Common use of XXXXXX System Clause in Contracts

XXXXXX System. In the event Rosetta shall terminate this agreement pursuant to Section 10.2, all rights granted to Agilent by Rosetta hereunder in respect of the Xxxxxx System (other than the right to use the Xxxxxx System for internal purposes) shall terminate and expire as of the Early Termination Date. To the extent any Rosetta Technology is incorporated into the design, development, manufacture or use of the Xxxxxx System or any Component thereof as of the Early Termination Date, Agilent shall have, and Rosetta hereby grants to Agilent, a worldwide (outside of [***]), non-exclusive, irrevocable license in, to and under the Rosetta Technology to manufacture, market, offer for sale, sell and support the Xxxxxx System or any Component thereof, for the later of (i) the duration of the term of any valid patent within the Rosetta Patents covering the design, manufacture or use of the Xxxxxx System or any Component thereof or (ii) for so long (but in no event beyond the [***] of the Early Termination Date) as Rosetta Know-How incorporated therein remains material to the design, development, manufacture or use thereof, and if on or prior to such date Agilent shall have agreed or otherwise paid to Rosetta a royalty with respect to Rosetta Technology incorporated into the design, development, manufacturing or use of the Xxxxxx System, Agilent shall, for the duration of such period, pay to Rosetta a royalty equal to [***] times the royalty (calculated on a percentage basis) paid to Rosetta in connection with Net Revenues associated with the Royalty Bearing Portion of any Xxxxxx System taking into account the Rosetta Technology so incorporated (as evidenced by the royalty rate in effect as of the Early Termination Date); 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, all rights granted to Rosetta by Agilent hereunder in respect of the Xxxxxx System (other than the right to use the Xxxxxx System for internal purposes) shall terminate and expire as of the Early Termination Date. To the extent any Rosetta Technology is incorporated into the design, development, manufacture or use of the Xxxxxx System or any Component thereof as of the Early Termination Date, Agilent shall have, and Rosetta hereby grants to Agilent, a worldwide, non-exclusive, irrevocable license in, to and under Rosetta Technology to manufacture, market, offer for sale, sell and support the Xxxxxx System and any Component thereof, for the later of (i) the duration of the term of any valid patent within the Rosetta Patents covering the design, manufacture or use of the Xxxxxx System or any Component thereof or (ii) for so long (but in no event beyond the [***] of the Early Termination Date) as Rosetta Know-How incorporated therein remains material to the design, development, manufacture or use thereof, and if on or prior to such date Agilent shall have agreed or otherwise paid to Rosetta a royalty with respect to Rosetta Technology incorporated into the design, development, manufacture or use of the Xxxxxx System, Agilent shall, for the duration of such period, pay Rosetta a royalty equal to [***] of the royalty (calculated on a percentage basis) required to be paid to Rosetta in connection with Net Revenues associated with the Royalty Bearing Portion of any Xxxxxx System taking into account the Rosetta Technology so incorporated (as evidenced by the royalty * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. rate in effect as of the Early Termination Date); 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.

