Development and Commercialization License. Subject to the terms and conditions of this Agreement, on a Research Program Target-by-Research Program Target basis and effective on the ImmunoGen Option Exercise Date for such Research Program Target, (a) the Licensed Intellectual Property (as defined in the ImmunoGen License Agreement) shall be licensed by CytomX to ImmunoGen with respect to the Research Program Target specified in the Option Exercise Notice (each, an “ImmunoGen Licensed Target”) on the terms and subject to the conditions set forth in the ImmunoGen License Agreement, and (b) the foregoing Development and Commercialization License shall be effective as of the ImmunoGen Option Exercise Date. CytomX shall deliver to ImmunoGen, within ten (10) Business Days following the ImmunoGen Option Exercise Date, an ImmunoGen License Agreement executed on behalf of CytomX in which CytomX has (i) inserted the name and unique UniProtKB/Swiss Prot accession number of the applicable ImmunoGen Licensed Target in Schedule A of the ImmunoGen License Agreement, and (ii) inserted the ImmunoGen Option Exercise Date as the effective date of the ImmunoGen License Agreement. If either Party fails to deliver an executed copy of the ImmunoGen License Agreement as described above, CytomX shall nevertheless be deemed to have granted ImmunoGen the rights with respect to the ImmunoGen Licensed Target consistent with the ImmunoGen License Agreement.
Development and Commercialization License. Subject to the terms of this Agreement, HMI hereby grants to NVS and its Affiliates an exclusive, royalty-bearing license (with the right to grant sublicenses through multiple tiers in accordance with Section 4.3 (Sublicensing Rights)) under the HMI Licensed Technology to Develop and Commercialize (a) Ophthalmic Candidates and Ophthalmic Products worldwide, (b) [***] Candidates and [***] Products worldwide in the Ex-Vivo Field, and (c) [***] Candidates and In-Vivo [***] Products worldwide, excluding the Commercialization thereof in the United States (the “Development and Commercialization License”). Subject to the terms of this Agreement, effective as of the [***] Opt-Out Date, HMI hereby grants to NVS and its Affiliates an exclusive license (with the right to grant sublicenses through multiple tiers in accordance with Section 4.3 (Sublicensing Rights)) under the HMI Licensed Technology to Commercialize U.S. [***] Products.
Development and Commercialization License. Subject to the terms of this Agreement, Atugen hereby grants to QBI an exclusive, royalty bearing, world-wide license, with the right to sublicense as set forth in Section 6.3 under the Atugen Existing IP and the Joint Program IP, to develop, use, manufacture and/or have manufactured, import, market, sell and otherwise commercialize QBI Products.
Development and Commercialization License. Subject to the terms and conditions of this Agreement, Maxim hereby grants to Myriad, during the Term, an exclusive (even as to Maxim), worldwide, royalty-bearing license, with the right to sublicense, under the Maxim Technology and Maxim’s interest in the Joint Patents, to develop, make, have made, use, sell, distribute for sale, offer for sale, have sold and import or export Products in the Field. Myriad will at all times be responsible for the performance of its Sublicensees and Third Party contractors under this Agreement.
Development and Commercialization License. Codiak and its Affiliates will, and do hereby, grant to Jazz an exclusive (including with respect to Codiak and its Affiliates, provided that Codiak retains the right to perform its obligations hereunder and, if applicable, under any Co-Promotion Agreement), perpetual and irrevocable (except as set forth in ARTICLE XIII) license, with the right to sublicense through multiple tiers (subject to Section 3.2), to and under the Licensed IP to Develop, Manufacture (including have made rights), Commercialize, and otherwise Exploit Licensed Compounds and Licensed Products in the Field in the Territory (such license, the “Development and Commercialization License”). For the avoidance of doubt, all Codiak Platform Improvements, Included Codiak Platform Additions, and Codiak Platform Addition Blocking IP is included in the Licensed IP to the extent that such Codiak Platform Improvements, Included Codiak Platform Additions, and Codiak Platform Addition Blocking IP is owned or Controlled by Codiak.
Development and Commercialization License. Subject to the terms and conditions of this Agreement, Alpine hereby grants to Kite an exclusive, sublicensable (pursuant to Section 2.4), transferable, royalty-bearing license under the Alpine Licensed Patents and the Alpine Licensed Know-How solely to Develop, Manufacture, use, sell, offer for sale, have sold, distribute, import, export and otherwise Commercialize Licensed Products in the Kite Field in the Territory.
Development and Commercialization License. Subject to the terms and conditions of this Agreement, including Section 6.1.4, Alnylam hereby grants MedCo a non-transferable (except as provided in Section 13.1), sublicenseable (subject to Section 6.1.3), exclusive license under Alnylam Technology to Develop and Commercialize Licensed Products in the Field in the Territory. Such license shall be royalty-bearing for the Royalty Term applicable to each Licensed Product in each CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. country in the Territory, and, after the expiration of the Royalty Term applicable to such Licensed Product in such country, shall convert to a fully paid-up, irrevocable, perpetual, non-exclusive, sublicenseable (subject to Section 6.1.3) license to Develop and Commercialize such Licensed Product in the Field in such country.
Development and Commercialization License. Sage shall notify CyDex if Sage wishes subsequent to a Probe Study to further develop a Probe Study Product for any Probe Condition for potential commercialization, in which event the parties shall negotiate in good faith a license agreement with commercially reasonable terms for a license of appropriate scope.
Development and Commercialization License. For each Potential Product Candidate and for each Product Candidate selected pursuant to Section 4.1 below, Intrexon hereby grants to Elanco an exclusive license under Intrexon IP to develop, use, import, make and have made, sell, and offer for sale Licensed Products. To the extent Licensed Products incorporates Intrexon Materials, the above license grant also applies to such Intrexon Material. Such license shall be exclusive with respect to any clinical development, selling, offering for sale or other commercialization of Licensed Products in the Field, and shall be otherwise non-exclusive. Elanco has those further license rights for development and commercialization as provided in Article 6.
Development and Commercialization License. On a Program-by-Program basis, subject to the terms and conditions of this Agreement (including without limitation Section 12.7.3(d)) and the Third Party and Parent-Originated Rights and Obligations, solely upon GSK’s exercise of any of its Program Options in accordance with the provisions of Article 4 or by operation of the applicable termination provisions of Article 12 wherein the effect of such termination is the grant of an exclusive license to GSK under this Section 5.2, and solely with respect to the Collaboration Compounds, Option Compounds and Licensed Products under the Program for which GSK exercises its Program Option or to which such Program termination under Article 12 applies, Regulus hereby grants to GSK, effective as of the date of such exercise of the relevant Program Option (except to the extent set forth in Section 12.7.3(d)) or the date of operation of such provision under Article 12, a worldwide, exclusive, royalty-bearing (only in accordance with Section 6.6.1 and Section 6.6.2 and subject to Sections 12.7.3(a), 12.7.3(b), 12.7.3(c), 12.7.5 and 12.7.7(d)), sublicenseable (in accordance with Section 5.2.2 below) license in the Field, under the Regulus Technology and Regulus’ rights under any Collaboration Technology,
(a) to Develop xxXXX Compounds and xxXXX Therapeutics,
(b) to Manufacture xxXXX Compounds and xxXXX Therapeutics, and
(c) to Commercialize xxXXX Compounds and xxXXX Therapeutics.
