CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
NON-EXCLUSIVE LICENSE AGREEMENT
This License (the Agreement) is entered into as of August 1, 2019 (the Effective Date) by and between Bio-Rad Laboratories, Inc., a Delaware corporation, with a principal business address at 1000 Alfred Nobel Drive, Hercules, CA 94 (Bio-Rad) and Biodesix, Inc., a Delaware corporation, with a principal business address at 2970 Wilderness Place, Suite 100 Boulder, CO 80301, USA (Biodesix). Bio-Rad and Biodesix are individually referred to herein as a Party and collectively as the Parties.
WHEREAS, Bio-Rad is skilled in the manufacture, marketing and sales of instruments and reagents for performing digital PCR technology;
WHEREAS, Bio-Rad has developed proprietary expertise, know-how, materials, and technology related to certain reagents for performing digital PCR (dPCR) technology;
WHEREAS, Biodesix is skilled and experienced in the provision of cancer detection testing services;
WHEREAS, Biodesix wishes to obtain a license from Bio-Rad to purchase from Bio-Rad certain dPCR reagents for use by Biodesix in performance of dPCR assay services; and
WHEREAS, Bio-Rad desires to provide Biodesixs requirements for such reagents and license their use to Biodesix for use in performing dPCR using a Bio-Rad Droplet Digital PCR System and consumables, the reagents, instruments and other consumables to be supplied by Bio-Rad to Biodesix pursuant to that certain Supply Agreement (Supply Agreement) having the same effective date as this Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:
For purposes of this Agreement, the following words and phrases shall have the following respective meanings:
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Affiliate means, with respect to a Party to this Agreement, any corporation or other legal entity that controls, is controlled by, or is under common control with such Party. For purposes of this definition, control means:
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the ownership, directly or indirectly, of more than fifty percent (50%) of the outstanding voting securities of a corporation or entity; or