XXXXXX System. In the event Rosetta shall terminate this agreement pursuant to Section 10.2, all rights granted to Agilent by Rosetta hereunder in respect of the Xxxxxx System (other than the right to use the Xxxxxx System for internal purposes) shall terminate and expire as of the Early Termination Date. To the extent any Rosetta Technology is incorporated into the design, development, manufacture or use of the Xxxxxx System or any Component thereof as of the Early Termination Date, Agilent shall have, and Rosetta hereby grants to Agilent, a worldwide (outside of [***]), non-exclusive, irrevocable license in, to and under the Rosetta Technology to manufacture, market, offer for sale, sell and support the Xxxxxx System or any Component thereof, for the later of (i) the duration of the term of any valid patent within the Rosetta Patents covering the design, manufacture or use of the Xxxxxx System 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 if on or prior to such date Agilent shall have agreed or otherwise paid to Rosetta a royalty with respect to Rosetta Technology incorporated into the design, development, manufacturing or use of the Xxxxxx System, Agilent shall, for the duration of such period, pay to Rosetta a royalty equal to [***] times the royalty (calculated on a percentage basis) paid to Rosetta in connection with Net Revenues associated with the Royalty Bearing Portion of any Xxxxxx System taking into account the Rosetta Technology so incorporated (as evidenced by the royalty rate in effect as of the Early Termination Date); 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, all rights granted to Rosetta by Agilent hereunder in respect of the Xxxxxx System (other than the right to use the Xxxxxx System for internal purposes) shall terminate and expire as of the Early Termination Date. To the extent any Rosetta Technology is incorporated into the design, development, manufacture or use of the Xxxxxx System or any Component thereof as of the Early Termination Date, Agilent shall have, and Rosetta hereby grants to Agilent, a worldwide, non-exclusive, irrevocable license in, to and under Rosetta Technology to manufacture, market, offer for sale, sell and support the Xxxxxx System and any Component thereof, for the later of (i) the duration of the term of any valid patent within the Rosetta Patents covering the design, manufacture or use of the Xxxxxx System 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 if on or prior to such date Agilent shall have agreed or otherwise paid to Rosetta a royalty with respect to Rosetta Technology incorporated into the design, development, manufacture or use of the Xxxxxx System, Agilent shall, for the duration of such period, pay Rosetta a royalty equal to [***] of the royalty (calculated on a percentage basis) required to be paid to Rosetta in connection with Net Revenues associated with the Royalty Bearing Portion of any Xxxxxx System taking into account the Rosetta Technology so incorporated (as evidenced by the royalty * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. rate in effect as of the Early Termination Date); 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.

XXXXXX System. In On the event Rosetta shall terminate this agreement pursuant to Section 10.2Expiration Date, all rights granted to Rosetta by Agilent by Rosetta hereunder in respect of the Xxxxxx System (other than the right to use the Xxxxxx System for internal purposes, including the right to use the Xxxxxx System in providing commercial services to Third Parties) shall terminate and expire as of the Early Termination Dateexpire. To the extent any Rosetta Technology is incorporated into the design, development, manufacture or use of the Xxxxxx System or any Component thereof as of the Early Termination Expiration Date, Agilent shall have, and Rosetta hereby grants to Agilent, a worldwide (outside of [***])worldwide, non-exclusive, irrevocable license in, to and under the Rosetta Technology to develop, use, manufacture, market, offer for sale, sell and support the Xxxxxx System or and any Component thereof, thereof for the later of (i) the duration of the term of any valid patent within the Rosetta Patents covering the design, manufacture or use of the Xxxxxx System or any Component thereof or (ii) for so long (but in no event beyond the [***] tenth (10th) anniversary of the Early Termination Date) as any Rosetta Know-How incorporated therein remains is material to the design, development, manufacture or use thereof, and if on or prior to such date Agilent shall have agreed or otherwise paid to Rosetta a royalty with respect to Rosetta Technology incorporated into the design, development, manufacturing or use of the Xxxxxx System, Agilent shall, for the duration of such period, pay to Rosetta a royalty equal to [***] times the royalty (calculated on a percentage basis) paid to Rosetta in connection with Net Revenues associated with the Royalty Bearing Portion of any Xxxxxx System taking into account the Rosetta Technology so incorporated (as evidenced by the royalty rate in effect as of the Early Termination Date); 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, all rights granted to Rosetta by Agilent hereunder in respect of the Xxxxxx System (other than the right to use the Xxxxxx System for internal purposes) shall terminate and expire as of the Early Termination Date. To the extent any Rosetta Technology is incorporated into the design, development, manufacture or use of the Xxxxxx System or any Component thereof as of the Early Termination Date, Agilent shall have, and Rosetta hereby grants to Agilent, a worldwide, non-exclusive, irrevocable license in, to and under Rosetta Technology to manufacture, market, offer for sale, sell and support the Xxxxxx System and any Component thereof, for the later of (i) the duration of the term of any valid patent within the Rosetta Patents covering the design, manufacture or use of the Xxxxxx System or any Component thereof or (ii) for so long (but in no event beyond the [***] of the Early Termination Date) as Rosetta Know-How incorporated therein remains material to the design, development, manufacture or use thereof, and if on or prior to such date Agilent shall have agreed or otherwise paid to Rosetta a royalty with respect to Rosetta Technology incorporated into the design, development, manufacture or use of the Xxxxxx System, Agilent shall, for the duration of such period, pay Rosetta a commercially reasonable royalty equal to [***] of the royalty (calculated on a percentage basis) required to be paid to Rosetta in connection with Net Revenues associated with the Royalty Bearing Portion of any the Xxxxxx System taking into account the Rosetta Technology so incorporated (as evidenced by the royalty * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. rate in effect as of the Early Termination Expiration Date); 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.

