Grant-Back License. COMPANY agrees to grant to CRUCELL a non-exclusive license, with the right to sub-license as provided in this Section 2.2, to any and all PATENTS owned and/or controlled by COMPANY, claiming, and know-how related to, inventions made and/or conceived during the course of, and/or resulting from, activities performed under the licenses in Section 2.1, which inventions relate to and cover the production of VIRAL PARTICLES using PER.C6® CELLS and/or the use, and/or optimization of operating parameters relating to PER.C6® CELLS. To the extent that such PATENTS or know-how extend to cells other than PER.C6® CELLS, CRUCELL’s license right under this clause shall be limited to adenoviral E1-immortalized human cell lines, and the use of, handling of or manufacture thereof, and CRUCELL’S rights shall not extend to the use or sale of the particular VIRAL PARTICLES that are developed by VAXIN and or that are the subject of the licenses under Section 2.1. CRUCELL shall only sublicense its rights under this clause to existing and future licensees under the PER.C6® CELL PATENTS and/or PER.C6® CELL KNOW HOW, which licensees grant to CRUCELL a grant-back license to improvements on substantially the same terms as granted herein, which terms provide for the sublicensing of such improvements to other PER.C6® licensees including VAXIN.
Grant-Back License. (a) Licensee shall and hereby does grant to MTI a non-exclusive, sublicensable (in accordance with Section 2.5(b)), fully paid-up, royalty-free license under Licensee’s and its Affiliate’s rights in the Licensee Owned Improvement Patents and Licensee Owned Improvement Know-How:
Grant-Back License. Subject to the provisions of this Agreement, upon assignment to Genzyme, the SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights will be deemed to be Genzyme Collaboration Patent Rights and will be automatically licensed to Voyager under this Agreement as such.
Grant-Back License. Connetics hereby grants to Genentech under any Connetics Patent Rights and Connetics Knowhow, a nonexclusive, sublicenseable license in the Territory to make, have made, use, sell, offer for sale and import Interferon Gamma for any use outside of the Field of Use, with a royalty rate of *** payable to Connetics on net sales of Interferon Gamma by Genentech, its affiliates and its sublicensees covered by such Connetics Patent Rights or incorporating such Connetics Knowhow. Genentech shall have the right to grant sublicenses under such license, subject to the prior written approval of Connetics, which approval shall not be unreasonably withheld. The license granted to Genentech under this Section 2.4 shall expire on the later of: (a) the expiration of the last to expire of any Connetics Patent Rights or (b) if Connetics Knowhow was used, twenty (20) years from the first commercial sale of Interferon Gamma outside the Field of Use by Genentech, its affiliates or its sublicensees hereunder. As used herein, “net sales” shall have the equivalent definition given to Net Sales in Section 1.25 above.
Grant-Back License. Subject to the terms of the Agreement, MirnaRx hereby grants to Marina Bio (and its Affiliates) the [***] license, with the right to sublicense (subject to the limitation below) in the Territory under the Improvement Patent Claims solely to use and practice the Improvement Patent Claims in connection with the manufacture. use or sale of the Licensed Technology. In no event shall Marina Bio or its Affiliates or sublicensees) grant, or have any rights to grant, any sublicense under the foregoing license that is separate from a license (to the applicable sublicensee) under Marina Bio Technology. Marina Bio shall pay to MirnaRx a royalty of [***]% of the net sales of any products sold by Marina Bio or its Affiliate or sublicensee where the manufacture, use or sale of such product is claimed by a valid claim in the issued Improvement Patent Claims (where the terms “net sales” and “valid claim” have the same meanings as Net Sales and Valid Claims applied mutatis mutandis to the situation involving such product sold by Marina Bio (or its Affiliate or sublicensee) and Improvement Patent Claim). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Grant-Back License. Subject to the terms of the Agreement, ProNAi hereby grants to Marina (and its Affiliates) the [***] license, with the right to sublicense (subject to the limitation below) in the Territory under the Improvement Patent Claims solely to use and practice the Improvement Patent Claims in connection with the manufacture, use or sale of the Licensed Technology outside the Field of Use. In no event shall Marina (or its Affiliates or sublicensees) grant, or have any rights to grant, any sublicense under the foregoing license that is separate from a license (to the applicable sublicensee) under Marina Technology. Marina shall pay to ProNAi a royalty of [***]% of the net sales of any products sold by Marina or its Affiliates or sublicensees where the manufacture, use or sale of such product is claimed by a valid claim in the issued Improvement Patent Claims (where the terms “net sales” and “valid claim” have the same meanings as Net Sales and Valid Claims applied mutatis mutandis to the situation involving such product sold by Marina (or its Affiliate or sublicensee) and Improvement Patent Claim).
