Grantback Rights. Subject to the terms and conditions of this Agreement, and further subject to Section 4.3(a), R-Pharm hereby grants to Scynexis an exclusive (but not including R-Pharm and its Affiliates), paid-up license under any patents or know-how that embody or relate to R-Pharm Inventions, R-Pharm’s interest in any [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Joint Patent Rights, R-Pharm Know-how and R-Pharm’s interest in Joint Know-how that are owned or controlled, in whole or in part, by R-Pharm or its Affiliates and relate specifically to the Compound and/or the Product (including R-Pharm Inventions and Joint Inventions) and are not of general utility : (i) to develop, make, have made, use, offer to sell, sell and have sold Products with applications outside the Field for all purposes worldwide (including, without limitation, within the Territory), and (ii) to develop, make, have made, use, offer to sell, sell and have sold Products with applications within the Field for all purposes outside the Territory. The foregoing licenses shall include the right to grant sublicenses. As to such Inventions which are of a general utility, subject to the terms and conditions of this Agreement, R-Pharm hereby grants to Scynexis a non-exclusive, paid-up license under any patents or know-how that embody or relate to R-Pharm Inventions, R-Pharm’s interest in Joint Inventions, R-Pharm’s Know-how and R-Pharm’s interest in Joint Know-how that are owned or controlled by R-Pharm or its Affiliates and relate specifically to the Compound and/or the Product (including R-Pharm Inventions and Joint Inventions): (i) to develop, make, have made, use, offer to sell, sell and have sold Products with applications outside the Field for all purposes worldwide (including, without limitation, within the Territory), and (ii) to develop, make, have made, use, offer to sell, sell and have sold Products with applications within the Field for all purposes outside the Territory. The foregoing licenses shall include the right to grant sublicenses. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Grantback Rights. Subject to the terms and conditions of this Agreement, Santen hereby grants to Inspire an exclusive (except as to Santen), paid-up license under any patents or know-how that embody or relate to Inventions that are owned or controlled by Santen or its Affiliates and relate specifically to the Compound and/or the Product and are not of general utility (i.e., useful for purposes other than uses with the Compound and/or Product): (i) to develop, make, have made, use, offer to sell, sell and have sold products with applications outside the Field for all purposes worldwide (including, without limitation, within the Territory), and (ii) to develop, make, have made, use, offer to sell, sell and have sold Products with applications within the Field for all purposes outside the Territory. The foregoing licenses shall include the right to grant sublicenses.
Grantback Rights. Subject to the terms and conditions of this Agreement, Kissei hereby grants to Inspire:
(a) With respect to any unpatented know-how that embodies or relates to Inventions and that are owned or controlled by Kissei or its Affiliates, an exclusive (except as to Kissei), paid-up, perpetual license thereunder: (i) to develop, make, have made, use, offer to sell, sell and have sold products with applications outside the Field for all purposes worldwide (including, without limitation, within the Territory), and (ii) to develop, make, have made, use, offer to sell, sell and have sold Products with applications within the Field for all purposes outside the Territory. The foregoing licenses shall include the right to grant sublicenses.
(b) With respect to any patents or patent applications that embody or relate to Inventions and that are owned or controlled by Kissei or its Affiliates, an exclusive (except as to Kissei), paid-up, perpetual license thereunder, to develop, make, have made, use, offer to sell, sell and have sold Products with applications within the Field for all purposes outside the Territory. The foregoing licenses shall include the right to grant sublicenses.
(c) With respect to any patents or patent applications that embody or relate to Inventions and that are owned or controlled by Kissei or its Affiliates, an exclusive (except as to Kissei) license, with fees and royalties as consideration to Kissei, to develop, make, have made, use, offer to sell, sell and have sold products with applications outside the Field for all purposes worldwide (including, without limitation, within the Territory); provided that Inspire shall grant Kissei a right of first offer with respect to co-development and co-marketing of products covered by such Inventions. The foregoing licenses shall include the right to grant sublicenses. The Parties shall negotiate the license fees and royalty rates for the license to such Inventions in good faith and consistent with customary business practices therefor and the other terms and conditions set forth in this Agreement.
Grantback Rights. 14 5.5 Marketing Obligations, Rights................................. 14 5.6 Trademarks.................................................... 14 5.7 Adverse Reaction Reporting.................................... 14
Grantback Rights. 18 5.5 Commercialization Obligations, Rights.................................................19 5.6
Grantback Rights. Subject to the terms and conditions of this Agreement, SVI hereby grants to Genesis a non-exclusive, royalty-free right and license, without the right to sublicense, throughout the Territory, under any patents or know-how that embody or relate to Improvements that are owned or controlled by SVI during the term of this Agreement and relate specifically to the Warp Technology to develop, make, have made, use, offer to sell, sell and have sold products for applications in the Protected Markets during the term of this Agreement, and for all applications after the expiration or termination of this Agreement.
