Common use of Licensed Data Clause in Contracts

Licensed Data. Client may receive Services and/or access to data products that are: (a) compiled, created, or generated using Company’s proprietary databases; (b) licensed to Company directly; (c) licensed to Client where Company acts in the capacity of a database licensee; (d) syndicated reports and analyses based on sales forces or data components; (e) customized research and reports; and/or (f) consulting or analytical services. These data products, together with all related Deliverables in whatever media provided, whether now known or hereinafter developed, and including any Company data derived therefrom (but excluding Derivative Works (as defined below)) shall be collectively referred to as the “Licensed Data.” Licensed Data shall (i) at all times during the Term meet the specifications set forth in Exhibit A; (ii) at all times during the Term include all data field content received by Company from original sources of Licensed Data without modification other than as required by Law and to QC (including with respect to field value normalization) and deduplicate (it being understood that any ETL process employed by Company will not otherwise reduce such original data field content) as set forth in the data layout illustrated in Exhibit A-Attachment A to this Agreement; (iii) as of the Effective Date, include all prescription and medical transaction data and all EMR Data (as defined below) available to Company to license to Company’s customers; and (iv) at all times during the Term, except with respect to Additional Licensed Data (as defined below) that Client elects not to license hereunder, include all prescription and medical transaction data and all EMR Data then-available to Company to license to Company’s customers, and in no event less than the prescription and medical transaction data and EMR Data licensed by Company to other parties licensing such data. Company grants to Client and its successors and assigns a non-transferable (except as expressly set forth herein), non-exclusive, non-sublicensable (except as expressly set forth herein), limited right and license to use such Licensed Data solely in accordance with this Agreement. All licenses described in this Agreement are subject to Client’s compliance with the terms and conditions of this Agreement and payment of any undisputed amounts due.