Common use of Grants of Licenses Clause in Contracts

Grants of Licenses. (a) Subject to the terms and conditions of this Agreement (including Section 4.05(z)), Tetraphase hereby grants to Licensee an exclusive (including with regard to Tetraphase and its Affiliates), royalty-bearing, non-sublicensable (except in accordance with Section 2.02 (Rights to Sublicense or Subcontract)), non-transferrable (except in accordance with Section 16.01 (Assignment)) license under the Tetraphase Technology and Tetraphase’s interest in the Joint Technology to Develop and Commercialize Licensed Products in the Field in the Territory. (b) Subject to the terms and conditions of this Agreement, to the extent permitted by applicable Law, Tetraphase hereby grants to Licensee an exclusive (including with regard to Tetraphase and its Affiliates), non-sublicensable (except in accordance with Section 2.02 (Rights to Sublicense or Subcontract)), non-transferrable (except in accordance with Section 16.01 (Assignment)) right of reference under the Tetraphase Regulatory Documents to Develop and Commercialize Licensed Products in the Field in the Territory. (c) Subject to the terms and conditions of this Agreement, Licensee hereby grants to Tetraphase, (i) an exclusive (including with regard to Licensee and its Affiliates), royalty-free (subject to clause (ii)), fully-paid (subject to clause (ii)), freely transferrable, freely sublicensable, perpetual, irrevocable license under Licensee Technology and Licensee’s interest in Joint Technology to Research, Develop, Manufacture and Commercialize the Licensed Compound, Eravacycline Materials and Eravacycline Products outside the Territory, and (ii) from and after any early termination of this Agreement (in one or more Jurisdictions or in its entirety), an exclusive (including with regard to Licensee and its Affiliates), freely transferrable, freely sublicensable, perpetual, irrevocable license under Licensee Technology and Licensee’s interest in Joint Technology to Research, Develop, Manufacture and Commercialize the Licensed Compound, Eravacycline Materials and Eravacycline Products (other than any Licensed Product and Jurisdiction with respect to which Licensee retains a perpetual license pursuant to Section 8.04(b)) in the Terminated Territory; provided that (A) if this Agreement is terminated by Licensee pursuant to Section 14.03 (Termination for Breach), Tetraphase shall pay Licensee a royalty of [**] percent ([**]%) of Net Sales of Licensed Products in the Terminated Territory, mutatis mutandis, with the provisions of Section 8.04(b) (second sentence only), Section 8.04(c), Section 8.04(d), Section 8.05 (Royalty Payments and Reports), Section 8.07 (Accounting), Section 8.08 (Currency Conversion), Section 8.09 (Methods of Payment), Section 8.10 (Taxes) and Section 8.11 (Late Payments) applying with respect thereto, mutatis mutandis; provided that (solely for the purposes of such royalty payment, mutatis mutandis, with such provisions) “Royalty Term” shall mean that period commencing on the effective date of termination and ending on the later of (i) expiration of the last-to-expire Valid Claim that is a composition of matter claim (for clarity, including a formulation claim) in the Licensee Patent Rights or Joint Patent Rights that Covers such Licensed Product in the Field in such Jurisdiction in the Terminated Territory, (ii) expiration of marketing or regulatory exclusivity with respect to such Licensed Product in such Jurisdiction in the Terminated Territory, (iii) ten (10) years from the date of First Commercial Sale of the applicable Licensed Product in the Field in the applicable Jurisdiction in the Terminated Territory or (iv) five (5) years from the effective date of termination and (B) Tetraphase may, upon written notice to Licensee, terminate its license under this Section 2.01(c)(ii) and, thereby, terminate such royalty obligation.

