Co-Exclusive License Clause Samples

Co-Exclusive License. (a) Subject to Section 4(c), SubCo 1, on behalf of itself and its Affiliates, hereby grants to New SubCo and each other wholly-owned Subsidiary of Forward Pharma (other than SubCo 1) an irrevocable and perpetual (but subject to Section 4(c)), royalty-free and fully paid-up co-exclusive license to make any and all use of the U.S. Licensed Intellectual Property in the United States, with the right to sublicense, transfer or assign as set forth in Section 3.01 of the License Agreement (the “New SubCo Co-Exclusive Rights”). The New SubCo Co-Exclusive Rights are and shall be co-exclusive with the Co-Exclusive U.S. License granted to the U.S. Licensee and its Affiliates pursuant to Section 3.01 of the License Agreement (it being understood that (i) New SubCo and each other wholly-owned Subsidiary of Forward Pharma (other than SubCo 1) shall have the same right to make any and all use of the U.S. Licensed Intellectual Property in the United States in accordance with Section 3.01 of the License Agreement as held by Forward Pharma and its wholly-owned Subsidiaries prior to entering into the Restructuring Agreements and (ii) nothing herein shall be construed as limiting the scope of the Co-Exclusive U.S. License granted to the U.S. Licensee and its Affiliates pursuant to Section 3.01 of the License Agreement). (b) For the avoidance of doubt, and notwithstanding anything to the contrary herein, (i) the New SubCo Co-Exclusive Rights granted to New SubCo and each other wholly-owned Subsidiary of Forward Pharma hereunder shall not be construed to constitute an assignment of New SubCo’s rights to the U.S. Licensed Intellectual Property for the purposes of Article III of the License Agreement and (ii) New SubCo shall have the right on one occasion to assign the New SubCo Co-Exclusive Rights, in whole, but not in part, to a single Third Party, who shall have no additional right to assign or sublicense such rights (except to its wholly-owned Subsidiaries) but shall have the right to authorize contractors to perform services (as contemplated by Section 3.01 of the License Agreement) for such assignee, with such right vesting as and when contemplated under Article III of the License Agreement. (c) The New SubCo Co-Exclusive Rights shall automatically terminate and cease to exist as of the Exclusive U.S. License Effective Date.

Co-Exclusive License. From and after the Amendment No. 2 Effective Date, (a) the Sarepta License under Section 2.1(b) (License Grant to Sarepta) will be limited by and subject to BioMarin’s co-exclusive right (co-exclusive with Sarepta) to practice and exploit the Licensed IP in the Territory in all fields of use during the remainder of the Term, subject to the terms of this Agreement, (b) the royalties payable to BioMarin on Net Sales of Royalty Bearing Products will be reduced beginning on July 1, 2022, as set forth in Section 4.4.1 (Royalty Rates), and (c) the definitions of “Royalty Bearing Product” in Section 1.77 (Royalty Bearing Product) and “Royalty Term” in Section 1.78 (Royalty Term) will be automatically replaced by the following definitions, respectively, beginning on July 1, 2022 for all purposes of this Agreement:

Co-Exclusive License. Purchaser and Seller acknowledge and agree that the licenses granted herein permit both Purchaser and Seller and their respective Subsidiaries to sell or distribute through dealers or sell direct to end-users, without requirement for any additional license to the Assigned Patents, any product which is made by, made for (by a contract manufacturer), used by, designed by, or sold by such Party or its Subsidiaries (“Co-Exclusive License”), subject to the Royalty Payments of Section 2.3(b)(4) below to be paid by Seller to Purchaser.

Co-Exclusive License. SBio grants to Perk▇▇-▇▇▇▇▇ ▇ co-exclusive license under the Licensed Patents to use Licensed Product(s) in the Licensed Field, including the right to grant a sublicense to customers to use Licensed Product(s), subject to the exclusion of Section 5.4.3.

Co-Exclusive License. The Licenses permit both SurgiLight and Biolase and their respective Subsidiaries to sell or distribute through dealers or sell direct to end-users, without requirement for any additional license to the Patents, any product which is made by, made for (by a contract manufacturer), used by, designed by, or sold by such Party or its Subsidiaries. The Co-exclusive License will exclude certain foreign countries in the jurisdictions listed in Appendix D until the earlier of the date set forth for such jurisdiction on Appendix D or the expiration or termination of current exclusive distribution agreements signed by SurgiLight in such jurisdiction, at which time such exclusion to Biolase’s license rights shall be eliminated in such countries. For the avoidance of doubt, SurgiLight shall have the right to continue to license dealers for distribution on a non-exclusive basis of any product which is made by, made for (by a contract manufacturer), used by, designed by or sold by SurgiLight or its Subsidiaries. Both Parties agree that they may contract with multiple foreign and regional U.S. distributors, but will contract with no more than one U.S. national distributor, with respect to products in the Presbyopia Field of Use.