License to Licensor. Subject to Licensor’s compliance with the provisions of Section 4.4 below, Licensee hereby grants Licensor a limited, non-exclusive, and non-transferable right and license to access, use, modify, analyze, maintain, process, and create derivative works of the Data for the sole purposes of: (i) enabling Licensor to perform its obligations hereunder; (ii) updating, upgrading, modifying, extending, enhancing, and improving the Licensed Materials; (iii) customization of an implant, custom implant tools, advance planning of implant procedures, matching of implants with patient anatomy for procedure for the applicable patient and analysis related to implant outcomes, and related health care operations, such as for purposes of statistical analysis, future implant design, reference, research, data analysis, and software improvement), and (iv) assisting Licensor in the development of its other software products outside of the Field of Use. Notwithstanding the foregoing, in no event may Licensor sell, distribute, rent, lease, license, or transfer the Data in whole or in part, and will at all times treat the Data as Confidential Information of Licensee. Additionally, Licensee acknowledges and agrees that Licensor shall have the right during the Term and at any time thereafter to use any De-identified Data (as defined in Section 4.5) for Licensor’s internal business purposes, including commercialization thereof, whether or not in the Field of Use. For the avoidance of doubt, the use of any De-identified Data of the Data shall not be deemed Data.
Appears in 2 contracts
Sources: Software License Agreement (Shoulder Innovations, Inc.), Software License Agreement (Shoulder Innovations, Inc.)