Common use of Exclusive Grant to Commercialize Clause in Contracts

Exclusive Grant to Commercialize. In consideration of the commitments and undertakings of AVENTIS under this AGREEMENT, GENTA hereby grants to AVENTIS an exclusive right and license to practice under the GENTA PATENT RIGHTS, and to use, reproduce, modify and otherwise exploit the GENTA TECHNOLOGY, in each case only to sell, offer for sale and import COMPOUND and PRODUCT into and throughout the ROW for use in the FIELD. Such grant shall be exclusive even as to GENTA and its AFFILIATES; provided, however, that GENTA and its AFFILIATES shall retain such rights as are reasonably necessary for them to exercise their rights and perform their obligations as expressly set forth in this AGREEMENT, the U.S. Commercialization Agreement and the Global Supply Agreement. AVENTIS may exercise such license rights through its AFFILIATES and through its or their MARKETING DISTRIBUTORS who distribute other AVENTIS products; provided, however, AVENTIS and its AFFILIATES must obtain GENTA's prior written approval before exercising such rights through a MARKETING DISTRIBUTOR who is responsible for all or substantially all of the marketing and promotion of the PRODUCT within a MAJOR EUROPEAN COUNTRY, provided further, however, that no such approval is required if AVENTIS has a thirty percent (30%) or greater equity interest in such MARKETING DISTRIBUTOR. For clarification purposes, AVENTIS shall not be required to seek GENTA's prior written approval to use normal wholesale or specialty distribution channels.

Exclusive Grant to Commercialize. In consideration of the commitments and undertakings of AVENTIS under this AGREEMENT, GENTA hereby grants to AVENTIS an exclusive right and license to practice under the GENTA PATENT RIGHTS, and to use, reproduce, modify and otherwise exploit the GENTA TECHNOLOGY, in each case only to sell, offer for sale and import COMPOUND and PRODUCT into and throughout the ROW United States for use in the FIELD. Such grant shall be exclusive even as to GENTA and its AFFILIATES; provided, however, that GENTA and its AFFILIATES shall retain such rights as are reasonably (*) Represents language that is redacted and subject to Confidential Treatment. necessary for them to exercise their rights and perform their obligations as expressly set forth in this AGREEMENT, the Ex-U.S. Commercialization Agreement and the Global Supply Agreement. AVENTIS may exercise such license rights through its AFFILIATES and through its or their MARKETING DISTRIBUTORS who distribute other AVENTIS products; provided, however, AVENTIS and its AFFILIATES must obtain GENTA's prior written approval before exercising such rights through a MARKETING DISTRIBUTOR who is responsible for all or substantially all of the marketing and promotion of the PRODUCT within a MAJOR EUROPEAN COUNTRYthe United States, provided further, however, that no such approval is required if AVENTIS has a thirty percent (30%) or greater equity interest in such MARKETING DISTRIBUTOR. For clarification purposes, AVENTIS shall not be required to seek GENTA's prior written approval to use normal wholesale or specialty distribution channels.

Exclusive Grant to Commercialize. In consideration of the commitments and undertakings of AVENTIS under this AGREEMENT, GENTA hereby grants to AVENTIS an exclusive right and license to practice under the GENTA PATENT RIGHTS, and to use, reproduce, modify and otherwise exploit the GENTA TECHNOLOGY, in each case only to sell, offer for sale and import COMPOUND and PRODUCT into and throughout the ROW United States for use in the FIELD. Such grant shall be exclusive even as to GENTA and its AFFILIATES; provided, however, that GENTA and its AFFILIATES shall retain such rights as are reasonably necessary for them to exercise their rights and perform their obligations as expressly set forth in this AGREEMENT, the Ex-U.S. Commercialization Agreement and the Global Supply Agreement. AVENTIS may exercise such license rights through its AFFILIATES and through its or their MARKETING DISTRIBUTORS who distribute other AVENTIS products; provided, however, AVENTIS and its AFFILIATES must obtain GENTA's prior written approval before exercising such rights through a MARKETING DISTRIBUTOR who is responsible for all or substantially all of the marketing and promotion of the PRODUCT within a MAJOR EUROPEAN COUNTRYthe United States, provided further, however, that no such approval is required if AVENTIS has a thirty percent (30%) or greater equity interest in such MARKETING DISTRIBUTOR. For clarification purposes, AVENTIS shall not be required to seek GENTA's prior written approval to use normal wholesale or specialty distribution channels.