Common use of Grant of License Rights Clause in Contracts

Grant of License Rights. 5.1 EXCLUSIVE LICENSE UNDER LEXICON PRE-EXISTING PATENTS AND KNOW-HOW AND RESTRICTED RIGHTS PROJECT PATENTS AND KNOW-HOW FOR THE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION OF LICENSED PRODUCTS. Subject to the terms of this Agreement, Lexicon hereby grants to Genentech (i) an exclusive (even as to Lexicon), world-wide right and license under the Lexicon Pre-Existing Patents and Know-How and (ii), to the extent specified in the Parties' designation(s) of Restricted Rights Project(s), an exclusive (even as to Lexicon) or non-exclusive, world-wide right and license under the Restricted Rights Project Patents and Know-How, in each case to research, develop, make (or have made), use, sell, offer for sale, and import Licensed Products in the Field. Such license includes the right to grant sublicenses of all or part of such rights without Lexicon's consent; provided that the grant of any such sublicense shall be consistent with the terms and conditions of this Agreement and that no such sublicense to a Product Licensee shall relieve Genentech of primary responsibility for all payments and royalties due to Lexicon under Article 7 with respect to Licensed Product(s) licensed to such Product Licensee. 5.2 LICENSE UNDER LEXICON PRE-EXISTING PATENTS AND KNOW-HOW AND RESTRICTED RIGHTS PROJECT PATENTS AND KNOW-HOW FOR THE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION OF PRODUCTS OTHER THAN LICENSED PRODUCTS IN THE FIELD. Subject to the terms of this Agreement, Lexicon hereby grants to Genentech a royalty-free, worldwide right and license under the Lexicon Pre-Existing Patents and Know-How and, to the extent specified in the Parties' designation(s) of Restricted Rights Project(s), the Restricted Rights Project Patents and Know-How to research, develop, make (or have made), use, offer for sale, sell, and import products (including, but not limited to Small Molecule Drugs) other than Licensed Products for use in the Field. Such right and license (i) shall be exclusive (even as to Lexicon) under the Lexicon Pre-Existing Patents and Know-How with respect to products in the Field other than Small Molecule Drugs, (ii) shall be exclusive (even as to Lexicon) or non-exclusive under the Restricted Rights Project Patents and Know-How, to the extent specified in the Parties' designation(s) of Restricted Rights Project(s), with respect to products in the Field other than Small Molecule Drugs and (iii) shall be non-exclusive with regard to Small Molecule Drugs. Lexicon hereby grants Genentech the right to grant sublicenses under the right and license granted by Lexicon pursuant to this Section 5.2, on a Project Gene-by-Project Gene basis; provided, however, that with respect to a Small Molecule Drug related to a Project Gene, without the prior written consent of Lexicon, no such sublicense under the Lexicon Pre-Existing Patents or Know-How or Restricted Rights Project Patents or Know-How may be granted to any Third Person in the absence of (x) a corresponding license or sublicense of right to a given Small Molecule Drug that directly modulates the Protein produced by such Project Gene or Derivative Protein thereof and discovered, researched and under bona fide commercial development (at least through the stage of the demonstration of preclinical efficacy in animal studies) by Genentech and (y) the license or sublicense of Patent rights pertaining thereto owned by, licensed to or controlled by Genentech.

