Territory License Grant. As a condition of the appointment and the License grant, Licensee shall, as from the Effective Date of this Agreement, purchase from and make payment in cash to Reduct (the “Purchase” or “Purchases”) a number of 27 Reduct Probe Products by December 31, 2011 and a total cumulative number of 110 Probe Products by December 31, 2012 (the “Initial Period”). During the Initial Period, the License shall be non-exclusive and for the territories of North America, Australia, and South America (the “Territory”). Notwithstanding the above, if at any time up to and including December 31, 2012, Licensee Purchases a total cumulative number of 110 Reduct probes, the License shall immediately convert to an exclusive license for the duration of the Term (“Exclusive License Period”), provided that Licensee meets at any time from December 31, 2012 onwards, the cumulative minimum Probe Product purchase requirements on a semi-annual basis pursuant to Exhibit B hereof (“Exclusive License Purchase Requirements”). Notwithstanding the foregoing, Licensee’s orders on a quarterly basis shall not deviate from the Exclusive License Purchase Requirements to less than fifty percent (50%). Licensee shall correct such deviations, if any, in the subsequent quarter(s). If at any time following the Initial Period, Licensee does not meet the cumulative minimum Probe Product purchase requirements on a semi-annual basis pursuant to Exhibit B hereof, the License shall remain, or again become a non-exclusive license for the duration of the Term (the “Non-Exclusive License Period”). Both Parties acknowledge and agree that it shall not be the intent of Licensee to build up inventory of Probe Products in order to circumvent the spirit of this Agreement. 2 Therefore and except as agreed in writing otherwise, Licensee’s permitted stock shall not exceed the quarterly stock levels as set forth in Exhibit B. 1.2
Territory License Grant. Subject to the terms and conditions of this Agreement (including Duality’s retained rights in Section 2.4), Duality hereby grants to Licensee, during the Term, an exclusive (even as to Duality and its Affiliates), royalty-bearing license, with the right to sublicense through multiple tiers (in accordance with Section 2.2), under Duality Licensed IP to Develop, have Developed, Manufacture, have Manufactured, use, sell, offer for sale, import and otherwise Commercialize or have Commercialized or exploit the Licensed Products in the Field in the Territory.
Territory License Grant. Subject to the terms and conditions of this Agreement (including Duality’s retained rights in Section 2.4), Duality hereby grants and shall procure its Affiliates grant to Licensee and its Affiliates, during the Term, an exclusive (even as to Duality and its Affiliates), royalty-bearing license, with the right to sublicense through multiple tiers (in accordance with Section 2.2), under (i) Duality Licensed IP to Develop, have Developed, Manufacture, have Manufactured use, sell, offer for sale, import and otherwise Commercialize or have Commercialized or exploit the ADC Licensed Products in the Field in the Territory, and (ii) [***] In-Licensed IP to Develop, have Developed, Manufacture, have Manufactured, use, sell, offer for sale, import and otherwise Commercialize, have Commercialized or exploit the Sequence Licensed Products in the Field in the Territory.
Territory License Grant. Subject to the terms and conditions of this Agreement (including Duality’s retained rights in Section 2.4), Duality hereby grants and shall procure its Affiliates grant to Licensee and its Affiliates, during the Term, an exclusive (even as to Duality and its Affiliates), royalty-bearing license, with the right to sublicense through multiple tiers (in accordance with Section 2.2), under Duality Licensed IP to Develop, have Developed, Manufacture, have Manufactured, use, sell, offer for sale, import and otherwise Commercialize or have Commercialized or exploit the Licensed Compound or after Next Generation Option Exercise, the Next Generation Licensed Compound, and the Licensed Products in the Field in the Territory.
