By Lexicon Sample Clauses

By Lexicon. Subject to the terms of this Agreement and any applicable [**], Lexicon hereby grants to BMS and its Affiliates, within the Territory, an exclusive right and license, with the right to sublicense, under Lexicon's rights in the Program Intellectual Property to develop, make, have made, import, use, have used, offer for sale, sell and have sold BMS Development Compounds and BMS Products. Any sublicense under this Section 4.2.1 shall be set forth in a written agreement containing confidentiality, non-use, ownership of intellectual property and audit provisions consistent with and no less restrictive than those contained herein, shall be subject and subordinate to the terms and conditions of this Agreement, and shall obligate the Sublicensee to make the milestone and royalty payments required hereunder; provided that BMS shall remain responsible for all payments due to Lexicon hereunder. BMS shall provide Lexicon with an [**] copy of each sublicense agreement promptly after executing the same; provided, however, that subject to the exceptions set forth in Section 1.18, each such sublicense agreement shall be Confidential Information of BMS.

By Lexicon. Subject to the terms of this Agreement and any applicable [**], during the Collaboration Term, Lexicon hereby grants to Organon and its Affiliates, within the Territory, (a) a non-exclusive right and license (without any right to sublicense, except as set forth below) under Lexicon's rights in the Lexicon Background Materials and the Lexicon Background Technology, including, without limitation, any Patent Rights Controlled by Lexicon Covering the foregoing, and (b) a co-exclusive right and license (without any right to sublicense, except as set forth below) under Lexicon's rights in the Program Intellectual Property, in each case to (i) generate Antibodies, Antisense Compounds and Proteins relating to Program Targets that have not become Lexicon Opt-out Targets and (ii) identify, characterize, select, optimize and research Program Antibodies, Program Antisense Compounds and Program Proteins relating to such Program Targets prior to their designation as Collaboration Products, in each case in the conduct of the Collaboration. Such right and license shall include the right to grant sublicenses to Affiliates of Organon and to Third Parties that are approved by the Joint Management Committee.

By Lexicon. Subject to the terms of this Agreement, with respect to Gene Products selected for a Therapeutic Protein license by Incyte in accordance with Section 2.10, Lexicon hereby grants to Incyte and its Affiliates, within the Territory, an exclusive license, with the right to sublicense, under the Lexicon Patent Rights, Lexicon Know-How and Lexicon's interest in any Joint Patent Rights and Joint Know-How with respect to Licensed Gene Products (including any Therapeutic Protein that incorporates or is

By Lexicon. Subject to the terms of this Agreement, Lexicon hereby grants to Incyte and its Affiliates, within the Territory, a non-exclusive license, with the limited right to sublicense subject to the conditions of Section 4.3.3, under the Lexicon Patent Rights, Lexicon Know-How and Lexicon's interest in any Joint Patent Rights and Joint Know-How with respect to Licensed Gene Products (including any Diagnostic Product that incorporates or is derived from any such Licensed Gene Product) to discover, develop, make, have made, import, use, have used, offer for sale, sell and have sold Diagnostic Products and Drug Products in the Commercialization Field.

By Lexicon. Subject to the terms of this Agreement and any applicable [**], Lexicon hereby grants to Organon and its Affiliates, within the Co-Commercialization Territory, a co-exclusive right and license, with the limited right to sublicense (as set forth below), under Lexicon's rights in (a) the Lexicon Background Materials and the Lexicon Background Technology, including, without limitation, any Patent Rights Controlled by Lexicon Covering the foregoing, and (b) the Program Intellectual Property, in each case to make, have made, import, use, have used, offer for sale, sell and have sold the Licensed Product in the Collaboration Field. Such right and license shall include the right to grant sublicenses to Affiliates of Organon and to Third Parties that are approved by the Joint Management Committee.

By Lexicon. Subject to the terms of this Agreement, Lexicon hereby grants to Schering-Plough and its Affiliates, within the Territory, (a) a non-exclusive right and license, with the right to sublicense, under Lexicon’s rights in the Lexicon Background Materials and the Lexicon Background Technology, including, without limitation, any Patent Rights Controlled by Lexicon Covering the foregoing, and (b) an exclusive right and license, with the right to sublicense, under Lexicon’s rights in the Program Intellectual Property to research, Develop, make, have made, import, use, have used, offer for sale, sell and have sold Collaboration Products in the Field. Any such sublicense shall be set forth in a written agreement containing confidentiality, non-use, ownership of intellectual property and audit provisions consistent with and no less restrictive than those contained herein, shall be subject and subordinate to the terms and conditions of this Agreement, and shall obligate the (sub)licensee to make the royalty payments required hereunder; provided that Schering-Plough shall remain responsible for all payments due to Lexicon hereunder. Schering-Plough shall provide Lexicon with a copy of each sublicense agreement promptly after executing the same; provided, however, that subject to the exceptions set forth in Section 1.19, each such sublicense agreement shall be Confidential Information of Schering-Plough.

By Lexicon. Lexicon shall indemnify Viatris, and its directors, officers, employees and agents, and hold each of them harmless from and against any and all Losses (including personal injury, death or property damage) arising out of or resulting from any Third Party claim, to the extent based on or attributable to: (a) the negligence, willful misconduct or fraud of Lexicon or its Affiliates, or their respective directors, officers, employees or agents, in performing any of Lexicon’s obligations, or exercising any of Lexicon’s rights, under this Agreement, (b) any breach or misstatement by Lexicon of any of its representations or warranties under this Agreement or (c) any breach by Lexicon of any of Lexicon’s obligations under this Agreement. Lexicon shall not be liable under this Section 9.2 in the event that Xxxxxxx xxxxxxx any such claim without the prior written consent of Lexicon, which consent shall not be unreasonably withheld, delayed or denied.

By Lexicon. Subject to the terms of this Agreement, during the Collaboration Term, Lexicon hereby grants to Incyte and its Affiliates, within the Territory, a non-exclusive right and license (without any right to sublicense) under the Lexicon Patent Rights and Lexicon Know-How with respect to Research Program Gene Products and, to the extent licensed to Incyte in the Commercialization Field, Licensed Gene Products solely in the Research Field.