Grants of Licenses. (a) Subject to the terms and conditions of this Agreement (including Section 4.05(z))Agreement, Tetraphase Clearside hereby grants to Licensee Arctic Vision (i) an exclusive (including with regard as to Tetraphase Clearside and its Affiliates), royalty-bearing, non-sublicensable (except in accordance with Section 2.02 (Rights to Sublicense or Subcontract)2.04), non-transferrable transferable (except in accordance with Section 16.01 (Assignment)) license under the Tetraphase Technology and Tetraphase’s interest in the Joint Clearside Technology to Develop and Commercialize Licensed Products in the Field in the Territory; and (ii) a non-exclusive, sublicensable (in accordance with Section 2.04), non-transferable (except in accordance with Section 16.01 (Assignment)) license under the Clearside Technology to Manufacture or have Manufactured the Licensed Products anywhere in the world solely for use in the Development or Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. Commercialization of Licensed Products in the Field and in the Territory, subject to the terms and conditions set forth in Section 7.01(c) with respect to Manufacture of the Clearside Device. (b) Subject to the terms and conditions of this Agreement, to the extent permitted by applicable Law, Tetraphase Arctic Vision hereby grants to Licensee an exclusive (including with regard to Tetraphase and its Affiliates)Clearside a non-exclusive, sublicensable, royalty-free, non-sublicensable (except in accordance with Section 2.02 (Rights to Sublicense or Subcontract)), non-transferrable transferable (except in accordance with Section 16.01 (Assignment)) right of reference license under the Tetraphase Regulatory Documents Arctic Vision Technology to Develop Develop, and Commercialize Licensed Products in the Field outside the Territory and to Manufacture and have Manufactured Licensed Product anywhere in the Territoryworld. (c) Subject In entering into any future license or other agreements with a Third Party licensee after the Effective Date related to rights to Licensed Product outside of the terms Territory or outside of the Field in the Territory (such licensee, a “Future Sublicensee”), Clearside shall not reduce, change, limit or otherwise impact in any manner the rights granted to Arctic Vision as set forth in Section 2.01(a) and conditions of this Agreement, Licensee hereby grants shall exercise Commercially Reasonable Efforts to Tetraphase, include the following provisions: (i) an exclusive (including with regard obligate such Future Sublicensee to Licensee and its Affiliates), royalty-free (subject to clause [***]; (ii))) obligate such Future Sublicensee to [***]; and (iii) obligate such Future Sublicensee to maintain a record of all non-medical and medical product-related complaints and adverse events, fully-paid and notify Arctic Vision (subject either directly or through Clearside) of any such complaint or adverse event to clause allow Arctic Vision to comply with any and all regulatory requirement imposed upon it. In entering into any future license or other agreements related to rights to Licensed Product, Arctic Vision shall not do so in a manner that would prevent or materially limit Clearside’s right to exercise the license as set forth in Section 2.01(b) above. (ii))d) As between the Parties, freely transferrableall rights not expressly licensed to Arctic Vision under the Clearside Technology in Section 2.01(a) shall be expressly retained by Clearside, freely sublicensable, perpetual, irrevocable license under Licensee Technology and Licensee’s interest in Joint Technology including the right to Research, Develop, Manufacture Develop and Commercialize the Licensed Compound, Eravacycline Materials Product outside the Territory and Eravacycline the right to Manufacture and have Manufactured the Licensed Product anywhere in the world for use in the Development or Commercialization of Licensed Products outside the Territory. As between the Parties, and (iiall rights not expressly licensed to Clearside under the Arctic Vision Technology in Section 2.01(b) from and after any early termination of this Agreement (in one or more Jurisdictions or in its entirety), an exclusive (including with regard to Licensee and its Affiliates), freely transferrable, freely sublicensable, perpetual, irrevocable license under Licensee Technology and Licensee’s interest in Joint Technology to Research, Develop, Manufacture and Commercialize the Licensed Compound, Eravacycline Materials and Eravacycline Products (other than any Licensed Product and Jurisdiction with respect to which Licensee retains a perpetual license pursuant to Section 8.04(b)) in the Terminated Territory; provided that (A) if this Agreement is terminated shall be expressly retained by Licensee pursuant to Section 14.03 (Termination for Breach), Tetraphase shall pay Licensee a royalty of [**] percent ([**]%) of Net Sales of Licensed Products in the Terminated Territory, mutatis mutandis, with the provisions of Section 8.04(b) (second sentence only), Section 8.04(c), Section 8.04(d), Section 8.05 (Royalty Payments and Reports), Section 8.07 (Accounting), Section 8.08 (Currency Conversion), Section 8.09 (Methods of Payment), Section 8.10 (Taxes) and Section 8.11 (Late Payments) applying with respect thereto, mutatis mutandis; provided that (solely for the purposes of such royalty payment, mutatis mutandis, with such provisions) “Royalty Term” shall mean that period commencing on the effective date of termination and ending on the later of (i) expiration of the last-to-expire Valid Claim that is a composition of matter claim (for clarity, including a formulation claim) in the Licensee Patent Rights or Joint Patent Rights that Covers such Licensed Product in the Field in such Jurisdiction in the Terminated Territory, (ii) expiration of marketing or regulatory exclusivity with respect to such Licensed Product in such Jurisdiction in the Terminated Territory, (iii) ten (10) years from the date of First Commercial Sale of the applicable Licensed Product in the Field in the applicable Jurisdiction in the Terminated Territory or (iv) five (5) years from the effective date of termination and (B) Tetraphase may, upon written notice to Licensee, terminate its license under this Section 2.01(c)(ii) and, thereby, terminate such royalty obligationArctic Vision.

