Common use of Grants and Restrictions Clause in Contracts

Grants and Restrictions. 2.1 Ascendis hereby grants to the Licensee an exclusive (even as to Ascendis, and subject to the terms and conditions of this Agreement), royalty-free (in accordance with Clause 7) licence (with the right to grant sub-licences subject to Clause 2.4) under Ascendis Patents and Ascendis Technical Information to develop, Manufacture, have made, use, sell, offer for sale, import, export or otherwise commercialize Licensed Product in the Field in the Territory. Licensee has the right to grant sublicenses (through one or more tiers) to its Affiliates that are operating companies for China, Hong Kong or other regions in the Territory and such sublicense agreements will be entered into each within [***] ([***]) days after the applicable operating company is incorporated and becomes operational (each such applicable operating company, a “Sublicensed Affiliate”). 2.2 The Licensee hereby grants to Ascendis a non-exclusive, royalty-free, fully-paid, perpetual, irrevocable license (with the right to grant sub-licences subject to Clause 2.4) under the Licensee Program IP and Licensee’s and its Affiliates’ interest in Joint Program IP, in each case that are Controlled by the Licensee or its Affiliates, to make, have made, use, sell, offer for sale or import Licensed Products in any field of use outside the Territory. Ascendis will have the right to convert such non-exclusive license (in whole or in part, at Ascendis’s discretion) to an exclusive license on commercial reasonable terms to be negotiated between the Parties in good faith.