Common use of GRANT OF LICENSE TO NEOSAN UNDER LICENSED TECHNOLOGY Clause in Contracts

GRANT OF LICENSE TO NEOSAN UNDER LICENSED TECHNOLOGY. Subject to the terms and conditions set forth herein, as of the Closing Date, Lilly hereby grants to NeoSan, on behalf of Lilly and its Affiliates, and NeoSan accepts, under the Licensed Technology, an irrevocable (subject to suspension to the extent expressly set forth herein), fully-paid, royalty-free, exclusive license, with a right to sublicense or assign such license rights in accordance with the terms of this Agreement, solely to make, have made, distribute, use, sell, offer to sell, have sold, market, co-market, import, export, promote and co-promote the Products, any analogs, derivatives, improvements or variations thereon, the NeoSan Improvements, NeoSan New Products, or other pharmaceutical products which utilize propoxyphene as an active ingredient thereof, in the United States (and to make or have made any of the foregoing outside the United States solely for importation into, and distribution, use, sale, market, co-market, promote and co-promote any of the foregoing in, the United States); provided, however, that the foregoing license with respect to making or having made any of the foregoing outside the United States will be non-exclusive; provided further, however, that the foregoing license will not be deemed to be a representation, warranty or covenant by Lilly that NeoSan will be able to practice the Licensed Technology to make and have made anywhere in the world any pharmaceutical product other than the Product or to make or have made the Product or any other pharmaceutical product outside of the United States. Notwithstanding anything in this Section 3.2 to the contrary, the license under the Licensed Technology granted to NeoSan pursuant to this Section 3.2 will not preclude Lilly from utilizing the Licensed Technology for any Permitted Uses during the term thereof. Further notwithstanding anything in this Agreement to the contrary, nothing in this Agreement will be deemed to preclude Lilly from granting a license under the Licensed Technology to a Third Person solely for purposes of making or having made the Product in the United States for distribution, exportation (outside of the United States), use, sale, marketing, co-marketing, promoting and co-promoting the Product outside of the United States, and Lilly will have no liability for granting such license. The licenses granted to NeoSan pursuant to this Section 3.2 will be subject to the rights reserved by Lilly in the preceding two sentences.