Grants of Licenses. (a) Subject to the terms and conditions of this Agreement (including Section 4.05(z8.03(c)), Tetraphase Agios hereby grants to Licensee (i) an exclusive (including with regard as to Tetraphase Agios and its Affiliates), royalty-bearing, non-sublicensable (except in accordance with Section 2.02 (Rights to Sublicense or Subcontract)), non-transferrable transferable (except in accordance with Section 16.01 (Assignment)) license under the Tetraphase Agios Technology and Tetraphase’s Agios’ interest in the Joint Combination Therapy Technology to Develop and Commercialize Licensed Products in the Field in the Territory. (b) Subject to the terms and conditions of Territory in accordance with this Agreement, with, for clarity, Agios retaining all rights in the Territory under Agios Technology and Agios’ interest in the Joint Combination Therapy Technology to the extent permitted by applicable Law, Tetraphase hereby grants Commercialize Agios’ other products to Licensee an exclusive be used in combination with Licensed Products; (including with regard to Tetraphase and its Affiliates)ii) a co-exclusive, non-sublicensable (except in accordance with Section 2.02 (Rights to Sublicense or Subcontract)), non-transferrable transferable (except in accordance with Section 16.01 (Assignment)) right of reference license under the Tetraphase Regulatory Documents Agios Technology and Agios’ interest in the Joint Combination Therapy Technology to Develop and Commercialize Licensed Products in the Territory in accordance with this Agreement solely for the purpose of Commercializing Licensed Products in the Field in the Territory in accordance with this Agreement; (iii) a non-exclusive, royalty-bearing, non-sublicensable (except in accordance with Section 2.02 (Rights to Sublicense or Subcontract)), non-transferable (except in accordance with Section 16.01 (Assignment)) license under the Agios Technology and Agios’ interest in the Joint Combination Therapy Technology (A) to Manufacture Finished Drug Product from Bulk Drug Product supplied by an Agios Entity and (B) solely from and after the date (if any) on which a Manufacturing Technology Transfer has been completed, to Manufacture Bulk Drug Product from API Bulk Drug Substance supplied by an Agios Entity, in each case ((A) and (B)) in the Territory and solely for the purpose of Developing and Commercializing Licensed Products in the Field in the Territory in accordance with this Agreement; and (iv) a non-exclusive, royalty-free, fully-paid-up, sublicensable, non-transferable (except in accordance with Section 16.01 (Assignment)), perpetual, irrevocable license under the Agios Combination Therapy Technology and Agios’ interest in the Joint Combination Therapy Technology to Develop and Commercialize any of [**] (for clarity nothing in this clause (iv) grants to Licensee any rights under any Patent Rights or Know-How owned or otherwise Controlled by Agios to Develop, Manufacture or Commercialize any Licensed Product). For the purposes of clause (ii), a co-exclusive license means that Agios and Agios’ Affiliates may, and Agios may grant sublicenses to Third Parties to, Develop Licensed Products in the Territory in support of global Development of the Licensed Products and Commercialization of the Licensed Products outside the Territory. (cb) Subject to the terms and conditions of this Agreement, Licensee hereby grants to TetraphaseAgios, (i) an exclusive (including as to Licensee and its Affiliates), royalty-free, fully-paid-up, transferable, sublicensable, perpetual, irrevocable license under Licensee Technology and Licensee’s interest in the Joint Combination Therapy Technology to Develop, Manufacture and Commercialize the Licensed Compound, Ivosidenib Materials and Licensed Products outside the Territory, with, for clarity, Licensee retaining all rights outside the Territory under Licensee Technology and Licensee’s interest in the Joint