Common use of Syndicate Formation and Limitations Clause in Contracts

Syndicate Formation and Limitations. It is anticipated that Aurora may seek to collaborate with, develop and supply to, and/or grant certain license rights to Third Parties with respect to the development, use and/or supply of a UHTSS to such Third Party. Notwithstanding the foregoing, Aurora covenants and agrees that, so long as BMS is not in default of any payment obligation hereunder and has not terminated its participation in the development of the UHTSS, then, until the date that is *** following the date that BMS shall have accepted a fully operational, complete UHTSS pursuant to section 2.1.3., Aurora will not, without BMS' prior written consent, (A) enter into agreements with more than *** Third Parties (i) under which Auro▇▇ ▇▇▇▇▇ ▇ ▇icense rights to such Third Party to use the Aurora UHTSS Patent Rights or Copyrights or Aurora UHTSS Technology rights so that such Third Party may make or use any ultra- *** CONFIDENTIAL TREATMENT REQUESTED 21 25 high throughput screening system similar to the UHTSS, and/or (ii) under which Aurora will develop, sell (whether by purchase, financial lease, lease with option to purchase, or otherwise), and/or supply, whether (or not) in collaboration with such Third Party or otherwise, any ultra-high throughput screening system similar to the UHTSS to such Third Party, and (B) enter into any operating lease for a UHTSS with a Third Party or license any Aurora UHTSS Technology or Aurora UHTSS Patent Rights to a Third Party in order to allow such Third Party to build its own UHTSS without infringing such rights. Subject to section 2.1.10 (where applicable), nothing in this section 2.1.9 is intended to limit or restrict: - the number of parties to whom Aurora may supply or grant licenses with respect to any Reporters, the Aurora Reporter System Patent Rights, or the Aurora Reporter System Technology, and/or - Aurora's ability to provide screening services using the Aurora Patent Rights and Aurora Technology to Third Parties, provided that such screening services do not involve a screen that is exclusive to BMS under section 3.1.2 hereof or otherwise conflict with any provisions of this Agreement. *** *** CONFIDENTIAL TREATMENT REQUESTED 22 26 *** *** CONFIDENTIAL TREATMENT REQUESTED

Syndicate Formation and Limitations. It is anticipated that Aurora may seek to collaborate with, develop and supply to, and/or grant certain license rights to Third Parties with respect to the development, use and/or supply of a UHTSS to such Third Party. Notwithstanding the foregoing, Aurora covenants and agrees that, so long as BMS is not in default of any payment obligation hereunder and has not terminated its participation in the development of the UHTSS, then, until the date that is *** following the date that BMS shall have accepted a fully operational, complete UHTSS pursuant to section 2.1.3., Aurora will not, without BMS' prior written consent, (A) enter into agreements with more than *** Third Parties (i) under which Auro▇▇ ▇▇▇▇▇ ▇ ▇icense rights to such Third Party to use the Aurora UHTSS Patent Rights or Copyrights or Aurora UHTSS Technology rights so that such Third Party may make or use any ultra- *** CONFIDENTIAL TREATMENT REQUESTED 21 25 23 high throughput screening system similar to the UHTSS, and/or (ii) under which Aurora will develop, sell (whether by purchase, financial lease, lease with option to purchase, or otherwise), and/or supply, whether (or not) in collaboration with such Third Party or otherwise, any ultra-high throughput screening system similar to the UHTSS to such Third Party, and (B) enter into any operating lease for a UHTSS with a Third Party or license any Aurora UHTSS Technology or Aurora UHTSS Patent Rights to a Third Party in order to allow such Third Party to build its own UHTSS without infringing such rights. Subject to section 2.1.10 (where applicable), nothing in this section 2.1.9 is intended to limit or restrict: - the number of parties to whom Aurora may supply or grant licenses with respect to any Reporters, the Aurora Reporter System Patent Rights, or the Aurora Reporter System Technology, and/or - Aurora's ability to provide screening services using the Aurora Patent Rights and Aurora Technology to Third Parties, provided that such screening services do not involve a screen that is exclusive to BMS under section 3.1.2 hereof or otherwise conflict with any provisions of this Agreement. *** *** CONFIDENTIAL TREATMENT REQUESTED 22 26 24 *** *** CONFIDENTIAL TREATMENT REQUESTED