AND SHALL MOVE
EXPEDITIOUSLY TO RESOLVE, ANY COMPLAINT BY A GOVERNMENTAL BODY RELEVANT TO
LICENSED PRODUCTS, EXCEPT FOR COMPLAINTS SUBJECT TO THE SECTION OF THIS
AGREEMENT ENTITLED "INFRINGEMENT."
2.5
CASE REPRESENTS AND WARRANTS THAT CASE HAS THE RIGHT TO LICENSE
THE PATENT RIGHTS TO LICENSEE UNDER THE TERMS PROVIDED IN THIS AGREEMENT AND
THAT CASE'S OBLIGATIONS TO HHMI DO NOT CONFLICT WITH THE LICENSES PROVIDED
HEREUNDER.
CASE RETAINS THE RIGHT TO GRANT EITHER EXCLUSIVE OR NON-EXCLUSIVE
LICENSES FOR THE LICENSED TECHNOLOGY IN FIELDS OF USE OTHER THAN THE FIELD OF
USE FOR WHICH THE LICENSE HEREUNDER IS GRANTED.
2.6
IF LICENSED TECHNOLOGY WAS SUPPORTED UNDER A UNITED STATES
GOVERNMENT FUNDING AGREEMENT, THEN (A) THE UNITED STATES GOVERNMENT HAS BEEN OR
WILL BE GRANTED LICENSING RIGHTS SOLELY AS REQUIRED UNDER THE TERMS OF THOSE
FEDERAL AGREEMENTS, (B) ALL RIGHTS AND OBLIGATIONS RESERVED TO THE UNITED STATES
GOVERNMENT AND OTHERS UNDER PUBLIC LAW 96-517, AND PUBLIC LAW 98-620 AND ANY
APPLICABLE GOVERNMENTAL RULES AND REGULATIONS, INCLUDING BUT NOT LIMITED TO
GOVERNMENT PURPOSE LICENSE AND MARCH-IN RIGHTS AND SHARING OF CERTAIN RESEARCH
MATERIALS, SHALL BE RESPECTED AND SHALL IN NO WAY BE DIMINISHED BY THIS
AGREEMENT AND ANY RIGHT GRANTED IN THIS AGREEMENT REGARDING LICENSED TECHNOLOGY
GREATER THAN THAT PERMITTED UNDER PUBLIC LAW 96-517 OR PUBLIC LAW 98-620, AND
ANY APPLICABLE GOVERNMENTAL RULES AND REGULATIONS, SHALL BE SUBJECT TO
MODIFICATION AS MAY BE REQUIRED TO CONFORM TO THE PROVISIONS OF THOSE STATUTES,
AND (C) PRODUCTS USING LICENSED TECHNOLOGY SOLD OR USED IN THE UNITED STATES
WILL BE MANUFACTURED SUBSTANTIALLY IN THE UNITED STATES OF AMERICA, UNLESS A
WAIVER HAS BEEN OBTAINED FROM THE FEDERAL FUNDING AGENCY UNDER WHOSE FUNDING
AGREEMENT THE LICENSED TECHNOLOGY WAS GENERATED.
2.7
NOTWITHSTANDING THE LICENSE GRANTED IN THIS AGREEMENT, CASE AND
HHMI AND ANY HEALTH CARE INSTITUTIONS AFFILIATED WITH EITHER OF THEM SHALL HAVE
AND RETAIN ALL RIGHTS TO USE, FREE OF CHARGE, THE LICENSED TECHNOLOGY FOR THEIR
NON-COMMERCIAL RESEARCH, CLINICAL RESEARCH TREATMENT (I.E. THE TREATMENT OF
PATIENTS AS PART OF A CLINICAL RESEARCH EFFORT TO DETERMINE THE EFFECTIVENESS,
SAFETY OR TOLERABILITY OF LICENSED TECHNOLOGY), EDUCATIONAL OR ACADEMIC
PURPOSES, EVEN IN THE FIELD OF USE, BUT NOT FOR LICENSING TO OTHERS.
THERE IS
NO RESTRICTION ON LICENSING BY CASE OF LICENSED TECHNOLOGY OUTSIDE THE FIELD OF
USE.
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.
4
2.8
CASE AND HHMI MAY HAVE IN THE PAST, AND SHALL HAVE THE RIGHT IN
THE FUTURE, TO PROVIDE LICENSED TECHNOLOGY TO ACADEMIC AND/OR NON-PROFIT HEALTH
CARE INSTITUTIONS FOR NON-COMMERCIAL RESEARCH, CLINICAL RESEARCH TREATMENT,
EDUCATIONAL, OR ACADEMIC PURPOSES.
NOTHING IN THIS AGREEMENT SHALL PROHIBIT
SUCH CONDUCT BY CASE OR HHMI OR USE FOR SUCH PURPOSES BY ACADEMIC OR NON-PROFIT
HEALTH CARE INSTITUTIONS RECEIVING LICENSED TECHNOLOGY FROM CASE OR HHMI.
FOR
THE AVOIDANCE OF CONFUSION, CASE MAY NOT, DURING THE TERM OF THIS AGREEMENT,
PERMIT ANY