Combination Therapy Technology to Commercialize Licensee’s other products to be used in combination with Licensed Products; (ii) a co-exclusive, royalty-free, fully-paid, transferable, sublicensable, perpetual, irrevocable license under the Licensee Technology and Licensee’s interest in the Joint Combination Therapy Technology to Develop and Manufacture the Licensed Compound, Ivosidenib Materials and Licensed Products in the Territory; (iii) from and after any early termination of this Agreement, an exclusive (including with regard to Licensee and its Affiliates), royalty-free (subject to clause (ii))free, fully-paid (subject to clause (ii))paid, freely transferrabletransferable, freely sublicensable, perpetual, irrevocable license under the Licensee Technology and Licensee’s interest in the Joint Combination Therapy Technology to Research, Develop, Manufacture and Commercialize the Licensed Compound, Eravacycline Ivosidenib Materials and Eravacycline Licensed Products outside in the Territory, other than in any Jurisdiction in which Licensee retains a perpetual license in accordance with Section 8.06(b); provided that in such Jurisdiction(s) as to which Licensee retains a perpetual license, Agios shall retain its co-exclusive license set forth in clause (ii); and (iiiv) from and after any early termination of this Agreement a non-exclusive, royalty-free, fully-paid-up, sublicensable, non-transferable (except in one or more Jurisdictions or in its entiretyaccordance with Section 16.01 (Assignment), an exclusive (including with regard to Licensee and its Affiliates), freely transferrable, freely sublicensable, perpetual, irrevocable license under Licensee Technology and Licensee’s interest in the Joint Combination Therapy Technology to Research, Develop, Manufacture Develop and Commercialize any of [**]. For the purposes of clause (ii), a co-exclusive license means that Licensee agrees not to grant a license to a Third Party to Develop or Manufacture the Licensed Compound, Eravacycline Ivosidenib Materials and Eravacycline Products (other than any Licensed Product and Jurisdiction with respect to which Licensee retains a perpetual license pursuant to Section 8.04(b)) in the Terminated Territory; provided that (A) if this Agreement is terminated by Licensee pursuant to Section 14.03 (Termination for Breach), Tetraphase shall pay Licensee a royalty of [**] percent ([**]%) of Net Sales of or Licensed Products in the Terminated Territory, mutatis mutandis, with the provisions of Section 8.04(b) (second sentence only), Section 8.04(c), Section 8.04(d), Section 8.05 (Royalty Payments Territory except to support Development and Reports), Section 8.07 (Accounting), Section 8.08 (Currency Conversion), Section 8.09 (Methods of Payment), Section 8.10 (Taxes) and Section 8.11 (Late Payments) applying with respect thereto, mutatis mutandis; provided that (solely for the purposes of such royalty payment, mutatis mutandis, with such provisions) “Royalty Term” shall mean that period commencing on the effective date of termination and ending on the later of (i) expiration of the last-to-expire Valid Claim that is a composition of matter claim (for clarity, including a formulation claim) Commercialization in the Licensee Patent Rights or Joint Patent Rights that Covers such Licensed Product Territory in the Field in such Jurisdiction in the Terminated Territory, (ii) expiration of marketing or regulatory exclusivity accordance with respect to such Licensed Product in such Jurisdiction in the Terminated Territory, (iii) ten (10) years from the date of First Commercial Sale of the applicable Licensed Product in the Field in the applicable Jurisdiction in the Terminated Territory or (iv) five (5) years from the effective date of termination and (B) Tetraphase may, upon written notice to Licensee, terminate its license under this Section 2.01(c)(ii) and, thereby, terminate such royalty obligationAgreement.