Grant of License Rights. 5.1 EXCLUSIVE LICENSE UNDER LEXICON PRE-EXISTING PATENTS AND KNOW-HOW AND RESTRICTED RIGHTS PROJECT PATENTS AND KNOW-HOW FOR THE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION OF LICENSED PRODUCTS. Subject to the terms of this Agreement, Lexicon hereby grants to Genentech (i) an exclusive (even as to Lexicon), world-wide right and license under the Lexicon Pre-Existing Patents and Know-How and (ii), to the extent specified in the Parties' designation(s) of Restricted Rights Project(s), an exclusive (even as to Lexicon) or non-exclusive, world-wide right and license under the Restricted Rights Project Patents and Know-How, in each case to research, develop, make (or have made), use, sell, offer for sale, and import Licensed Products in the Field. Such license includes the right to grant sublicenses of all or part of such rights without Lexicon's consent; provided that the grant of any such sublicense shall be consistent with the terms and conditions of this Agreement and that no such sublicense to a Product Licensee shall relieve Genentech of primary responsibility for all payments and royalties due to Lexicon under Article 7 with respect to Licensed Product(s) licensed to such Product Licensee. 5.2 LICENSE UNDER LEXICON PRE-EXISTING PATENTS AND KNOW-HOW AND RESTRICTED RIGHTS PROJECT PATENTS AND KNOW-HOW FOR THE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION OF PRODUCTS OTHER THAN LICENSED PRODUCTS IN THE FIELD. Subject to the terms of this Agreement, Lexicon hereby grants to Genentech a royalty-free, worldwide right and license under the Lexicon Pre-Existing Patents and Know-How and, to the extent specified in the Parties' designation(s) of Restricted Rights Project(s), the Restricted Rights Project Patents and Know-How to research, develop, make (or have made), use, offer for sale, sell, and import products (including, but not limited to Small Molecule Drugs) other than Licensed Products for use in the Field. Such right and license (i) shall be exclusive (even as to Lexicon) under the Lexicon Pre-Existing Patents and Know-How with respect to products in the Field other than Small Molecule Drugs, (ii) shall be exclusive (even as to Lexicon) or non-exclusive under the Restricted Rights Project Patents and Know-How, to the extent specified in the Parties' designation(s) of Restricted Rights Project(s), with respect to products in the Field other than Small Molecule Drugs and (iii) shall be non-exclusive with regard to Small Molecule Drugs. Lexicon hereby grants Genentech the right to grant sublicenses under the right and license granted by Lexicon pursuant to this Section 5.2, on a Project Gene-by-Project Gene basis; provided, however, that with respect to a Small Molecule Drug related to a Project Gene, without the prior written consent of Lexicon, no such sublicense under the Lexicon Pre-Existing Patents or Know-How or Restricted Rights Project Patents or Know-How may be granted to any Third Person in the absence of (xi) a corresponding license or sublicense of right to a given Small Molecule Drug that directly modulates the Protein produced by such Project Gene or Derivative Protein thereof and discovered, researched and under bona fide commercial development (at least through the stage of the demonstration of preclinical efficacy in animal studies) by Genentech and (yii) the license or sublicense of Patent rights pertaining thereto owned by, licensed to or controlled by Genentech.

Grant of License Rights. 5.1 EXCLUSIVE 3.1 ZALICUS hereby grants to ANABIOS as of the EFFECTIVE DATE, an exclusive, worldwide, sub-licensable, and in certain circumstances (see Article 5.0) milestones, and royalty-bearing license (hereinafter “LICENSE”) under the PATENT RIGHTS to develop, make, have made, import, export, use, sell and offer for sale, have sold, market, distribute, LICENSED PRODUCTS in the FIELD during the TERM. The LICENSE UNDER LEXICON PRE-EXISTING PATENTS AND KNOW-HOW AND RESTRICTED RIGHTS PROJECT PATENTS AND KNOW-HOW FOR THE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION OF LICENSED PRODUCTS. Subject includes the right to sublicense in accordance with the terms of this Agreement, Lexicon hereby grants to Genentech (i) an exclusive (even as to Lexicon), world-wide right and license AGREEMENT. 