Common use of Except for Non Clause in Contracts

Except for Non. Material Licenses entered into in the standard course, neither Licensor nor any of its Affiliates has previously entered into any agreement, whether written or oral, with respect to the assignment, transfer, license, conveyance or encumbrance of, or otherwise assigned, transferred, licensed, conveyed or encumbered its right, title, or interest in or to the Existing Patents, Licensor Background Know-How, Regulatory Documentation, the Licensed Antibody, or the Licensed Products (including by granting any covenant not to ▇▇▇ with respect thereto) or any Patent or other intellectual property or proprietary right or Information that would be an Existing Patent, Licensor Background Know-How, or Regulatory Documentation but for such assignment, transfer, license, conveyance, or encumbrance. As used herein and in Section 10.2.3 above, “Non-Material License(s)” means material transfer agreements, agreements with contract research organizations, clinical trial site agreements, contract manufacturing agreements and similar agreements, in each case that do not contain any licenses granted by Licensor except for non-exclusive licenses to its Affiliates or to Third Parties, which grants do not include the right to Commercialize a Licensed Antibody or Licensed Product, are for purposes limited to the conduct of the agreement, and do not preclude AbbVie from exercising the licenses granted to AbbVie hereunder. To Licensor’s Knowledge, all Non-Material Licenses (or the template on which such agreement was based) have been provided or made available to AbbVie prior to the Execution Date.