ROYALTY BEARING, WORLD-WIDE RIGHT AND LICENSE UNDER AND TO THE
LICENSED TECHNOLOGY TO MAKE, HAVE MADE, USE AND DISPOSE OF LICENSED PRODUCTS IN
THE FIELD OF USE AND (II) A NON-EXCLUSIVE, WORLD-WIDE, ROYALTY FREE RIGHT AND
LICENSE UNDER AND TO THE LICENSED TECHNOLOGY FOR INTERNAL RESEARCH AND
DEVELOPMENT PURPOSES IN THE FIELD OF USE.
2.2
NO RIGHT TO SUBLICENSE THE LICENSED TECHNOLOGY IS HEREBY GRANTED
TO LICENSEE EXCEPT THAT LICENSEE MAY SUBLICENSE TO (I) PRODUCT SUBLICENSEES TO
THE EXTENT NECESSARY TO ENABLE PRODUCT SUBLICENSEES TO MAKE AND/OR DISPOSE OF
LICENSED PRODUCTS WITHIN THE FIELD OF USE; (II) CUSTOMERS TO THE EXTENT
NECESSARY FOR THEIR PERSONAL USE OF A LICENSED PRODUCT; OR (III) OTHER ENTITIES
WITH THE SPECIFIC AGREEMENT OF CASE.
2.2.1
LICENSEE UNDERSTANDS THAT ANY SUBLICENSES GRANTED BY LICENSEE TO
ENTITIES OTHER THAN CUSTOMERS (EVEN THOUGH THE SPECIFIC AGREEMENT BY CASE TO
SUCH A SUBLICENSE HAS BEEN OBTAINED) MUST PROVIDE THAT THE OBLIGATIONS TO CASE
AND HHMI (AS A THIRD-PARTY BENEFICIARY) UNDER THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO, INDEMNIFICATION, INSURANCE, HHMI'S THIRD PARTY BENEFICIARY STATUS,
AND PROCEDURES FOR DISPUTE RESOLUTION SHALL BE BINDING UPON SUCH SUBLICENSEE AS
IF IT WERE A PARTY TO THIS AGREEMENT AND THAT THE ECONOMIC RETURN TO CASE FROM
THE DISPOSITION OF LICENSED PRODUCTS BE NOT LESS THAN THE ECONOMIC RETURNS WOULD
BE IF SUCH DISPOSITION HAD BEEN BY LICENSEE.
IN ADDITION, ANY SUBLICENSE
AGREEMENT SHALL PROVIDE FOR AUTOMATIC ASSIGNMENT TO CASE IN THE EVENT OF
TERMINATION OF LICENSEE'S LICENSE TO THE LICENSED TECHNOLOGY (PRIOR TO
EXPIRATION OF THIS AGREEMENT).
LICENSEE SHALL BE RESPONSIBLE FOR THE ACTS OR
OMISSIONS OF ITS SUBLICENSEES AND SHALL NOT GRANT ANY RIGHTS WHICH ARE
INCONSISTENT WITH THE RIGHTS GRANTED TO AND OBLIGATIONS OF LICENSEE HEREUNDER.
ANY ACT OR OMISSION OF A SUBLICENSEE THAT WOULD BE A BREACH OF THIS LICENSE
AGREEMENT IF PERFORMED BY LICENSEE SHALL BE
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT; [*] DENOTES
OMISSIONS.
3
DEEMED TO BE A BREACH OF THIS LICENSE AGREEMENT BY LICENSEE IF SUCH BREACH IS
NOT CURED BEFORE 180 DAYS.
EACH SUBLICENSE AGREEMENT GRANTED BY LICENSEE SHALL
INCLUDE AN AUDIT RIGHT BY CASE OF THE SAME SCOPE AS PROVIDED HEREIN BELOW WITH
RESPECT TO LICENSEE.
NO SUCH SUBLICENSE AGREEMENT SHALL CONTAIN ANY PROVISION
WHICH WOULD CAUSE IT TO EXTEND BEYOND THE TEAM OF THIS AGREEMENT.
LICENSEE
SHALL GIVE CASE PROMPT NOTIFICATION OF THE IDENTITY AND ADDRESS OF EACH
SUBLICENSEE WITH WHOM IT CONCLUDES A SUBLICENSE AGREEMENT AND SHALL SUPPLY CASE
WITH A COPY OF EACH SUCH SUBLICENSE AGREEMENT.
2.3
NO PROVISION OF THIS AGREEMENT SHALL RESTRICT LICENSEE'S, CASE'S
AND/OR HHMI'S ABILITY TO CONDUCT FURTHER RESEARCH AND DEVELOPMENT IN THE AREA OF
LICENSED TECHNOLOGY OR OTHER AREAS.
2.4
ALL LICENSED PRODUCTS SHALL BE MANUFACTURED, SOLD AND PERFORMED BY
LICENSEE IN COMPLIANCE WITH ALL APPLICABLE GOVERNMENTAL LAWS, RULES AND
REGULATIONS.
LICENSEE SHALL KEEP CASE FULLY INFORMED OF,