Common use of Grant-Back License Clause in Contracts

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: (i) to make, have made, use, import, export offer for sale, sell, and have sold Products in order to Develop Products in the Field and outside the Territory, and (ii) to make, have made, use, import, export, offer for sale, sell and have sold Products in order to Commercialize Products in the Field and outside the Territory. For clarity, the rights granted under Section 2.5(a) include the right to make and have made the Compound and or Products in the Territory solely for Development and Commercialization outside the Territory (or with respect to supplying Licensee in accordance with the Supply Agreements). (b) MTI shall have the right to sublicense the rights granted to it in Sections 2.5(a), 5.7(a), 5.7(b), 5.7(d), 5.7(f) and 9.1(c) (and, to the extent permitted by each underlying license with a Sublicensee, Section 2.7) to its Affiliates and to any Other Licensee to the extent such Other Licensee has granted an Other Licensee Non-Exclusive Grant-Back License to Licensee (such Other Licensee, a “Cooperative Other Licensee”), provided that MTI shall at all times remain liable for the performance and actions of its Affiliates and Other Licensees. MTI shall not, and shall not permit any of its Affiliates or Other Licensees to, use or practice any Licensee Owned Improvement Patents or Licensee Owned Improvement Know-How outside the scope of the license granted to it under this Section 2.5. The rights granted in this Section 2.5 are referred to as “Licensee Grant-Back License”. (c) Notwithstanding any provisions to the contrary, the licenses rights, and access to Patents, Know-How and Data (other than Regulatory Data or Safety Data) granted to MTI hereunder excludes any license right or access to the extent relating to a non-generic therapeutically-active ingredient used in a Combination Product regardless of whether such non- generic therapeutically-active ingredient is Controlled by Licensee or otherwise. For clarity, this Section 2.5(c) is not intended to affect Licensee’s obligations or MTI’s rights under Section 5.7 with respect (i) to all Safety Data relating to any such Combination Product or otherwise and (ii) to any Regulatory Data relating to the Compound.

Grant-Back License. (a) Licensee shall Pharmstandard hereby agrees to grant and hereby does grant grants to MTI a non-AVEO (i) an exclusive, sublicensable (in accordance with Section 2.5(b))irrevocable, perpetual, fully paid-up, royalty-free sublicensable license under Licenseethe Pharmstandard Know-How and (ii) a non-exclusive, fully paid-up sublicensable license under the Pharmstandard Patents and Pharmstandard’s and its Affiliate’s rights interest in the Licensee Owned Improvement Patents Joint Patents: (A) to research, develop, use, sell, offer for sale and Licensee Owned Improvement Know-How: import the Licensed Compound and any Licensed Product in the AVEO Territory, and (iB) to make, have made, use, import, export offer made and use the Licensed Compound and any Licensed Product worldwide solely for sale, sellpurposes of the activities described in clause (A), and have sold (C) to clinically test Licensed Products anywhere in the world to obtain data to support any application for Marketing Authorization in the AVEO Territory. If under Applicable Law a separate written agreement is required to formalize the foregoing grant-back license for the Pharmstandard Territory, the Parties shall negotiate in good faith and execute such agreement. Further Pharmstandard shall provide AVEO with all reasonable assistance necessary for the accomplishment of such licensing, including, execution and delivery of respective powers of attorney and other documents in order for AVEO to Develop Products in the Field and outside the Territory, and (ii) to make, have made, use, import, export, offer for sale, sell and have sold Products in order to Commercialize Products in the Field and outside the Territory. For clarity, the rights granted under Section 2.5(a) include the right to make and have made the Compound and or Products in the Territory solely for Development and Commercialization outside the Territory (or with respect to supplying Licensee in accordance with the Supply Agreements). (b) MTI shall have the right to sublicense the rights granted to it in Sections 2.5(a), 5.7(a), 5.7(b), 5.7(d), 5.7(f) and 9.1(c) (and, to the extent permitted by each underlying license with become a Sublicensee, Section 2.7) to its Affiliates and to any Other Licensee to the extent such Other Licensee has granted an Other Licensee Non-Exclusive Grant-Back License to Licensee (such Other Licensee, a “Cooperative Other Licensee”), provided that MTI shall at all times remain liable for the performance and actions of its Affiliates and Other Licensees. MTI shall not, and shall not permit any of its Affiliates or Other Licensees to, use or practice any Licensee Owned Improvement Patents or Licensee Owned Improvement Know-How outside the scope registered licensee of the license granted to it under this Section 2.5. The intellectual property rights granted set forth in this Section 2.5 are referred to as “Licensee Grant-Back License”. (c) Notwithstanding any provisions to the contrary, the licenses rights, and access to Patents, Know-How and Data (other than Regulatory Data or Safety Data) granted to MTI hereunder excludes any license right or access to the extent relating to a non-generic therapeutically-active ingredient used in a Combination Product regardless of whether such non- generic therapeutically-active ingredient is Controlled by Licensee or otherwise. For clarity, this Section 2.5(c) is not intended to affect Licensee’s obligations or MTI’s rights under Section 5.7 with respect (i) to all Safety Data relating to any such Combination Product or otherwise and (ii) above. AVEO shall provide Pharmstandard a copy of any agreement in which the following rights are sublicensed within [**] Business Days of the date on which such sublicense agreement is executed by all parties thereto. To the extent the Pharmstandard Know-How constitutes AVEO Product IP (as defined in the KHK Agreement), the foregoing license may be sublicensed to any Regulatory Data relating KHK pursuant to the CompoundKHK Agreement, with KHK having the right to grant further sublicenses in accordance with Section 4.6 of the KHK Agreement. AVEO shall provide Pharmstandard a copy of any such sublicense agreement within [**] Business Days of receipt from KHK.

