Development and Commercialization Licenses. Subject to the terms and conditions of this Agreement, Bayer agrees to grant and hereby grants to Licensee, together with the right to grant sublicenses, subject to Section 2.2:
2.1.1.1 an exclusive (except as otherwise provided in Section 2.5 below), worldwide license under the Bayer Intellectual Property to Develop (except for CMC/Process Development) the Product in the Territory for use in the Field; and
2.1.1.2 an exclusive (except as otherwise provided in Section 2.5 below), worldwide, royalty-bearing license under the Bayer Intellectual Property to Commercialize the Product in the Territory for use in the Field.
Development and Commercialization Licenses. Subject to Section 4.3.4 (Sublicense and License Requirements), NVS may sublicense its rights under Section 4.1.2 (Development and Commercialization License) without HMI’s prior written consent (a) to any Third Party service provider performing services for the benefit of NVS in connection with the Development or Commercialization of any Candidate or Product, or (b) to any Third Party to whom NVS desires to sublicense Development or Commercialization rights in any and all jurisdictions; provided, [***].
Development and Commercialization Licenses. Subject to the terms and conditions of this Agreement:
Development and Commercialization Licenses. Subject to the terms and conditions of this Agreement, on a Collaboration Program-by-Collaboration Program basis, effective upon the License Effective Date for a particular Collaboration Program in accordance with this Agreement, Ionis grants to Biogen a worldwide, exclusive, royalty-bearing, sublicensable (in accordance with Section 4.1.2 below) license under the Licensed Technology to research, Develop, Manufacture, have Manufactured (in accordance with Section 4.1.2 below), register, market and Commercialize Products under such Collaboration Program in the Field.
Development and Commercialization Licenses. Subject to the terms and conditions of this Agreement, CRISPR and, following the Subsidiary Transfer, the CRISPR Subsidiary, grants to Vertex UK and its Affiliates a co-exclusive (with CRISPR) license under CRISPR’s and its Affiliates’ interest in the Licensed CRISPR Technology, with the right to Sublicense through multiple tiers (subject to Section 10.5), to Research, Develop, Manufacture, have Manufactured, use, keep, sell, offer for sale, import, export and Commercialize Shared Products in the Field in the Territory (such license, the “Exclusive License”). As of the Effective Date, this Exclusive License supersedes and replaces the license grant set forth in Section 5.3.1 of the Collaboration Agreement solely with respect to the Shared Targets, and shall be deemed to be the “Exclusive License” under the Collaboration Agreement with respect to the Shared Targets. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Table of Contents
Development and Commercialization Licenses. Subject to the terms and conditions of this Agreement, Vertex grants to CRISPR a co-exclusive (with Vertex and its Affiliates) license under Vertex’s and its Affiliates’ interest in the Licensed Vertex Technology, with the right to Sublicense through multiple tiers (subject to Section 10.5), to Research, Develop, Manufacture, have Manufactured, use, keep, sell, offer for sale, import, export and Commercialize Shared Products in the Field in the Territory.
