definiens: shall mean that the rights granted hereunder shall be exclusive to LAB CORP and each of its Affiliates and sub - licensees in the Field except for the right of EXACT and each of its Affiliates ( i ) to use the Technology for any commercial purpose prior to the Commercial Launch Date and thereafter subject to the prior written approval of LAB CORP ( which approval may be granted or denied at LABCORP 's sole discretion ) ; ( ii ) to license the Technology to other commercial and research organizations for Research Purposes ; ( iii ) to grant a non - transferable, non - sub licensable license to the Technology to the entities and their Affiliates listed on Schedule 2 for commercial or Research Purposes ( including clinical trials ), provided such license is subject to a royalty rate that is at least 5 % greater than the then - current rate charged to LABCORP for Assays ; ( iv ) subject to the prior written approval of LAB CORP, which approval may be granted or denied at LABCORP 's sole discretion, to license the Technology to other commercial and research organizations for commercial purposes ; and ( v ) to perform and have performed research and clinical studies for EXACT 's Research Purposes, including working with a Person for the development and testing of an Approved Kit