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: (i) to make, have made, use, import, export offer for sale, sell, and have sold Products in order to Develop Products in the Field and outside the Territory, and (ii) to make, have made, use, import, export, offer for sale, sell and have sold Products in order to Commercialize Products in the Field and outside the Territory. For clarity, the rights granted under Section 2.5(a) include the right to make and have made the Compound and or Products in the Territory solely for Development and Commercialization outside the Territory (or with respect to supplying Licensee in accordance with the Supply Agreements). (b) MTI shall have the right to sublicense the rights granted to it in Sections 2.5(a), 5.7(a), 5.7(b), 5.7(d), 5.7(f) and 9.1(c) (and, to the extent permitted by each underlying license with a Sublicensee, Section 2.7) to its Affiliates and to any Other Licensee to the extent such Other Licensee has granted an Other Licensee Non-Exclusive Grant-Back License to Licensee (such Other Licensee, a “Cooperative Other Licensee”), provided that MTI shall at all times remain liable for the performance and actions of its Affiliates and Other Licensees. MTI shall not, and shall not permit any of its Affiliates or Other Licensees to, use or practice any Licensee Owned Improvement Patents or Licensee Owned Improvement Know-How outside the scope of the license granted to it under this Section 2.5. The rights granted in this Section 2.5 are referred to as “Licensee Grant-Back License”. (c) Notwithstanding any provisions to the contrary, the licenses rights, and access to Patents, Know-How and Data (other than Regulatory Data or Safety Data) granted to MTI hereunder excludes any license right or access to the extent relating to a non-generic therapeutically-active ingredient used in a Combination Product regardless of whether such non- non-generic therapeutically-active ingredient is Controlled by Licensee or otherwise. For clarity, this Section 2.5(c) is not intended to affect Licensee’s obligations or MTI’s rights under Section 5.7 with respect (i) to all Safety Data relating to any such Combination Product or otherwise and (ii) to any Regulatory Data relating to the Compound.

Grant-Back License. (a) Licensee shall Subject to the terms and conditions of this Agreement, Defiante hereby does grant grants to MTI Dyax a non-exclusive, sublicensable (in accordance with Section 2.5(b)), fully paid-up, royalty-free license license, with the right to grant sublicenses as set forth in Section 3.2(b), under Licensee’s the Defiante Intellectual Property, to Develop, conduct Regulatory Activities, Manufacture and its Affiliate’s rights in Commercialize the Licensee Owned Improvement Patents and Licensee Owned Improvement Know-How: Compound or Product (i) to make, have made, use, import, export offer for sale, sell, and have sold Products in order to Develop Products in the Field and outside in the Dyax Territory, and and (ii) to make, have made, use, import, export, offer for sale, sell and have sold Products in order to Commercialize Products in outside the Field and outside in all countries of the Territory. For clarity, the rights granted under Section 2.5(a) include the right to make and have made the Compound and or Products in the Territory solely for Development and Commercialization outside the Territory (or with respect to supplying Licensee in accordance with the Supply Agreements)world. (b) MTI Dyax shall have the right to sublicense grant sublicenses under the rights non-exclusive licenses granted to it in Sections 2.5(a), 5.7(a), 5.7(b), 5.7(d), 5.7(f) and 9.1(c) (and, pursuant to the extent permitted by each underlying license with a Sublicensee, Section 2.73.2(a) to its Affiliates and to any Other Licensee Third Parties under the following conditions: (i) Each sublicense agreement shall be in writing, shall not contravene or be inconsistent or in conflict with the terms of this Agreement, and shall include provisions requiring the applicable Sublicensee to acknowledge and agree that such sublicense is subject to the extent such Other Licensee applicable license(s) granted hereunder and to the relevant terms of this Agreement; (ii) Dyax may only grant a sublicense to a Sublicensee who has granted Dyax an Other Licensee Nonassignment or a fully paid, royalty-Exclusive Grantfree, exclusive or non-Back License exclusive license with the right to Licensee grant further sublicenses through multiple tiers, or an assignment, under all Sublicensee Development Data, to Develop, Manufacture and Commercialize Product in the Field in the Defiante Territory. For clarity, any Patent Rights or Know-How so licensed or assigned to Dyax by any such Sublicensee shall be deemed to be Dyax Intellectual Property hereunder; (such Other Licensee, a “Cooperative Other Licensee”), provided that MTI iii) Dyax shall at all times remain liable responsible for the performance and actions of its Affiliates and Other Licensees. MTI Sublicensees; and (iv) Dyax shall notprovide, and or cause to be provided, to Defiante a copy of each such sublicense agreement promptly following its execution; provided that Dyax shall have the right to redact any terms contained in such sublicense agreement that are not permit any material to Defiante's assessment of its Affiliates or Other Licensees to, use or practice any Licensee Owned Improvement Patents or Licensee Owned Improvement Know-How outside whether the scope sublicense agreement complies with the requirements of the license granted to it under this Section 2.5. The rights granted in this Section 2.5 are referred to as “Licensee Grant-Back License”3.2(b). (c) Notwithstanding any provisions to the contrary, the licenses rights, and access to Patents, Know-How and Data (other than Regulatory Data or Safety Data) granted to MTI hereunder excludes any license right or access to the extent relating to a non-generic therapeutically-active ingredient used in a Combination Product regardless of whether such non- generic therapeutically-active ingredient is Controlled by Licensee or otherwise. For clarity, this Section 2.5(c) is not intended to affect Licensee’s obligations or MTI’s rights under Section 5.7 with respect (i) to all Safety Data relating to any such Combination Product or otherwise and (ii) to any Regulatory Data relating to the Compound.