Grant-Back License. (a) Subject to the terms of this Section 2.3, and effective as of the Effective Date, Purchaser hereby grants back to Seller and each of its Subsidiaries (but only as long as such Subsidiary is and remains a Subsidiary of Seller), an irrevocable, non-exclusive, non-transferable and non-assignable (except in the event of a Change of Control as set forth below), non-sublicensable, worldwide, fully paid-up license under the Assigned Patents, to make, have made (to the extent substantially designed by Seller or its Subsidiaries), import, use, offer to sell, sell and otherwise dispose of Seller Products to any third party. The license and rights set forth in this Section 2.3 shall apply only to the Assigned Patents assigned by Seller to Purchaser under this Agreement and shall not apply to any other Patents of Purchaser or any of its Affiliates, whether by implication, estoppel or otherwise (even if such other Patents are necessary for practice of the Assigned Patents).
Grant-Back License. Subject to the terms and conditions of this Agreement, ArriVent hereby grants to Allist a non-exclusive license (with the right to grant sublicenses through multiple tiers) to use the ArriVent Results and ArriVent Improvements to Exploit the Licensed Compounds and Products in the Field and in the Retained Territory.
Grant-Back License. Subject to the terms and conditions of this Agreement, IV hereby grants to Digimarc a fully paid-up, royalty-free, non-exclusive, irrevocable, nonsublicensable, nontransferable (except as set forth in subsection 2.2) right and license, without geographic limitation, under each of the Patents (a) to make, have made, use, lease, sell (or license, in the case of software), offer to sell, import or export any Digimarc Product (the “Digimarc Product License”), and (b) to conduct Digimarc’s own research and development activities, and to provide Digimarc Services to third parties (the “Digimarc Practice License”, and collectively with the Digimarc Product License, the “Digimarc License”); provided, however, that:
Grant-Back License. Merck will grant to Xxxxx a non-exclusive, royalty-free, fully-paid up, perpetual worldwide license, including the right to grant sublicenses, to any Merck Patent arising under the Agreement, which claims recite the use, formulation or any other Improvements solely related to the licensed Xxxxx Technology (each a “Xxxxx Technology Improvement”) to the extent necessary for Xxxxx and its sublicensees to practice Xxxxx Technology Improvements outside the Fields. For purposes of clarity, any Merck Patents that (a) claim Improvements related to Manufacturing or (b) claim any Improvements related to or including any peptide, protein or Antigen Controlled by Merck shall not constitute a Xxxxx Technology Improvement. In addition, prior to the expiration of the Option Notice Period, Xxxxx shall not have the right to use any Xxxxx Technology Improvement within any of the Additional Fields or to sublicense any Xxxxx Technology Improvement for use within any of the Additional Fields. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. Xxxxx will notify Merck if Xxxxx desires a license from Merck to any Merck Patents which claims or recites any Improvements solely related to Manufacturing of oligonucleotides (“Manufacturing Improvement Patent Rights”). In such event, the Parties will enter into an agreement on commercially reasonable terms under which Merck grants to Xxxxx a license to the Manufacturing Improvement Patent Rights, with a right to grant sublicenses solely to Related Parties to whom Xxxxx has otherwise licensed Xxxxx Technology. However, Xxxxx will not be permitted to use the Manufacturing Improvement Patent Rights or grant a sublicense to the Manufacturing Improvement Patent Rights for use (a) within any of the Fields or (b) within any of the Additional Fields prior to expiration of the Option Notice Period.
