the Licensed Patent Applications Applications, to practice the Invention(s) in the Field of Use in the Territory, including, without limitation, to make (including to have made on its behalf), use, offer to sell, sell or sell (including to have sold on its behalf)sold, offer to lease or lease (including to have leased on its behalf)lease, import, or otherwise offer to dispose or dispose of any Licensed Products Technology in the Field of Use (including for the purpose of identifying and developing Identified Products) in the Territory. No Subject to the first paragraph of this section 3.1, no provision of this the Agreement is to be construed to grant the Licensee, by implication, estoppel or otherwise, any rights (other than the rights expressly granted it in this the Agreement) to the Licensed TechnologyInvention(s), a Licensed Patent or Licensed Patent Application, or to any other University-owned technology, patent applications, or patents. FORM OGC-401 Exclusive Patent License Agreement Form Date: 12.18.01 Revision Date: 03/04/2014. 3.1.2 The Licensee shall not have the right to sublicense its rights under this Agreementthe University’s interest in the Invention(s), unless otherwise provided in section 7 of the EPLALicensed Patents and the Patent Applications to its Affiliates and to third parties. If so provided, the Licensee may sublicense its rights under this Agreement only as follows: grants any such sublicense, then the Licensee shall deliver to the University a true, correct, and redacted complete copy (of the fully-executed sublicense agreement within 30 days after execution, provided that the Licensee may redact from such copies any proprietary scientific or business information that is not necessary to ascertain the Licensee’s compliance with the Agreement. Each such sublicense shall expressly state that it is subject in all rights, obligations, and financial provisions relating respects to the Licensed Patents applicable provisions of the Agreement and Licensed Patent Applications shall not be redacted) of the sublicense agreement contain any term or other agreement under which the Licensee purports or intends to grant such sublicense rights within ten (10) days after the entry into force of such agreement. The Licensee shall not enter into such agreement if condition that is inconsistent with the terms of the agreement are inconsistent in any respect with the terms of this Agreement, including without limitation, sections 5.2—5.55.2 - 5.6, 6.56.3, 8.3, 9.5, 10.4, and 1111.3. Any sublicense attempted to be made or made in violation of this subsection is void and constitutes an event of default under subsection 8.1.1 below.

The Licensee’s Rights. 3.1.1 Subject to the terms and conditions of this Agreement, the University hereby grants to the Licensee, and the Licensee hereby accepts, an exclusive license under the Licensed Technology, the Licensed Patents and the Licensed Patent Applications to make (including to have made on its behalf), use, offer to sell or sell (including to have sold on its behalf), offer to lease or lease (including to have leased on its behalf), import, or otherwise offer to dispose or dispose of Licensed Products in the Field of Use in the Territory. No provision of this Agreement is to be construed to grant the Licensee, by implication, estoppel or otherwise, any rights (other than the rights expressly granted it in this Agreement) to the Licensed Technology, a Licensed Patent or Licensed Patent Application, or to any other University-owned technology, patent applications, or patents. FORM OGC-401 Exclusive Patent License Agreement Form Date: 12.18.01 Revision Date: 03/04/201403/04/2014 A-3 CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 3.1.2 The Licensee shall not sublicense its rights under this Agreement, unless otherwise provided in section 7 of the EPLA. If so provided, the Licensee may sublicense its rights under this Agreement only as follows: the Licensee shall deliver to the University a true, correct, and redacted copy (provided that all rights, obligations, and financial provisions relating to the Licensed Patents and Licensed Patent Applications shall not be redacted) of the sublicense agreement or other agreement under which the Licensee purports or intends to grant such sublicense rights within ten (10) days after the entry into force of such agreement. The Licensee shall not enter into such agreement if the terms of the agreement are inconsistent in any respect with the terms of this Agreement, including without limitation, sections 5.2—5.5, 6.5, 8.3, 9.5, 10.4, and 1111.3. Any sublicense made in violation of this subsection is void and constitutes an event of default under subsection 8.1.1. For the avoidance of doubt, the Licensee may grant to sublicensees the right to grant further sublicenses to use the Licensed Technology but only for the purpose of breeding and/or manufacturing and/or selling Licensed Products.