Grants of Licenses. (a) Subject to the terms and conditions of this Agreement (including Section 4.05(z))Agreement, Tetraphase Frequency hereby grants to Licensee Astellas: (i) an exclusive (including with regard as to Tetraphase Frequency and its Affiliates), royalty-bearing, non-sublicensable (solely in accordance with Section 2.02 (Rights to Sublicense or Subcontract)), nontransferable (except in accordance with Section 17.01 (Assignment)) license under the Frequency Technology to research, Develop, Manufacture, have Manufactured, use, seek and secure Regulatory Approval for, Commercialize, offer for sale, sell, have sold and import and otherwise exploit Licensed Products in the Field in the Astellas Territory; and [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. (ii) a co-exclusive (with Frequency having co-exclusive rights solely to the extent necessary to conduct activities expressly permitted under and in accordance with this Agreement), sublicensable (solely in accordance with Section 2.02 (Rights to Sublicense or Subcontract)), non-transferrable transferable (except in accordance with Section 16.01 17.01 (Assignment)) license under the Tetraphase Frequency Technology to research, Develop, Manufacture and Tetraphase’s interest have Manufactured Licensed Products in the Joint Technology to Develop and Commercialize Frequency Territory solely for the purpose of Commercializing Licensed Products in the Field in the Astellas Territory in accordance with this Agreement. For clarity, nothing in this license grant shall restrict or limit in any way Frequency’s rights under the Frequency Technology for the purpose of Commercializing Licensed Products in the Frequency Territory. (b) Subject to the terms and conditions of this Agreement, to the extent permitted by applicable Law, Tetraphase Astellas hereby grants to Licensee an exclusive Frequency: (including i) a non-exclusive, sublicensable (solely in accordance with regard Section 2.02 (Rights to Tetraphase and its AffiliatesSublicense or Subcontract)), nontransferable (except in accordance with Section 17.01 (Assignment)) license under the Astellas Technology to research, Develop, Manufacture, have Manufactured, use, seek and secure Regulatory Approval for, Commercialize, offer for sale, sell, have sold and import and otherwise exploit Licensed Products in the Field in the Frequency Territory; (ii) a non-exclusive, sublicensable (except solely in accordance with Section 2.02 (Rights to Sublicense or Subcontract)), non-transferrable transferable (except in accordance with Section 16.01 17.01 (Assignment)) right of reference license under the Tetraphase Regulatory Documents Astellas Technology to Develop research, Develop, Manufacture and Commercialize have Manufactured Licensed Products in the Astellas Territory solely for the purpose of Commercializing Licensed Products in the Field in the Territory. (c) Subject to the terms and conditions of Frequency Territory in accordance with this Agreement, Licensee hereby grants to Tetraphase, (i) an exclusive (including with regard to Licensee and its Affiliates), royalty-free (subject to clause (ii)), fully-paid (subject to clause (ii)), freely transferrable, freely sublicensable, perpetual, irrevocable license under Licensee Technology and Licensee’s interest in Joint Technology to Research, Develop, Manufacture and Commercialize the Licensed Compound, Eravacycline Materials and Eravacycline Products outside the Territory, and (ii) from and after any early termination of this Agreement (in one or more Jurisdictions or in its entirety), an exclusive (including with regard to Licensee and its Affiliates), freely transferrable, freely sublicensable, perpetual, irrevocable license under Licensee Technology and Licensee’s interest in Joint Technology to Research, Develop, Manufacture and Commercialize the Licensed Compound, Eravacycline Materials and Eravacycline Products (other than any Licensed Product and Jurisdiction with respect to which Licensee retains a perpetual license pursuant to Section 8.04(b)) in the Terminated Territory; provided that (A) if this Agreement is terminated by Licensee pursuant to Section 14.03 (Termination for Breach), Tetraphase shall pay Licensee a royalty of [**] percent ([**]%) of Net Sales of Licensed Products in the Terminated Territory, mutatis mutandis, with the provisions of Section 8.04(b) (second sentence only), Section 8.04(c), Section 8.04(d), Section 8.05 (Royalty Payments and Reports), Section 8.07 (Accounting), Section 8.08 (Currency Conversion), Section 8.09 (Methods of Payment), Section 8.10 (Taxes) and Section 8.11 (Late Payments) applying with respect thereto, mutatis mutandis; provided that (solely for the purposes of such royalty payment, mutatis mutandis, with such provisions) “Royalty Term” shall mean that period commencing on the effective date of termination and ending on the later of (i) expiration of the last-to-expire Valid Claim that is a composition of matter claim (for clarity, including a formulation claim) in the Licensee Patent Rights or Joint Patent Rights that Covers such Licensed Product in the Field in such Jurisdiction in the Terminated Territory, (ii) expiration of marketing or regulatory exclusivity with respect to such Licensed Product in such Jurisdiction in the Terminated Territory, (iii) ten (10) years from the date of First Commercial Sale of the applicable Licensed Product in the Field in the applicable Jurisdiction in the Terminated Territory or (iv) five (5) years from the effective date of termination and (B) Tetraphase may, upon written notice to Licensee, terminate its license under this Section 2.01(c)(ii) and, thereby, terminate such royalty obligation.