3.2 Any sublicenses granted by ANABIOS under the Lexicon Pre-Existing Patents and Know-How and (ii), to the extent specified in the Parties' designation(s) of Restricted Rights Project(s), an exclusive (even as to Lexicon) or non-exclusive, world-wide right and license under the Restricted Rights Project Patents and Know-How, in each case to research, develop, make (or have made), use, sell, offer for sale, and import Licensed Products in the Field. Such license includes the right to grant sublicenses of all or part of such rights without Lexicon's consent; provided that the grant of any such sublicense this LICENSE shall be consistent with this AGREEMENT and shall protect the terms and conditions rights of ZALICUS. No such sublicense agreement shall contain any provision inconsistent with this Agreement and that no AGREEMENT or which would cause such sublicense to extend beyond the term of this AGREEMENT. ANABIOS will notify ZALICUS within 30 (thirty) days of granting a Product Licensee sublicense and will provide ZALICUS a true and correct copy of said sublicense agreement in English within forty-five (45) days of signature. All sublicenses shall relieve Genentech of primary responsibility for all payments and royalties due be assigned to Lexicon under Article 7 with respect ZALICUS, in the event that this License is terminated or converted to Licensed Product(s) licensed to such Product Licenseenon-exclusive. 5.2 LICENSE UNDER LEXICON PRE-EXISTING PATENTS AND KNOW-HOW AND RESTRICTED RIGHTS PROJECT PATENTS AND KNOW-HOW FOR THE RESEARCH3.3 ZALICUS hereby grants to ANABIOS, DEVELOPMENT AND COMMERCIALIZATION OF PRODUCTS OTHER THAN LICENSED PRODUCTS IN THE FIELD. Subject to during the terms term of this Agreement, Lexicon hereby grants to Genentech a an exclusive, worldwide, sub-licensable, and in certain circumstances (see 5.0) milestones, and royalty-free, worldwide right and bearing license under the Lexicon Pre-Existing Patents and Know-How and, (hereinafter “License”) to the extent specified to use, reproduce, modify, make derivatives of, and transfer the TANGIBLE PROPERTY in conjunction with the LICENSED PRODUCTS or as otherwise necessary or useful for the exercise of the PATENT RIGHTS licensed hereunder. ANABIOS shall have the right to sublicense the TANGIBLE PROPERTY within ANABIOS’S reasonable discretion in order to exercise the PATENT RIGHTS granted under this Agreement. ZALICUS shall make reasonable efforts to transfer to ANABIOS functional samples of the TANGIBLE PROPERTY in their original form as listed in Exhibit B, but ANABIOS accepts the TANGIBLE PROPERTY “AS-IS” without right to replacement or claim against ZALICUS for any known or unknown defect, encumbrance, or quality shortfall. 3.4 For any sublicense of the PATENT RIGHTS, LICENSEE shall include terms in the Parties' designation(s) of Restricted Rights Project(s), the Restricted Rights Project Patents and Know-How to research, develop, make (or have made), use, offer for sale, sell, and import products (including, but not limited to Small Molecule Drugs) other than Licensed Products for use in the Field. Such right and license sublicense that: (i) shall be exclusive are consistent with the relevant terms, conditions and limitations of this Agreement; (even as ii) contain an acknowledgment by the SUBLICENSEE of LICENSOR’S disclaimer of warranty and limitation on LICENSOR’S liability substantially similar to Lexiconthose provided by Article 2 above; (iii) under the Lexicon Pre-Existing Patents require sublicensee to indemnify, defend and Know-How hold harmless LICENSOR with respect to products in the Field other than Small Molecule Drugs, (ii) shall be exclusive (even as to Lexicon) or non-exclusive such sublicensee’s exercise of its rights under the Restricted Rights Project Patents and Know-How, PATENT RIGHTS in a manner substantially similar to the extent specified manner in the Parties' designation(s) of Restricted Rights Project(s), with respect which LICENSEE has agreed to products in the Field other than Small Molecule Drugs indemnify LICENSOR hereunder and (iii) shall be non-exclusive with regard require such obligation to Small Molecule Drugs. Lexicon hereby grants Genentech the right to grant sublicenses under the right and license granted by Lexicon pursuant to this Section 5.2, on a Project Gene-by-Project Gene basis; provided, however, that with respect to a Small Molecule Drug related to a Project Gene, without the prior written consent of Lexicon, no such sublicense under the Lexicon Pre-Existing Patents or Know-How or Restricted Rights Project Patents or Know-How may be granted to any Third Person in the absence of (x) a corresponding license or sublicense of right to a given Small Molecule Drug that directly modulates the Protein produced by such Project Gene or Derivative Protein thereof and discovered, researched and under bona fide commercial development (at least through the stage survive termination of the demonstration sublicense; (iv) require sublicensee to comply with Articles 2, 3.2, 3.4, 4, 5, 7.1, 7.2, 9.1, 9.6, 9.7, and Articles 10-16 of preclinical efficacy in animal studies) by Genentech and (y) the license or sublicense of Patent rights pertaining thereto owned by, licensed to or controlled by Genentechthis Agreement.

