2.1           Grant.  Subject to the fulfillment by Sublicensee of all the terms and conditions of this Agreement, Sublicensor hereby grants to Sublicensee a non-exclusive, non-transferable worldwide sublicense under the ‘191 Patent , without the right to grant sublicenses, to use the Injection Technology during the term of this Agreement to develop Transgenic Animals and Transgenic Materials solely for uses in the Research Field.  The development or use of Transgenic Animals or Transgenic Materials outside of the Research Field is not permitted by this Agreement and shall only be permitted under the terms of a separate written agreement between Sublicensor and Sublicensee.  The license granted hereunder includes the right to make, use, breed and cross-breed (where applicable) the Transgenic Animals and Transgenic Materials for internal research purposes solely in the Research Field as well as the limited right to make Transgenic Animals for researchers at other academic and nonprofit organizations on a fee for service basis subject to Section 2.2 below.  Sublicensee shall have the right to transfer Transgenic Animals and Transgenic Materials to other academic and nonprofit institutions for noncommercial use subject to Section 2.3 below.  Additionally Sublicensee shall have the right to transfer Transgenic Animals and Transgenic Materials to Commercial Institutions holding a valid and current license under the ‘191 Patent subject to Section 2.4 below.

2.2           Limited Right to Make Transgenic Animals for other Nonprofit Organizations.  Sublicensee, through its Academic Core Transgenic Facility, shall have the limited right to make Transgenic Animals and Transgenic Materials for researchers employed at other Nonprofit Organizations (“Recipients”) on a fee for service basis; provided that such Transgenic Animals and Transgenic Materials (a) are used by Recipients solely for internal non-commercial research purposes in the Research Field and (b) are subject to a written material transfer agreement between Sublicensee and Recipient having the terms set forth in Exhibit 1 hereto.  For purposes of clarity, it is understood and agreed by the Parties hereto that Sublicensee shall have no right to make Transgenic Animals or Transgenic Materials for a Commercial Entity or for the direct benefit of any Commercial Entity.  Sublicensee agrees to provide a Report, due on each anniversary of this Agreement, identifying (i) all Transgenic Animals and Transgenic Materials made for other Nonprofit organizations pursuant to this Section 2.2, (ii) the names of the Scientists and institutions for who the animals were made, and the date on which the animals were shipped to the recipient Scientist or institution.

2.3           Transfer of Transgenic Animals and Transgenic Materials to other Nonprofit Organizations.  Sublicensee shall have the right to transfer Transgenic Animals and Transgenic Materials to other Nonprofit Organizations; provided that such Transgenic Animals and Transgenic Materials (a) are used by such Nonprofit Organizations solely by individuals employed by a Nonprofit Organization solely for internal non-commercial research purposes in the Research Field and (b) are subject to a written material transfer agreement between Sublicensee and such Nonprofit Organizations having the terms set forth in Exhibit 2 hereto.  Institution shall maintain records of all transactions pursuant this Section 2.3, and shall make such records available to Sublicensor upon request.

2.4           Transfer of Transgenic Materials to Licensed For-Profit Organizations.  Sublicensee shall have the right to transfer Transgenic Animals and Transgenic Materials to for-profit organizations, provided that (a) such for-profit organization has entered into a written license agreement with Sublicensor which expressly permits such for-profit organization to receive Transgenic Animals and Transgenic Materials from third parties and (b) prior to any such transfer to such for-profit organization, Sublicensee shall have (i) paid to Sublicensor the appropriate transfer fees (“Transfer Fees”), which Transfer Fees are set out in Schedule A of this Agreement and (ii) received written confirmation from Sublicensor that the intended recipient for-profit organization is in fact sublicensed under the ‘191 Patent.  Sublicensee shall not otherwise be permitted to transfer Transgenic Animals or Transgenic Materials to any for-profit organizations. The transfer and use of Transgenic Animals and Transgenic Materials by the recipient for-profit organization shall be subject to the terms and conditions of the license agreement between the recipient for-profit organization and Sublicensor.

2.5           No Implied Licenses.  No implied right or license is granted to Sublicensee to utilize the Injection Technology, Transgenic Animals or Transgenic Materials in a manner not expressly included within the scope of the licenses granted pursuant to this Agreement.  Other than as expressly granted herein, no licenses either by estoppel, implication or otherwise are granted herein.