Exclusive License Grants. Upon payment of the ADC Access Fee set forth in Section 6.1.1 with respect to the First Exclusive Antigen, and the Option Exercise Fee set forth in Section 6.3 of this Agreement with respect to the Second Exclusive Antigen, subject to the terms and conditions of this Agreement, and commencing as of the date SGI has received the ADC Access Fee or Option Exercise Fee, as the case may be, from Licensee, SGI shall automatically be deemed to have granted to Licensee an exclusive (even as to SGI), royalty-bearing license under the SGI Technology, with the right to sublicense as permitted in Section 3.6, to discover, develop, have developed, make, have made, import, use, offer for sale, and sell Licensed Products that bind specifically to the Exclusive Antigen within the Field in the Territory (each, an “Exclusive License” and collectively, the “Exclusive Licenses”). Each Exclusive License shall continue for the Royalty Term, unless earlier terminated pursuant to Article 13, subject to payment of applicable milestones, royalties and the Exclusive License Maintenance Fees set forth in Section 6.2 of this Agreement applicable to such Exclusive License.
Exclusive License Grants. 6 2.2 Provisions of Licensed Processes Information and Improvements.................. 6 2.3 Sublicenses.................................................................... 7 SECTION 3. DRUG DEVELOPMENT...................................................................... 7
Exclusive License Grants. Subject to the terms and conditions of this ------------------------ Agreement, DTI hereby grants MRE for itself and its Affiliates an Exclusive License, with the right to sublicense, under the Licensed Patent Rights and Licensed Processes Information and Improvements to develop, test, make, have made, use, sell, offer to sell, import and export Licensed Products in the Territory for use in Licensed Processes, subject to DTI's limited rights of co-promotion as set forth in Section 5.
Exclusive License Grants. 3.2.1 Upon the occurrence of the applicable events provided in Section 3.2.2 below with respect to an Exclusive Target Antigen and subject to the terms and conditions of this Agreement, MTI shall, and does hereby, grant to Licensee an exclusive (even as to MTI and its Affiliates, except to the extent required for MTI to perform its obligations under this Agreement), non-transferrable (except as set forth in Article 16), royalty-bearing (a) right and license to and under the MTI Technology and MTI’s interest in the Joint Technology, and (b) right to access and reference the MTI Regulatory Documentation, in each case ((a) and (b)), with the right to sublicense (through multiple tiers) as permitted in Section 3.6, to Develop, [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Manufacture, Commercialize and otherwise Exploit ADCs and Licensed Products, in each case, Directed to such Exclusive Target Antigen, within the Field in the Territory (collectively, the “Exclusive License”).
Exclusive License Grants. 7.1.1 Subject to the terms and conditions of this Agreement, Eagle hereby grants to Cephalon a non-transferable (except in accordance with Section 16.2), exclusive (even as to Eagle), royalty-bearing license, with the right to sublicense through multiple tiers, under the Eagle IP, to Develop (solely to the extent [ * ]), Commercialize, use, import, export, offer for sale and sell (and have others do the foregoing) the Licensed Compounds and Licensed Products in the Field in and for the Territory. In addition, subject to the terms and conditions of this Agreement, Eagle hereby grants to Cephalon a non-transferable (except in accordance with Section 16.2) right of reference to any NDAs and other Regulatory Filings Controlled by Eagle or any of its Affiliates as of the Effective Date or during the Term for the limited purpose of exercising the rights expressly granted to Cephalon hereunder.
Exclusive License Grants. Subject to the terms and conditions of this Agreement, including Section 8.3 (Retained Rights), Esperion hereby grants to DSE a non-transferable (except as provided in Section 14.2 (Assignment)), sublicensable (subject to Section 8.1.2 (DSE Sublicense Rights)), exclusive (even as to Esperion) license under the Esperion Technology, Esperion Patent Rights and Esperion Trademarks to: (a) (i) Commercialize the Licensed Products other than TC Products in the Field in the DSE Territory and (ii) Manufacture and have Manufactured the Licensed Products other than TC Products anywhere in the world (excluding Japan) solely for the purpose of Commercializing such Licensed Products other than TC Products in the Field in the DSE Territory, and (b) (i) Develop, Manufacture and Commercialize the TC Products in the Field in the DSE Territory, (ii) Develop and have Developed the TC Products anywhere in the world (excluding Japan) solely for the purpose of obtaining Regulatory Approval of and Commercializing the TC Products in the Field in the DSE Territory, and (iii) Manufacture and have Manufactured the TC Products anywhere in the world (excluding Japan) solely for the purposes of Developing the TC Products for Commercialization in the Field in the DSE Territory and Commercializing the TC Products in the Field in the DSE Territory. The licenses granted hereunder shall be royalty-bearing for the Royalty Term applicable to each Licensed Product in each country in the DSE Territory, and, after the expiration of the Royalty Term applicable to such Licensed Product in such country, shall convert to a fully-paid perpetual license for such Licensed Product in such country.
Exclusive License Grants. Subject to the terms and conditions of this Agreement, during the Term of this Agreement, Evotec hereby grants to Xxxxx an exclusive license or sub-license under the Licensed Technology and the Licensed Patent Rights, including the right to grant sublicenses as provided in Section 8.2, to Research, Develop, Manufacture and Commercialize Licensed Products and Products in the Field in the Territory. Xxxxx hereby agrees and covenants that Xxxxx shall not, and will procure that its Affiliates and Sublicensees shall not, use the Licensed Technology and the Licensed Patents rights outside the scope of the license granted to Xxxxx under this Section 8.1.1. For purposes of clarity, the licenses granted to Xxxxx under this Section 8.1.1 shall be subject to the retained rights of Evotec and Sanofi solely to conduct Research (but not Development or Commercialization) with respect to Licensed Products and Products in the Field in the Territory.
Exclusive License Grants. Subject to the terms and conditions of this Agreement, INBRX hereby grants to FivePrime an exclusive, royalty-bearing (as set forth in Section 7) license, with the right to grant sublicenses in accordance with Section 5.1.2, under the Licensed IP to:
Exclusive License Grants. SurModics hereby grants to Merck the following licenses:
Exclusive License Grants. (a) Subject to the terms and conditions of this Agreement, Nogra hereby grants to Licensee a non-transferable (except in accordance with Section 13.1), exclusive (even as to Nogra), worldwide license, with the right to sublicense in accordance with Section 3.2 only, under the Nogra Patent Rights and Nogra Know-How, to make, have made, use, sell, offer to sell, import, Develop, Manufacture and Commercialize the Licensed Compounds and Licensed Products in the Field in the Territory. In addition, subject to the terms and conditions of this Agreement, Nogra hereby grants to Licensee a non-transferable (except in accordance with Section 13.1) right of reference to any INDs and other Regulatory Filings Controlled by Nogra or any of its Affiliates as of the Execution Date or during the Term for the Licensed Compounds and Licensed Products. The license granted to Licensee by Nogra under the [***] IP will be subject to the terms and conditions of the [***] License Agreement, provided that, for clarity, Nogra will be responsible for all payment obligations under the [***] License Agreement.
