Backup License Event

Backup License Event. ("Back-up License Event"), then, effective as of the occurrence of such Back-up License Event, Gen-Probe shall have a right to purchase from MGM, at a reasonable purchase price to be negotiated in good faith and to conclusion by the parties pursuant to Section 8.3 below, and MGM shall grant to Gen-Probe a non-exclusive, worldwide, irrevocable and perpetual license under the MGM Technology necessary or useful to the manufacture, use, importation or sale of the Shaker/Baker Instrument ("Back-up... License"), solely to enable Gen-Probe to make or have made the Shaker/Baker Instruments for distribution, sale, rental, lease or other disposition of the Shaker/Baker Instrument by Gen-Probe. In the event of a Back-up License Event during the Initial Distribution Term or any Additional Distribution Term, MGM shall refund to Gen-Probe a pro-rata amount of exclusive distribution fee paid by Gen-Probe for any remaining portion of such term following a Back-up License Event. View More