XXXXXX System. In On the event Rosetta shall terminate this agreement pursuant to Section 10.2Expiration Date, all rights granted to Rosetta by Agilent by Rosetta hereunder in respect of the Xxxxxx System (other than the right to use the Xxxxxx System for internal purposes, including the right to use the Xxxxxx System in providing commercial services to Third Parties) shall terminate and expire as of the Early Termination Dateexpire. To the extent any Rosetta Technology is incorporated into the design, development, manufacture or use of the Xxxxxx System or any Component thereof as of the Early Termination Expiration Date, Agilent shall have, and Rosetta hereby grants to Agilent, a worldwide (outside of [***])worldwide, non-exclusive, irrevocable license in, to and under the Rosetta Technology to develop, use, manufacture, market, offer for sale, sell and support the Xxxxxx System or and any Component thereof, thereof for the later of (i) the duration of the term of any valid patent within the Rosetta Patents covering the design, manufacture or use of the Xxxxxx System or any Component thereof or (ii) for so long (but in no event beyond the [***] of the Early Termination Date) as any Rosetta Know-How incorporated therein remains is material to the design, development, manufacture or use thereof, and if on or prior to such date Agilent shall have agreed or otherwise paid to Rosetta a royalty with respect to Rosetta Technology incorporated into the design, development, manufacturing or use of the Xxxxxx System, Agilent shall, for the duration of such period, pay to Rosetta a royalty equal to [***] times the royalty (calculated on a percentage basis) paid to Rosetta in connection with Net Revenues associated with the Royalty Bearing Portion of any Xxxxxx System taking into account the Rosetta Technology so incorporated (as evidenced by the royalty rate in effect as of the Early Termination Date); 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, all rights granted to Rosetta by Agilent hereunder in respect of the Xxxxxx System (other than the right to use the Xxxxxx System for internal purposes) shall terminate and expire as of the Early Termination Date. To the extent any Rosetta Technology is incorporated into the design, development, manufacture or use of the Xxxxxx System or any Component thereof as of the Early Termination Date, Agilent shall have, and Rosetta hereby grants to Agilent, a worldwide, non-exclusive, irrevocable license in, to and under Rosetta Technology to manufacture, market, offer for sale, sell and support the Xxxxxx System and any Component thereof, for the later of (i) the duration of the term of any valid patent within the Rosetta Patents covering the design, manufacture or use of the Xxxxxx System or any Component thereof or (ii) for so long (but in no event beyond the [***] of the Early Termination Date) as Rosetta Know-How incorporated therein remains material to the design, development, manufacture or use thereof, and if on or prior to such date Agilent shall have agreed or otherwise paid to Rosetta a royalty with respect to Rosetta Technology incorporated into the design, development, manufacture or use of the Xxxxxx System, Agilent shall, for the duration of such period, pay Rosetta a commercially reasonable royalty equal to [***] of the royalty (calculated on a percentage basis) required to be paid to Rosetta in connection with Net Revenues associated with the Royalty Bearing Portion of any the Xxxxxx System taking into account the Rosetta Technology so incorporated (as evidenced by the royalty * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. rate in effect as of the Early Termination Expiration Date); 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.