Grant of License Rights. 5.1 EXCLUSIVE LICENSE UNDER LEXICON PRE-EXISTING PATENTS AND KNOW-HOW AND RESTRICTED RIGHTS PROJECT PATENTS AND KNOW-HOW FOR THE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION OF LICENSED PRODUCTS. Subject to (a) During the terms Contract Term set forth in Section 3 of this Agreement, Lexicon Licensor, subject to the terms and conditions herein, hereby grants to Genentech (i) an exclusive (even as to Lexicon)Licensee, world-wide right and license under the Lexicon Pre-Existing Patents and Know-How and (ii), to the extent specified in the Parties' designation(s) of Restricted Rights Project(s), an exclusive (even as to Lexicon) or non-exclusive, world-wide right and license under the Restricted Rights Project Patents and Know-How, in each case to research, develop, make (or have made), use, sell, offer for sale, and import Licensed Products in the Field. Such license includes without the right to grant sublicenses except as may be otherwise provided herein, (i) a limited, nontransferable, exclusive right and license to manufacture, have manufactured on its behalf and market, sell and distribute Licensed Articles in the Territory to the Customers; and (ii) a limited, nontransferable, nonexclusive right and license to use and permit the Customers to use the Licensed Property in connection with the advertising and promotion of all Licensed Articles in the Territory. The Licensed Property may not be used by Licensee, or part anyone acting for Licensee, on any products other than the Licensed Articles or on or in connection with any other goods or services. (b) Nothing contained herein shall prohibit Licensor from manufacturing, marketing and distributing products, other than the Licensed Articles (except as allowed below), on or in connection with which the Licensed Property is used or displayed, whether such products are of the type currently being manufactured by Licensor, or of a new type or variation of products not being manufactured by Licensor on the date hereof. Further, Licensor shall have the right to purchase the Licensed Articles from Licensee at Licensee’s then current standard wholesale price less thirty-five percent (35%), for sale through stores or other outlets owned or franchised by Licensor. Specifically nothing contained herein shall prohibit Licensor or be deemed to prohibit Licensor from entering into franchise arrangements for the operation of stores in the Territory known generally as “Lxxxx Axxxxx” stores, or some variation thereof (the “LA Stores”); and in such rights without Lexicon's consent; provided that event Licensor and/or the grant of any such sublicense franchisee shall have the right to use the Licensed Property and to manufacture, have manufactured on its behalf and sell products displaying the Licensed Property which would otherwise be consistent with the terms and conditions of considered “Licensed Articles” under this Agreement and that no without such sublicense to manufacture or sale of the products or use of the Licensed Property constituting a Product Licensee shall relieve Genentech of primary responsibility for all payments and royalties due to Lexicon under Article 7 with respect to Licensed Product(s) licensed to such Product Licensee. 5.2 LICENSE UNDER LEXICON PRE-EXISTING PATENTS AND KNOW-HOW AND RESTRICTED RIGHTS PROJECT PATENTS AND KNOW-HOW FOR THE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION OF PRODUCTS OTHER THAN LICENSED PRODUCTS IN THE FIELD. Subject to the terms violation or breach of this Agreement, Lexicon hereby grants provided such products are sold only in the LA Stores. Licensor and/or a franchisee of Licensor operating an LA Store or multiple LA Stores first shall offer to Genentech purchase the Licensed Articles from Licensee at Licensee’s then current standard wholesale price less thirty-five percent (35%). Licensee