Common use of BMS Patent Rights and BMS Know-How Clause in Contracts

BMS Patent Rights and BMS Know-How. Subject to all the terms and conditions set forth in this Agreement, BMS hereby grants to Company a non-transferable (except in accordance with Section 15.5), exclusive license, with the right to grant Sublicenses in accordance with Section 2.2, under the BMS Patent Rights and BMS Know-How solely to the extent necessary to research, discover, Develop, make, have made, use, sell, offer to sell, export and import Licensed Compounds and/or Licensed Products in the Field in the Territory. For clarification, nothing in this Section 2.1 or this Agreement shall be interpreted as a grant of rights to make, have made, sell, use, co-formulate or use in combination a Licensed Compound with any compound of BMS or any of its Affiliates (i) that is not a Licensed Compound or (ii) that is, or the manufacture or use of which is, covered by a Patent Right owned or Controlled by, or licensed to, BMS or any of its Affiliates, or (iii) that is or could be subject to a governmental grant providing marketing exclusivity with respect to such compound or such product (such as data exclusivity under the FDA’s Orange Book or under national implementations of Article 10.1 of Directive 2001/EC/83), including but not limited to, in each case (i), (ii) and (iii), any such compound or such product that is being developed or sold (as of the Effective Date or in the future) by BMS or its Affiliates or by contractors or collaborators with or on behalf of BMS or its Affiliates.

BMS Patent Rights and BMS Know-How. Subject to all the terms and conditions set forth in this AgreementAgreement (including, without limitation, the restrictions in Section 2.2 and the reservation of rights in Section 2.6), BMS hereby grants to Company ITI a non-transferable (except in accordance with Section 15.515.4), exclusive license, with the right to grant Sublicenses sublicense in accordance with Section 2.22.3, under the BMS Patent Rights and BMS Know-How solely to the extent necessary to research, discover, Develop, make, have made, use, sell, offer to sell, export and import Licensed Compounds and/or and Licensed Products in the Field in the Territory. For clarification, nothing in this Section 2.1 or this Agreement shall be interpreted as a grant of rights to make, have made, sell, use, co-formulate or use in combination a Licensed Compound with with: (a) any compound of BMS or any of its Affiliates (i) that is not a Licensed Compound or (ii) and that is, or the manufacture or use of which is, covered by a Patent Right owned or Controlled by, by or licensed to, to BMS or any of its Affiliates, ; (b) a compound or (iii) product that is not a Licensed Compound or Licensed Product and that is or could be subject to a governmental grant providing marketing exclusivity with respect to such compound or such product (such as data exclusivity under the FDA’s Orange Book or under national implementations of Article 10.1 10.1(a)(iii) of Directive 2001/EC/83), including but not limited to, in each case (i), (ii) and (iii), to any such compound or such product that is being developed or sold (as of the Effective Date or in the future) by BMS or its Affiliates or by contractors or collaborators with or on behalf of BMS or its Affiliates, or (c) any Licensed Compound that is subject to Section 2.8 so that ITI cannot Develop or Commercialize a product containing such Licensed Compound.