such country in the Licensed Territory and ending on the last to occur of: (a) the last to expire of the Licensed Patents covering such Licensed Product in such country; or (b) the expiration of Market Exclusivity (as defined below).
1.1.15 “Technical Information” shall mean: (a) research and development information, unpatented inventions, and know-how pertaining to the Licensed Patents created by the Innovators of Children’s known as of the Effective Date or learned or developed during the Term of this Agreement; and (b) tangible materials pertaining to the Licensed Patents made by the Innovators in amounts selected by Children’s in consultation with the Licensee and in amounts not so little as to unduly burden Licensee in its performance under this Agreement; each solely to the extent Children’s has determined, in its sole discretion, to provide to Licensee hereunder.
1.1.16 “Term” shall have the meaning set forth in Section 11.1.
1.2 Interpretation. Each definition in this Agreement includes the singular and the plural. References to any statute or regulation mean such statute or regulation, as amended from time to time, and include any successor legislation, regulations, guidelines and policies promulgated therefrom. The headings to the Articles and Sections are for convenience of reference and shall not affect the meaning or interpretation of this Agreement. The Exhibits attached hereto are hereby incorporated by reference into and shall be deemed a part of this Agreement. The term “including” shall mean “including but not limited to.”
LICENSE GRANTS AND RESERVATION OF RIGHTS
2.1.1 Patent License. Subject to the terms and conditions of this Agreement and Licensee’s compliance therewith, Children’s grants to Licensee an exclusive, royalty-bearing, non-transferable (except a transfer to an Affiliate or as otherwise permitted herein), sublicensable through multiple tiers (in accordance with Section 2.1.4) license in the Field of Use in the Licensed Territory under the Licensed Patents to make, have made (only Licensed Products of Licensee, its Affiliates and sublicensees for sale by or on behalf of Licensee, its Affiliates and sublicensees), use, sell, offer for sale and import Licensed Products throughout the Licensed Territory solely within the Field of Use.
2.1.2 Technical Information License. Subject to the terms and conditions of this Agreement and Licensee’s compliance therewith, Children’s grants to Licensee a non-exclusive, non-transferable (except a transfer to an Affiliate or as otherwise permitted herein), sublicensable through multiple tiers (in accordance with Section 2.1.4) license in the Field of Use in the Licensed Territory to use the Technical Information to develop and manufacture Licensed Products throughout the Licensed Territory for the Field of Use. The Technical Information is “AS IS” and Children’s shall transfer materials, including those materials listed in Exhibit B, that are included within the Technical Information on the same basis within **** of the Effective Date. Children’s has no other obligation with respect to the Technical Information; provided, however, that Children’s shall represent, to the best of its knowledge that (i) none of its inter-institutional agreements or other contractual relationships with third parties shall prohibit or otherwise operate to restrict or materially impair any of the terms of this Agreement (ii) no other obligations to third parties exist that prevent Children’s from fulfilling its obligations under the Agreement, and (iii) it shall have a continuing obligation to provide certain Technical Information to Licensee, if Licensee determines, in consultation with Children’s, that such Technical Information is required to satisfy Licensee’s performance under Article 3 of this Agreement to commercialize the Licensed Products. The Technical Information: (a) is provided to Licensee solely for the purpose as set forth in this Section 2.1.2