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. 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.
7.1.2 Subject to the terms and conditions of this Agreement, Eagle hereby grants (a) to Cephalon a non-transferable (except in accordance with Section 16.2), co-exclusive license, with the right to sublicense through multiple tiers, under the Eagle IP to Manufacture and have Manufactured the Licensed Compounds and Licensed Products in the Field in and for the Territory, and (b) to Cephalon a non-transferable (except in accordance with Section 16.2), non-exclusive license, with the right to sublicense through multiple tiers, under the Eagle IP to Manufacture and have Manufactured the Licensed Compounds and Licensed Products outside the Territory for purposes of Development and Commercialization of the Licensed Compounds and Licensed Products in the Field and for the Territory. Notwithstanding anything herein to the contrary, Eagle will have the co-exclusive right to Manufacture the Licensed Compounds and Licensed Products in the Territory solely for the purpose of supporting the research, Development, Manufacture and Commercialization of the Licensed Compounds and Licensed Products outside the Territory or to supply Licensed Compounds and Licensed Products to Cephalon and its Affiliates and sublicensees pursuant to the Manufacturing and Supply Agreement.
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, 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”).
3.2.2 With respect to each Exclusive Target Antigen, the Exclusive License shall be in effect upon exercise of the applicable Option with respect to the applicable Designated Target Antigen pursuant to Section 3.4 or 3.5, as applicable, and, in addition, with respect to the Exclusive Target Antigen [***], upon MTI’s receipt of the applicable Option Exercise Fee set forth in Section 7.4(a) with respect thereto. The Parties acknowledge and agree that Licensee paid to MTI the Option Exercise Fee for Designated Target Antigen [***] prior to the Amendment Effective Date.
3.2.3 Each Exclusive License shall continue (x) for the applicable Royalty Term, unless earlier terminated pursuant to Article 13, subject to payment of applicable milestones, and royalties, and, with respect to the Exclusive Target Antigen [***], the Technology Access Fees set forth in Section 7.1, in each case, applicable to each such Exclusive License, and (y) thereafter, as provided in Section 13.5.4.
3.2.4 During the Term, neither MTI nor its Affiliates shall carry out, conduct or engage in any activity, by itself or with or through any Third Party, directly or indirectly, to Develop, Manufacture or Commercialize or otherwise Exploit any Antibody products Directed to a Target that contain or use MTI Linker Technology, any Cytotoxic Compound or Payload, as applicable or any other MTI Technology, including ADCs or Licensed Products, in the Territory or grant any right or license, including granting any covenant not to xxx, with respect to any of the foregoing.
Exclusive License Grants. Subject to the terms and conditions of this Agreement, including Section 8.3 (Retained Rights), Esperion hereby grants to DS a non-transferable (except as provided in Section 14.1 (Assignment)), sublicensable (subject to Section 8.1.2 (DS Sublicense Rights)), exclusive (even as to Esperion and its Affiliates, except as provided in Section 2.1.2 (Development in South Korea and Taiwan)) license under the Esperion Technology, Esperion’s interest in the Joint Technology, and Esperion Trademarks to: (a) (i) Develop and have Developed the Licensed Products other than TC Products in the Field in the DS Territory (but solely to the extent necessary for DS to conduct the Development activities set forth in the applicable Development Plan in accordance with Section 2.1.4 (Development Plans)), (ii) Commercialize the Licensed Products other than TC Products in the Field in the DS Territory and (iii) 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 DS Territory, and (b) (i) Develop, Manufacture and Commercialize the TC Products in the Field in the DS 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 DS 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 DS Territory and Commercializing the TC Products in the Field in the DS Territory. The licenses granted hereunder shall be royalty-bearing for the Royalty Term applicable to each Licensed Product in each country in the DS 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. 5.1.1 Sutro hereby grants to Merck an exclusive license (even as to Sutro) in the Territory under Sutro Patent Rights, Sutro Know-How and Sutro’s interest in Joint Patent Rights, and Pre-Existing Sutro Patent Rights or Pre-Existing Sutro Know-How (to the extent not yet assigned to Merck hereunder), with the right to grant and authorize sublicenses in the Field: (i) to make, have made, use, import, sell, offer to sell and otherwise exploit (including to Research, Develop, Manufacture and Commercialize) Compound(s) and/or Product(s); (ii) to otherwise perform its activities under the Research Programs; and (iii) to otherwise carry out activities contemplated under this Agreement. The foregoing license does not include any rights under the Sutro Patent Rights, Sutro Know-How or Sutro’s interest in Joint Patent Rights with respect to distinct and separate active pharmaceutical ingredients that may be included in a Product in combination with the Compound where such ingredients are not themselves also a component of the Compound. The licenses granted under this Section 5.1.1 (with respect to the Sutro Background Patent Rights inlicensed from Stanford identified in Schedule 1.96) shall be [*] Stanford In-License, and Merck agrees to [*]; provided that: (a) [*] of the Stanford In-License. The licenses granted under this Section 5.1.1 (with respect to the [*]) shall be [*]; provided that: (a) [*]. Notwithstanding the foregoing, the Stanford In-License and [*] In-License shall continue to be [*].
5.1.2 Notwithstanding the scope of the exclusive licenses granted to Merck under Section 5.1.1, Sutro shall retain the rights under Sutro Patent Rights, Pre-Existing Sutro Patent Rights, Sutro Know-How, Pre-Existing Sutro Know-How and Sutro’s interest in Joint Patent Rights: (a) during a given Research Program Term within the Field necessary solely in connection with performing Sutro’s obligations under such Research Program in accordance with this Agreement; and (b) during the Term within the Field necessary solely in connection with performing Sutro’s obligations under a Supply Agreement.
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:
(a) EXELIXIS hereby grants to MERCK an exclusive, royalty-bearing license, with the right to sublicense, under the EXELIXIS Technology to research, develop, make, have made, import, use, offer for sale and sell Compounds and /or Products in the Territory for use in the Field. Such license grant shall be exclusive even as to EXELIXIS.
(b) EXELIXIS hereby grants to MERCK an exclusive, royalty-free license, with the right to sublicense, under the EXELIXIS Technology for research purposes in order to identify, derivatize, pre-clinically develop, make, have made and use Compounds. For clarity, this research license would allow MERCK to [ * ] for the purpose of identifying, derivatizing, making and having made Compounds.
(c) In order to provide MERCK with the exclusive licenses set forth in this Section 2.1 EXELIXIS will not [ * ], but rather will [ * ] that [ * ] so that [ * ] or [ * ], including without limitation [ * ], [ * ] during the term of the Agreement, provided that [ * ].
Exclusive License Grants. (i) Effective as provided in Section 3.1.3(c)(i), FHT hereby grants to Merck an exclusive, sublicensable license in the Territory under the Patent Rights, and to use the FHT Collaboration Program Inventions and Results, in each case solely in the Test Field, subject to the exclusivity milestones and royalties described in Sections 5.9 and 5.11 (“Test Exclusivity License”).
(ii) Effective as provided in Section 3.1.3(c)(ii), FHT hereby grants to Merck an exclusive, sublicensable license in the Territory under the Patent Rights, and to use the FHT Collaboration Program Inventions and Results, in each case solely for purposes outside the Test Field, subject to the exclusivity milestones and royalties described in Sections 5.7, 5.8 and 5.11 (“Product Exclusivity License”).
