2. License Grant
2.1 CAMBIA hereby grants to BiOS LICENSEE under Licensed Patents in the Field of Agriculture a worldwide, non-exclusive, royalty-free right and license to make and use the IP & Technology for the purpose of developing, making, using, and commercializing BiOS Licensed Products without obligation to CAMBIA, including a right to sublicense limited to
2.1.1 granting limited sublicenses to third parties (including Affiliates of BiOS LICENSEE) to conduct research and/or development activities (including field trials) for BiOS LICENSEE, provided that the product and/or other results (including all intellectual property rights) resulting from said limited sublicense are owned exclusively by BiOS LICENSEE, said limited sublicenses to terminate when such activities cease or such ownership terminates, and
2.1.2 granting limited sublicenses to third parties (including Affiliates of BiOS LICENSEE) for the sole purpose of commercializing BiOS Licensed Products that embody the IP & Technology or are generated by use of the IP & Technology, said limited sublicenses to terminate when said commercialization ceases.
BiOS LICENSEE shall be responsible to ensure in said sublicenses that any Improvements produced by sublicensees are considered to be Improvements hereunder and that such sublicenses require the performance of all applicable obligations due to CAMBIA and other BiOS Licensees under this Agreement and any associated Agreements. BiOS LICENSEE shall provide a list of sublicensees to CAMBIA in writing at least once a year, which CAMBIA is entitled to post in CAMBIA's Protected Commons website (BioForge) or make available to BiOS Licensees.
BiOS LICENSEE shall further be responsible to ensure that in said sublicenses, third parties to whom a sublicense has been granted are notified which of the Sections 2.1.1 or 2.1.2 obtain, the scope of said sublicenses under said Section, that assertion of any Improvement Patent against any BiOS Licensee or sublicensee is grounds for immediate revocation of any said sublicense, that said third parties have no right to sublicense absent the execution of a BiOS License Agreement with CAMBIA, and that CAMBIA may be approached for a BiOS License Agreement.
Other than stipulated under this Article 2.1, no further right to sublicense is granted to BiOS LICENSEE hereunder.
2.2 BiOS LICENSEE acknowledges that CAMBIA is free to license the IP & Technology and to provide any Improvement Material received under the associated BiOS Technology Support Services Subscription Agreement to other BiOS Licensees under the terms of a BiOS License Agreement.
If BiOS LICENSEE grants any sublicenses under Article 2.1, BiOS LICENSEE shall exert best efforts to prohibit the assertion of any IP rights under the IP & Technology, Improvements and Technology Data against CAMBIA or any BiOS Licensee by any sublicensee, said prohibition to survive the termination of any sublicense for any reason. Such assertion by a sublicensee is grounds for revocation of the sublicense under Article 6.2.
2.3 BiOS LICENSEE is entitled to freely cooperate with any other BiOS Licensees. CAMBIA shall provide BiOS LICENSEE regularly with an updated list of BiOS Licensees or shall alternatively publish such list on its publicly accessible internet webpage. CAMBIA is entitled to use BiOS LICENSEE’s name for this purpose. Subject to Article 7.9, while this Agreement is in force, both CAMBIA and BiOS LICENSEE may acknowledge the existence of this Agreement in communications with or other disclosures to third parties.
2.4 Except for the limited rights granted in this Agreement, no right or license, either expressed or implied, under any intellectual property right including but not limited to patents, trade secret or know-how is granted hereunder by one PARTY to the other.
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