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jimtash

06/20/13 10:24 AM

#17481 RE: lakeshore555 #17480

What's the commercial trial run? Not in the GDX agreement but it is in the UNI.

jimtash

06/20/13 10:37 AM

#17482 RE: lakeshore555 #17480

Also a difference in the license grants. C and D are added on in the UNI agreement.

GDX:

2. License Grant


2.1 RXPC hereby grants to GCDx , and GCDx accepts , a right and license under the Li c ensed Know-how within the Territory to:



(a) use, make, have made, modify, import , export, distribute, market, advertise , offer for sale , sell and otherwise dispose of the Licensed Products;



(b) practice any process and method or use any apparatus in the manufacture of Licensed Products by or on behalf of GCDx; and


2.3 The Licenses are transferable only upon written approval by RXPC, although able to be sublicensed by GCDx, subject to the terms of this Agreement. RXPC will consider requests for transferability and will not unreasonably withhold approval of transfer provided such a transfer would not adversely affect the rights and obligations of RXPC .


2.4 The Licenses granted herein shall be limited to the Licensed Products, as set forth on Exhibit A . RXPC shall have the right to grant additional licenses utilizing the Licensed Patents or Licensed Patents, Licensed Know-How and/or Pending Patents, provided that such additional licenses do not directly compete with the Licensed Products.


UNI:


2.

License Grant


2.1

RXPC hereby grants to UNI, and UNI hereby accepts, a right, entitlement and license for the Licensed Products and under the Intellectual Property and Licensed Know-how within the Territory to:


(a)

use, make, have made, modify, import, export, distribute, market, advertise, offer for sale, repackage or relabel, sell and otherwise dispose of the Licensed Products;


(b)

practice any process and method or use any apparatus in the manufacture of Licensed Products and commercialisation of the Intellectual Property.


(c)

Notice of manufacture or modification of product by UNI or the sub-contracting of manufacture (including modification by sub-contractor) of licensed product outside of the United States must be sent to RXPC.


(d)

Notice of repackaging or relabeling of product must be sent to RXPC.


2.2

The Licenses are transferable only upon written approval by RXPC, although the Licenses are able to be sub-licensed by UNI, subject to the terms of this Agreement. RXPC will consider requests for transferability and will not unreasonably withhold approval of transfer provided such a transfer would not adversely affect the rights and obligations of RXPC.


2.3

The Licenses granted herein shall be limited to the Licensed Products, as set forth on Exhibit A. RXPC shall have the right to grant additional licenses utilising the Licensed Patents and Licensed Know-How provided that such additional licenses are exclusive in the Territory.