Grantback Rights. Subject to the terms and conditions of this Agreement, Allergan hereby grants to Inspire an exclusive (except as to Allergan), paid-up license under any patents or know-how that embody or relate to Inventions that are solely owned by or exclusively licensed to Allergan or its Affiliates and relate specifically to the Compound and/or the Inspire Products and are not of general utility (i.e., useful for purposes other than uses with the Compound and/or Inspire Products): (i) to develop, make, have made, use, offer to sell, sell and have sold products with applications outside the Field for all purposes worldwide (including, without limitation, within the Territory), and (ii) to develop, make, have made, use, offer to sell, sell and have sold products with applications within the Field for all purposes outside the Territory. The foregoing licenses shall include the right to grant sublicenses.
Grantback Rights. Subject to the terms and conditions of this Agreement, Waterstone hereby grants to Scynexis an exclusive (but not including Waterstone and its Affiliates), paid-up license under any patents or know-how that embody or relate to Waterstone Inventions, Waterstone’s interest in any Joint Patent Rights, Waterstone Know-how and Waterstone’s interest in Joint Know-how that are owned or controlled, in whole or in part, by Waterstone or its Affiliates and relate specifically to the Compound and/or the Product (including Waterstone Inventions and Joint Inventions) and are not of general utility to develop, make, have made, use, offer to sell, sell and have sold Products with applications outside the Field for all purposes worldwide (including, without limitation, within the Territory). The foregoing licenses shall include the right to grant sublicenses. As to such Inventions which are of a general utility, subject to the terms and conditions of this Agreement, Waterstone hereby grants to Scynexis a non-exclusive, paid-up license under any patents or know-how that embody or relate to Waterstone Inventions, Waterstone’s interest in Joint Inventions, Waterstone’s Know-how and Waterstone’s interest in Joint Know-how that are owned or controlled by Waterstone or its Affiliates and relate specifically to the Compound and/or the Product (including Waterstone Inventions and Joint Inventions) to develop, make, have made, use, offer to sell, sell and have sold Products with applications outside the Field for all purposes worldwide (including, without limitation, within the Territory). The foregoing licenses shall include the right to grant sublicenses.
Grantback Rights. In the event that any Patent assigned by Lexicon to Takeda pursuant to Section 4.4(a) contains claims directed to any compound or molecule that consists of or incorporates as an active ingredient (i) a protein, whether naturally occurring or otherwise, [**], or (ii) an antibody or any fragment thereof, or the use thereof for the prevention and/or treatment of any disease or condition, Takeda hereby grants to Lexicon a worldwide, exclusive, royalty-free license, including a right to grant sublicense rights, under such Patent claims for all purposes outside the research, development and commercialization of Products, until, if applicable, such Patent is reassigned by Takeda to Lexicon pursuant to Section 4.4(d). [**]. In the event that any Patent assigned by Lexicon to Takeda pursuant to Section 4.4(a) contains claims directed to the use of the Selected/Assigned Target for the research and development of Pharmaceutical Compounds for the prevention and/or treatment of diseases and conditions other than Hypertension and Hypotension (or abnormal blood pressure), and Lexicon disclosed such utility to Takeda pursuant to Section 2.2(b) prior to the designation of such Selected Target under Section 2.2(c), [**], Takeda hereby grants to Lexicon a worldwide, royalty-free license, including a right to grant sublicense rights, under such Patent for and in the research, development and commercialization of Pharmaceutical Compounds for the prevention and/or treatment of such other diseases and conditions (but not for the prevention and/or treatment of Hypertension and Hypotension (or abnormal blood pressure)), until, if applicable, such Patent is reassigned by Takeda to Lexicon pursuant to Section 4.4(d), which license shall be exclusive (even as to Takeda) in the case of Patent claims specifically directed to the utility of such Selected Target for the research and development of Pharmaceutical Compounds for the prevention and/or treatment of diseases and conditions other than Hypertension and Hypotension (or abnormal blood pressure), and non-exclusive otherwise. In the event that Lexicon obtains the issuance of a Patent claiming an improvement made by Lexicon to any HTS System for a Released Target turned over to Lexicon by Takeda pursuant to Section 4.5, which improvement has applications for genes and gene products in addition to such Released Target and would, absent the rights and licenses granted hereunder, infringe a Patent Controlled by Takeda, Lexicon shall gra...
Grantback Rights. Subject to the terms and conditions of this Agreement, Kirin hereby grants to Inspire a co-exclusive (with Kirin), paid-up license under any patents or know-how that embody or relate to Inventions that are owned or Controlled By Kirin or its Affiliates and relate specifically to the Compound and/or the Product (e.g., formulation or inhalant device) and are not of general utility (i.e., useful for purposes other than uses with the Compound and/or Product): (i) to develop, make, have made, use, offer to sell, sell and have sold products with applications outside the Field for all purposes outside the Territory; and (ii) to develop, make, have made, use, offer to sell, sell and have sold products with applications within the Field for all purposes outside the Territory.
