License. Subject to ’s timely payment of the Payment under Section 3.1, Enzo hereby grants (and agrees to grant) to and its Affiliates a perpetual, irrevocable, fully paid-up, non-exclusive, non-transferable (except as set forth in Section 5), worldwide license under the Licensed Enzo Patent Rights to, directly or indirectly, make, have made, use, import, export, market, distribute, sell, offer for sale, and otherwise commercialize the Products and Covered Third Party Products. For the avoidance of doubt, payment of the Payment will satisfy any and all past, present, and future obligations potentially owing to Enzo based upon or arising in connection with commercialization of any Products or other potential infringement (direct, induced, indirect, contributory, or otherwise) of the Licensed Enzo Patent Rights by or for and its Affiliates, and no additional payments will be owed to Enzo or its Affiliates in connection with the license granted in this Section 2.1.
and its Affiliates shall not have the right to sublicense or otherwise grant, in whole or in part, sublicenses under the Licensed Enzo Patent Rights. The license granted herein shall not extend to cover any products of a Third Party that acquires or is acquired by or its Affiliates on or after the Effective Date (whether by merger, consolidation, share acquisition, or acquisition of all or substantially all assets or otherwise), including without limitation products made, used, imported, exported, distributed, sold, offered for sale, developed, advertised, and practiced by such Third Party before the date of such acquisition. The license granted herein shall not include any rights to the Licensed Enzo Patent Rights other than those expressly provided by this section. No license or immunity is granted under this Agreement by Enzo, either directly or by implication, estoppel, or otherwise, to any Person acquiring Products for the modification or combination by such Person of Products with other items other than in the ordinary manner in the ordinary course of use of Products, or as specified in Sections 2.2 and 2.3, or as otherwise permitted by the law of patent exhaustion.
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