Enabling License from Biogen to AGTC Sample Clauses

Enabling License from Biogen to AGTC. (a) Subject to the terms and conditions of this Agreement and effective as of the Effective Date, Biogen, on behalf of itself and its Affiliates, hereby grants to AGTC a non-exclusive, worldwide, royalty-bearing license, with the right to grant sublicenses through multiple tiers, under the Biogen Platform Improvement Technology to use, have used, Develop, have Developed, Manufacture, have Manufactured, Commercialize, have Commercialized, import, have imported, export and have exported Gene Therapy Products. (b) If any Gene Therapy Product sold by AGTC, its Affiliates or Sublicensees is Covered by a Valid Claim of a Biogen Platform Improvement Patent Right licensed to AGTC under this Section 5.4.2 in the country in which such Gene Therapy Product is made, used or sold, then on a country-by-country basis AGTC will pay to Biogen a royalty at a rate to be agreed upon by the Parties of up to [***] of net sales (as determined in accordance with Section 5.4.2(d) and calculated in accordance with Section 1.184, which definition of Net Sales shall apply mutatis mutandis to such calculation) of such Gene Therapy Product on a country-by-country and Gene Therapy Product-by-Gene Therapy Product basis, until the latest of (a) the expiration of the last to expire of any Valid Claim included in any Patent Right licensed to AGTC under this Section 5.4.2 in such country which Valid Claim Covers the manufacture, use, sale, offer for sale or importation of such Gene Therapy Product in such country, (b) [***]. (c) Such royalties shall be paid in accordance with the provisions of Section 6.7, which shall apply mutatis mutandis to payments made by AGTC pursuant to this Section 5.4.2, provided, however, that if AGTC licenses or has prior to the Effective Date licensed, intellectual property rights from one or more Third Parties, in either case, which intellectual property rights are necessary or useful to, and are actually used at any time to, exercise the license under Section 5.4.2(a), whether directly or through any AGTC Affiliate or Sublicensee, then any royalties otherwise payable to Biogen under Section 5.4.2(b) shall be reduced by [***] of the royalties paid to Third Parties pursuant to any such Third Party licenses arising out of and directly attributable and proportionately allocated to the exercise of the license under 5.4.2(a), provided that in no event shall any royalty payable to Biogen under this Section 5.4.2 be reduced to less than [***] (unless the royalty rate d...
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Related to Enabling License from Biogen to AGTC

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