definiens: ), agree as follows ( fully - capitalized terms are defined in ARTICLE VIII ): ARTICLE I LICENSE SECTION 1.1 Grant of License . RCT hereby grants to Licensee, and Licenseehereby accepts from RCT, a non - exclusive license under the LICENSED PATENTS tomake and have made, to USE, to SELL, to offer to SELL, and to import LICENSEDPRODUCTS in the LICENSED TERRITORY for any use free from suit by RCT forinfringement of the PATENT CLAIMS in the LICENSED TERRITORY . No license orrights are granted or implied under any patent application or patent not aLICENSED PATENT . The foregoing license does not in any way include the licenseor right to SELL or offer to SELL ( or export out of the LICENSED TERRITORY ): ( a)any PROTEIN PRODUCT ; or ( b ) any GENE, GENE construct, or any cell transfectedwith a GENE that is intended for use in the in vivo production of protein in anynon - human animal, or the production of a PROTEIN PRODUCT . Licensee covenantsthat its activities under this Agreement shall be so limited . Licensee shallhave neither the right nor the power to grant sublicenses except as provided inSECTION 1.2 below