Development and Commercialization of Organon Products in Collaboration Field Clause Samples

Development and Commercialization of Organon Products in Collaboration Field. Subject to the terms of this Agreement and any applicable [**], Lexicon hereby grants to Organon and its Affiliates, within the Territory, an exclusive right and license, with the right to sublicense, 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 to Develop, make, have made, import, use, have used, offer for sale, sell and have sold Organon Products (and, except for Collaboration Products relating to the same Program Target as to which Lexicon has not Opted Out, any Program Antibodies, Program Antisense Compounds and Program Proteins relating to the foregoing) in the Collaboration 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 Organon shall remain responsible for all payments due to Lexicon hereunder. Organon 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 1.23, each such sublicense agreement shall be Confidential Information of Organon.