Section 1

RIGHTS GRANTED TO KAINOS

1.1 Grant. Subject to the terms and conditions of this Agreement, ADAM grants to KAINOS the following exclusive license and related rights with respect to the Products in the Territory:

(a) to manufacture and reproduce, or have manufactured and reproduced on its behalf, copies of Japanese language versions of the Products (including any modified versions of the Products produced by KAINOS pursuant to Section 1.1 (c) below);

(b) to market, sell and distribute Japanese language versions of the Products (including any modified versions of the Products in the Japanese language produced by KAINOS pursuant to Section 1.1 (c) below) in the Territory during the term of this Agreement. KAINOS shall have the exclusive right to distribute, by any means or method of distribution, the Japanese language versions of the Products (including any modified versions of the Products in the Japanese language produced by KAINOS pursuant to Section 1.1 (c) below) in the Territory, including exclusive copyrights with respect to the Japanese language versions of the Products (including any modified versions of the Products in the Japanese language produced by KAINOS pursuant to Section 1.1 (c) below);

(c) to modify the Products in the Japanese language (which may include a limited amount of English language where the English language word or term cannot be properly translated into the Japanese language, or which enhances the functions of the Japanese language version) and create derivative works of the Products in the Japanese language, including without limitation localized versions of the Products in the Japanese language (which may include a limited amount of English language where the English language word or term cannot be properly translated into the Japanese language, or which enhances the functions of the Japanese language version) designed for the Japanese market, and to manufacture and reproduce, market, distribute and sell such modifications to and derivatives of the Products (including localized versions of the Products) in the Japanese language in the Territory during the term of this Agreement; provided that any such modifications and derivatives (including localized versions) must be in the Japanese language.

1.2 Sub licenses. ADAM hereby grants KAINOS the right to sub license the manufacturing, reproduction and distribution (through multiple tiers of sub licenses) of the Japanese language versions of the Products in the Territory during the term of this Agreement; provided that KAINOS must cause all sub licenses to comply with the terms and conditions of this Agreement.

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