Development and Commercialization Licenses. Subject to the terms and conditions of this Agreement, commencing upon the designation of a Claimed Target as a Committed Lead Target pursuant to Section 3.4.4, FivePrime hereby grants to GSK an exclusive, royalty-bearing license (as set forth in Article 6), with the right to grant sublicenses (including the right to further sublicense) pursuant to Section 4.1.3, under the FivePrime Collaboration Patent Rights, FivePrime Collaboration Know-How, and FivePrime’s interest in the Joint Patent Rights and Joint Know-How, to make, have made, use, sell, offer for sale and import Licensed Product(s) (for any ***, solely in the ***) with respect to such Committed Lead Target in the Field in the Territory, and a non-exclusive, royalty-free license, with the right to grant sublicenses (including the right to further sublicense) pursuant to Section 4.1.3, under the FivePrime Background Know-How and FivePrime Background Patents, solely to the extent necessary to exercise the exclusive license granted in this Section 4.1.2
Development and Commercialization Licenses. Subject to the terms and conditions of this Agreement, on a Collaboration Target-by-Collaboration Target basis, effective upon Vertex’s exercise of the Option for a particular Collaboration Target in accordance with this Agreement, CRISPR and, following the Subsidiary Transfer, the CRISPR Subsidiary, grants to Vertex UK and its Affiliates an exclusive (subject to Section 6.1.2(b)), royalty-bearing, license under CRISPR’s and its Affiliates’ interest in the Licensed Technology to Research, Develop, Manufacture, have Manufactured, use, keep, sell, offer for sale, import, export and Commercialize Licensed Agents and Products directed to the relevant Collaboration Target in the Field in the Territory (such license, the “Exclusive License”). Vertex may grant sublicenses through multiple tiers of sublicense to one or more Sublicensees of any and all rights granted to Vertex by CRISPR under the Exclusive License; provided that Vertex shall only be permitted to grant a Sublicense to conduct any Commercialization activities with respect to a Licensed Agent or Product [***] with CRISPR’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; and provided, further, that no such consent will be needed with respect to any Sublicense (a) granted to a Third Party to conduct Commercialization activities with respect to a Licensed Agent or Product in [***] (and not any other [***]), (b) any Sublicense granted to a Distributor or other Third Party conducting activities on Vertex’s behalf or (c) any Sublicensee granted to a Third Party to Manufacture Licensed Agent or Product on [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
1). Notwithstanding the grant of any Sublicense, Vertex shall remain primarily liable to CRISPR for the performance of all of Vertex’s obligations under, and Vertex’s compliance with all provisions of, this Agreement.
Development and Commercialization Licenses. (a) Subject to the terms and conditions of this Agreement [**], Millennium hereby grants to Xxxxxx a worldwide, co-exclusive (with Millennium) license, under Millennium's rights to the Program Intellectual Property, to (i) Develop and Manufacture Joint DDCs for use as Joint Products; (ii) make, have made (subject, in the case of any sublicense, to the provisions of Section 8.3), use, sell, offer for sale, import and export Joint Products in the Territory; and (iii) undertake such other activities as may be necessary in furtherance of the Development Program and the Commercialization Program. Such license shall carry an obligation of profit-sharing with respect to Joint Products sold in the Territory, as set forth in Section 9.1. Such license shall further include the right to grant sublicenses to Affiliates of Xxxxxx and to Third Parties in accordance with the terms set forth in Section 8.3. For purposes of clarity, Millennium's co-exclusive right retained under this Section 8.1.2(a) includes the right to grant sublicenses to Affiliates of Millennium and to Third Parties in accordance with the terms set forth in Section 8.3.
(b) Subject to the terms and conditions of this Agreement (including, but not limited to, the exclusivity provisions of Section 2.1.
Development and Commercialization Licenses. License to WCCI in the Field. Subject to the terms of this Agreement, including, without limitation, Sections 3.7 and 3.9 hereof, Paratek hereby grants (and hereby agrees to cause any of its Affiliates that Controls Licensed Technology, Licensed Patent Rights and/or any interest in Joint Technology or Joint Patent Rights to grant) to WCCI (a) an exclusive (even as to Paratek and its Affiliates, except as provided below, and subject to Section 3.7) royalty- bearing license, including the right to grant sublicenses as provided in Section 7.2.2 below, under Licensed Technology and Licensed Patent Rights and Paratek’s interest in Joint Technology and Joint Patent Rights, (i) to research, have researched, Develop, have Developed, manufacture and have manufactured Lead Candidates and Backup Compounds that are not Abandoned Compounds in the Field and in the Territory in accordance with this Agreement; and (ii) to research, have researched, Develop, have Developed, manufacture, have manufactured, use, have used, sell, distribute for sale, have distributed for sale, offer for sale, have sold, import, have imported, otherwise Commercialize and otherwise have Commercialized Products in the Field and in the Territory and (b) an exclusive (even as to Paratek and its Affiliates) royalty-free license, including the right to grant sublicences as provided in Section 7.2.2 below, to research, have researched, develop, have developed, manufacture and have manufactured Paratek Competitive Compounds in the Field and in the Territory. For the avoidance of doubt, Paratek grants no right or license under the Licensed Technology or Licensed Patent Rights or Paratek’s interest in Joint Technology and Joint Patent Rights to WCCI or its Affiliates to make derivatives of any Backup Compounds,
