Conditional Manufacturing License Sample Clauses

Conditional Manufacturing License. Subject to the terms and conditions of this Agreement, and exercisable only following delivery of a CymaBay Supply Termination Notice or as otherwise provided in the terms of the Supply Agreements, CymaBay hereby grants Kaken a non-transferable (except as provided in Section 14.1), sublicensable through multiple tiers (subject to Section 7.1.4), non-exclusive license under the CymaBay Licensed Technology to Manufacture and have Manufactured Licensed Products anywhere in the world solely for (a) Development solely for purposes of obtaining Regulatory Approval of Licensed Products in the Field of Use in the Kaken Territory; and (b) Commercialization of Licensed Products in the Field of Use in the Kaken Territory. In no event, whether pursuant to rights under this Agreement or the Supply Agreements, will Kaken or any of its Related Parties have the right to Manufacture Licensed Products for Development (except as otherwise approved by the JSC) or Commercialization in the CymaBay Territory or for Development or Commercialization outside of the Field of Use in the Kaken Territory, but subject to Kaken’s rights under Section 10.6. For clarity, notwithstanding the foregoing conditional license grant, CymaBay retains the right under the CymaBay Licensed Technology, with the right to grant licenses through multiple tiers in accordance with Section 7.2.4, to Manufacture and have Manufactured Licensed Products anywhere in the world: (i) (A) for Development of Licensed Products and Commercialization of Licensed Products in any indications in the CymaBay Territory, (B) for Development of Licensed Products and Commercialization of Licensed Products outside of the Field of Use in the Kaken Territory, but subject to Kaken’s rights under Section 10.6, and (C) for Development of Licensed Products in the Field of Use in the Kaken Territory, and (ii) to supply (or have supplied) Licensed Products to Kaken pursuant to the Supply Agreements (or any other supply agreement covering Licensed Product that may be agreed to between the Parties).