8. Confidentiality. EdiZONE shall, from and after the Effective Date, take all commercially reasonable measures to preserve the confidentiality of any trade secrets and proprietary information included in the Incremental IP, and will treat the same as Confidential Information of Purple for purposes of Section 11 (Confidentiality) of the Assignment and License Back. In addition, each Party agrees to keep the terms of this Agreement, including but not limited to the amount of the Transfer Payment, confidential, and neither will disclose the same to any third party without the other Party’s consent; provided, however, that either Party may disclose the terms of this Agreement: (i) as reasonably necessary to comply with applicable laws, regulations, or securities exchange rules or to enforce its rights hereunder; (ii) in confidence to its business or legal advisors; and/or (iii) in confidence to its actual or prospective investors, acquirers, providers of capital, licensees, and/or assignees in order to advise them of the nature and extent of the Parties’ rights and obligations hereunder.
Retained Rights; License Back. The licenses granted to Foundational IP hereunder are subject to and contingent upon Companys compliance with all of its obligations hereunder, including, but not limited to, the payment by Company to Flagship of all payments required under this Agreement, and further subject to rights hereby retained by Flagship and/or granted by Company to Flagship. Company hereby grants to Flagship a non-exclusive, royalty-free, fully paid, sublicensable (to Flagship Entities and service providers thereof) license to practice, and permit Flagship Entities to practice, the Foundational IP within the Licensed Field in the Territory solely to perform under the Managerial Agreement.
(g) Personal License Back. During the term of this Agreement, Enochian will grant the Consultant the nonexclusive, royalty-free, personal right to assign to any of its members who are medical doctors the right to use the intellectual property controlled by Enochian relating to HIV treatment in humans solely to treat patients in the personal practice of medicine by such members (the “Right to Use”).
Section 2.1 Present Assignment and License Back. It is intendedby Borrower that this Assignment constitute a present, absolute assignment of the Leases, Rents, Lease Guaranties and Bankruptcy Claims, and not an assignment for additional security only. Nevertheless, subject to the terms of this Section 2.1 and the terms of the Loan Agreement and the Cash Management Agreement, Lender grants to Borrower a revocable license to collect, receive, use and enjoy the Rents, as well as any sums due under the Lease Guaranties. Borrower shall hold the Rents, as well as all sums received pursuant to any Lease Guaranty, or a portion thereof sufficient to discharge all current sums due on the Obligations, in trust for the benefit of Lender for use in the payment of such sums.