TO THE EXTENT THE
LABORATORY DETERMINES THAT ANY SAMPLES ARE UNUSABLE SAMPLES (I) GEISINGER SHALL
HAVE THE RIGHT TO PROVIDE A REMEDY IN ACCORDANCE WITH SECTION 3.2(D)(III), OR
(II) THE COMPENSATION SHALL BE ADJUSTED IN ACCORDANCE WITH TERMS SET FORTH IN
SECTION 3.2(D)(IV) SHALL APPLY.
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 Securities Exchange Act of 1934,
as amended.
9
3.6
RETURN OF SAMPLES.
INTERLEUKIN SHALL USE THE
SAMPLES SOLELY FOR THE PERFORMANCE OF THE STUDY UNDER THE PROTOCOL. INTERLEUKIN
WILL NOT TRANSFER THE SAMPLES TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN
CONSENT OF GEISINGER FROM AN AUTHORIZED SIGNER.
AT THE EXPIRATION OF THE TERM,
INTERLEUKIN WILL RETURN ANY UNUSED SAMPLES TO GEISINGER THAT ARE NOT SUBJECT TO
A CONTINUING COMMERCIAL LICENSE UNDER THIS AGREEMENT (FOR THE PURPOSES OF
VALIDATION OF STUDY RESULTS IN THE STUDY FIELD), UNLESS OTHERWISE DIRECTED IN
WRITING BY AN AUTHORIZED SIGNER OF GEISINGER.
ARTICLE 4 - OWNERSHIP OF STUDY RESULTS
4.1
INTERLEUKIN SHALL HAVE SOLE AND EXCLUSIVE
OWNERSHIP OF ALL RIGHT, TITLE AND INTEREST IN AND TO ANY AND ALL STUDY RESULTS
ARISING FROM THE CONDUCT OF THE STUDY USING DESIGNATED BIOMARKERS (THE
"DESIGNATED BIOMARKER STUDY RESULTS").
4.2
INTERLEUKIN AND GEISINGER WILL JOINTLY OWN
ANY AND ALL STUDY RESULTS ARISING FROM THE CONDUCT OF THE STUDY USING APPROVED
RESTRICTED BIOMARKERS (THE "APPROVED RESTRICTED BIOMARKER STUDY RESULTS").
ARTICLE 5 - LICENSE RIGHTS
5.1
LIMITED LICENSE TO SAMPLES AND CLINICAL
CONTENT.
GEISINGER HEREBY GRANTS TO INTERLEUKIN A LIMITED, NON-EXCLUSIVE,
LICENSE TO USE THE SAMPLES AND THE CLINICAL CONTENT FOR THE SOLE PURPOSE OF
CONDUCTING THE STUDY IN ACCORDANCE WITH PROCEDURES SET FORTH IN THIS AGREEMENT
AND THE PROTOCOL.
5.2
CROSS-LICENSES.
EACH PARTY HEREBY GRANTS TO
THE OTHER PARTY A NON-EXCLUSIVE, NON-TRANSFERABLE, ROYALTY-FREE, PAID-UP
LICENSE, WITHOUT THE RIGHT TO GRANT SUBLICENSES, TO USE STUDY TECHNOLOGY
DEVELOPED BY IT AS A RESULT OF THE CONDUCT OF THE STUDY FOR THE SOLE PURPOSE OF
ENABLING SUCH OTHER PARTIES TO FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT AND
THE PROTOCOL.
5.3
NON-EXCLUSIVITY.
INTERLEUKIN ACKNOWLEDGES
AND AGREES THAT THE LIMITED LICENSES PROVIDED TO INTERLEUKIN BY GEISINGER
PURSUANT TO THIS AGREEMENT WILL NOT AND DOES NOT RESTRICT GEISINGER'S RIGHT TO
CONDUCT RESEARCH WITH, OR DISTRIBUTE, BIOLOGICAL MATERIAL THAT IS IDENTICAL TO
THE SAMPLES AND/OR THE CLINICAL CONTENT TO ANY THIRD PARTY.
5.4
COMMERCIAL LICENSE.
(A)
COMMERCIAL LICENSE GRANT.
THE PARTIES
RECOGNIZE THAT INTERLEUKIN MUST OBTAIN A COMMERCIAL LICENSE FROM GEISINGER IF IT
WISHES MAKE, USE, MARKET OR SELL, OR CONDUCT ANY COMMERCIAL ACTIVITIES WITH THE
PRODUCT. AS OF THE EFFECTIVE DATE, GEISINGER HEREBY GRANTS TO INTERLEUKIN AN
EXCLUSIVE, WORLDWIDE, ROYALTY-FREE, FULLY-PAID LICENSE, WITH THE RIGHT TO
SUBLICENSE TO USE DESIGNATED BIOMARKER STUDY RESULTS IN THE STUDY FIELD TO
DEVELOP, HAVE DEVELOPED, MAKE, HAVE MADE, MARKET,
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