in its sole discretion may agree either to sell or not to sell the Licensed Articles to Licensor and/or a royalty-freefranchisee; but in the event Licensee declines to sell the Licensed Articles to Licensor and/or a franchisee, worldwide Licensor and/or a franchisee shall be free to obtain the Licensed Articles from another source. (c) During the Contract Term, Licensee shall not engage in any activities which might adversely affect Licensor’s rights in the Licensed Property or could be reasonably foreseen to diminish materially Licensee’s ability to meet its obligations under this Agreement. Further, Licensee expressly agrees that as a condition to Licensor’s grant of the right and license under described herein, Licensee shall not make, advertise, promote, distribute or sell any products or offer or perform any service which in Licensor’s sole discretion, demeans, damages or in any way adversely affects the Lexicon Pre-Existing Patents “Lxxxx Axxxxx image” or Licensor’s goodwill and Know-How and, to reputation symbolized by the extent specified Licensed Property; and in the Parties' designation(s) event Licensor objects to any product, service, action or activity of Restricted Rights Project(s)Licensee on the grounds that it violates this provision of this Agreement, the Restricted Rights Project Patents Licensee immediately shall discontinue such offensive action following its receipt of notice from Licensor; and Know-How if Licensee refuses to researchdo so, develop, make (or have made), use, offer for sale, sell, Licensor may terminate immediately this Agreement and import products (including, but not limited to Small Molecule Drugs) other than Licensed Products for use in the Field. Such right and license (i) shall be exclusive (even as to Lexicon) under the Lexicon Pre-Existing Patents and Know-How with respect to products in the Field other than Small Molecule Drugs, (ii) shall be exclusive (even as to Lexicon) or non-exclusive under the Restricted Rights Project Patents and Know-How, to the extent specified in the Parties' designation(s) of Restricted Rights Project(s), with respect to products in the Field other than Small Molecule Drugs and (iii) shall be non-exclusive with regard to Small Molecule Drugs. Lexicon hereby grants Genentech the right to grant sublicenses under the right and license granted by Lexicon pursuant to this Section 5.2, on hereunder. (d) By separate agreement between Licensee and Lxxxx Ashley Limited (“LA Ltd.”) the parties have agreed that LA Ltd. shall not grant a Project Gene-by-Project Gene basis; provided, however, that with respect license to a Small Molecule Drug related third party to use the Licensed Property on or in connection with the Licensed Articles in any country not included on the list of countries attached hereto as Exhibit 3 (an “Excluded Country”) until LA Ltd. first has offered a Project Genelicense in that Excluded Country to Licensee. In the event of Licensee desires to extend the right and license granted hereunder to an Excluded Country, without Licensee shall give Licensor notice of this desire and if LA Ltd. concurs Licensor and LA Ltd. shall take the prior written consent of Lexicon, no such sublicense under the Lexicon Pre-Existing Patents or Know-How or Restricted Rights Project Patents or Know-How may be granted appropriate steps to any Third Person in the absence of (x) a corresponding license or sublicense of right to a given Small Molecule Drug that directly modulates the Protein produced by such Project Gene or Derivative Protein thereof and discovered, researched and under bona fide commercial development (at least through the stage of the demonstration of preclinical efficacy in animal studies) by Genentech and (y) the license or sublicense of Patent rights pertaining thereto owned by, licensed to or controlled by Genentechamend Exhibit 3 accordingly.