Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.
Research Use The Requester agrees that if access is approved, (1) the PI named in the DAR and (2) those named in the “Senior/Key Person Profile” section of the DAR, including the Information Technology Director and any trainee, employee, or contractor1 working on the proposed research project under the direct oversight of these individuals, shall become Approved Users of the requested dataset(s). Research use will occur solely in connection with the approved research project described in the DAR, which includes a 1-2 paragraph description of the proposed research (i.e., a Research Use Statement). Investigators interested in using Cloud Computing for data storage and analysis must request permission to use Cloud Computing in the DAR and identify the Cloud Service Provider (CSP) or providers and/or Private Cloud System (PCS) that they propose to use. They must also submit a Cloud Computing Use Statement as part of the DAR that describes the type of service and how it will be used to carry out the proposed research as described in the Research Use Statement. If the Approved Users plan to collaborate with investigators outside the Requester, the investigators at each external site must submit an independent DAR using the same project title and Research Use Statement, and if using the cloud, Cloud Computing Use Statement. New uses of these data outside those described in the DAR will require submission of a new DAR; modifications to the research project will require submission of an amendment to this application (e.g., adding or deleting Requester Collaborators from the Requester, adding datasets to an approved project). Access to the requested dataset(s) is granted for a period of one (1) year, with the option to renew access or close-out a project at the end of that year. Submitting Investigator(s), or their collaborators, who provided the data or samples used to generate controlled-access datasets subject to the NIH GDS Policy and who have Institutional Review Board (IRB) approval and who meet any other study specific terms of access, are exempt from the limitation on the scope of the research use as defined in the DAR.
Licensed Technology The terms and conditions of the license granted to Purdue shall be as follows:
(a) Subject to the terms and conditions of this Agreement, BDSI hereby grants to Purdue an exclusive (subject to BDSI’s retained rights under this Section 3.02(a)), royalty-bearing, license under the Licensed Technology to manufacture or have manufactured (subject to the terms of the Supply Agreement), import, and Commercialize the Licensed Product(s) in the Territory, which license shall be sublicensable as set forth in the second paragraph of this clause (a). Notwithstanding anything to the contrary (including but not limited to the exclusivity of the rights granted above or below), BDSI retains, on behalf of it, its Affiliates, and its or their contractors, licensees, or sublicensees, sublicensable rights, transferable in accordance with Section 14.01, under the Licensed Technology and Licensed Marks to (i) perform BDSI’s obligations under Article II and such other obligations as are necessary to reflect the NOC Filer’s status as the initial holder of the Current Product NDS, but only during the period from the Effective Date until the Marketing Authorization Transfer, and (ii) research, develop, manufacture, have manufactured, use or import Licensed Products or Demonstration Samples in the Territory but solely for purposes related to the export, distribution, use, development, or commercialization thereof outside the Territory. For clarity, BDSI’s or its Affiliates’ purchase of Licensed Products or Demonstration Samples in the Territory and its or their subsequent sale and export of such Licensed Products or Demonstration Samples to BDSI’s Affiliates or Third Parties located outside of the Territory for purposes of enabling the sale and/or use of such products outside the Territory are included within the scope of BDSI’s retained rights set forth in clause (ii) above. Once per Calendar Quarter and at such other times as may be reasonably requested by Purdue, BDSI shall provide Purdue with summary updates regarding its research, development or manufacturing activities (whether directly or through a Third Party) in respect of the Licensed Products or Demonstration Samples in the Territory if BDSI undertakes any such activities as allowed under this Section 3.02(a). Purdue shall have the right to sublicense any rights granted to it under this clause (a) or Section 3.03(a) within the Territory, provided that (i) Purdue shall provide BDSI with a copy of any executed sublicense agreement (subject to the last sentence of this Section 3.02(a)), (ii) Purdue shall not grant any Affiliate or Third Party any rights to Commercialize any Licensed Products, nor utilize any Third Party, other than employees of Purdue, to Commercialize any Licensed Products unless, in any of the foregoing cases, consented to in writing by BDSI, such consent not to be unreasonably withheld, provided that the foregoing shall not be construed to prohibit any assignment of this Agreement by Purdue pursuant to Section 14.01, (iii) Purdue shall secure all reasonably appropriate covenants, obligations and rights from each Sublicensee to ensure that Purdue can comply with its obligations under this Agreement, (iv) Purdue shall be responsible and liable for each Sublicensee’s performance of Purdue’s obligations hereunder and compliance with the terms of this Agreement, (v) all Sublicensees shall agree to be subject to the terms of this Agreement, and (vi) all sublicenses shall terminate upon the expiration or termination of this Agreement. The copy of any executed sublicense agreement provided by Purdue to BDSI pursuant to this paragraph shall be redacted as determined by Purdue, in good faith, to be necessary to protect any of its or its Sublicensee’s confidential or proprietary information unrelated to Purdue’s compliance with its obligations to BDSI hereunder.
(b) Purdue acknowledges that it shall have no right, title or interest in or to the Licensed Technology, Licensed Products, or Licensed Marks except to the extent set forth in this Agreement, and BDSI reserves all rights to make, have made, use, sell, offer for sale, and import the Licensed Technology and Licensed Products except as otherwise expressly granted to Purdue pursuant to this Agreement. Nothing in this Agreement shall be construed to grant Purdue any rights or license to any intellectual property of BDSI or any Affiliate thereof other than as expressly set forth herein and nothing in this Agreement shall be construed to grant BDSI any rights or license to any intellectual property of Purdue or any Affiliate thereof other than as expressly set forth herein.
(c) Purdue shall be fully responsible and liable for the acts and omissions of its Affiliates in the course of any such Affiliate exercising any rights granted, or performing any obligations of Purdue, under this Agreement as if such acts or omissions had been those of Purdue, including but not limited to any breach of the provisions of this Agreement in connection therewith, and Purdue shall ensure that (i) all Affiliates of Purdue granted rights, performing obligations hereunder, or exercising rights hereunder (“Purdue Affiliates”) shall comply with the terms of this Agreement and (ii) no Affiliates other than Purdue Affiliates obtain access to, or know or use, BDSI’s Confidential Information, BEMA, or any Licensed Product. BDSI shall be fully responsible and liable for the acts and omissions of its Affiliates in the course of any such Affiliate exercising any rights granted, or performing any obligations of BDSI, under this Agreement as if such acts or omissions had been those of BDSI, including but not limited to any breach of the provisions of this Agreement in connection therewith, and BDSI shall ensure that all BDSI Affiliates granted rights, performing obligations hereunder, or exercising rights granted hereunder (“BDSI Affiliates”) shall comply with the terms of this Agreement.
(d) BDSI shall, upon reasonable request of Purdue, use Commercially Reasonable Efforts to promptly provide Purdue with copies of any BDSI Documentation, Licensed Know-How (to the extent material and in written form), or Licensed Patents, to the extent not prohibited by Applicable Law, not previously provided to Purdue, and Purdue has been granted rights thereto pursuant to this Agreement, provided that the foregoing obligation shall only apply with respect to any manufacturing-related Licensed Know-How to the extent (i) necessary to enable Purdue to satisfy any requirements under Applicable Law or (ii) requested upon a Supply Deficiency (as defined in the Supply Agreement) or Supply Failure (as defined in the Supply Agreement) and necessary to enable Purdue to manufacture or have manufactured (by Third Parties) Licensed Products as permitted by Sections 4.10 or 4.11 of the Supply Agreement or following termination thereof.