Common use of Grants to Emergent Clause in Contracts

Grants to Emergent. HPA hereby grants to Emergent and its Affiliates, and shall cause HPA’s Affiliates to grant to Emergent and its Affiliates: (a) an exclusive (even with regard to HPA and its Affiliates), perpetual and irrevocable (in each case subject to the provisions of Article XI), royalty-free license, with the right to grant sublicenses (through multiple tiers of sublicensees), under HPA’s and its Affiliates’ rights, title, and interest in and to the Joint Technology, to Exploit Vaccine Products and any and all Improvements thereto in the Field in the Territory (other than to make, have made, and use Vaccine Products and any and all Improvements thereto in the United Kingdom and to sell or otherwise distribute Vaccine Products and any and all Improvements thereto in the United Kingdom to meet the requirements of any U.K. Public Entity (including sales to hospitals, clinics and other similar health care organizations that purchase Licensed Products for the purpose of supplying such Licensed Products to or for the National Health Service)); (b) an exclusive (even with regard to HPA and its Affiliates), perpetual and irrevocable (in each case subject to the provisions of Article XI), royalty-free license and right of reference, with the right to grant sublicenses (through multiple tiers of sublicensees), under HPA’s and its Affiliates’ rights, title and interest in and to the Regulatory Documentation, to the extent not assigned to Emergent and its Affiliates pursuant to Section 5.4 or the rBOT License Agreement), to Exploit Vaccine Products and any and all Improvements thereto in the Territory for any purpose whatsoever (other than to make, have made, and use Vaccine Products and any and all Improvements thereto in the United Kingdom and to sell or otherwise distribute Vaccine Products and any and all Improvements thereto in the United Kingdom to meet the requirements of any U.K. Public Entity (including sales to hospitals, clinics and other similar health care organizations that purchase Licensed Products for the purpose of supplying such Licensed Products to or for the National Health Service)); and (c) a non-exclusive, perpetual and irrevocable (in each case subject to the provisions of Article XI), royalty-free license, with right to grant sublicenses (through multiple tiers of sublicensees), under HPA’s and its Affiliates’ rights, title, and interest in and to the Regulatory Documentation, to the extent not assigned to Emergent and its Affiliates pursuant to Section 5.4 or the rBOT License Agreement), to make, have made, and use Vaccine Products and any and all Improvements thereto in the United Kingdom and to sell or otherwise distribute Vaccine Products and any and all Improvements thereto in the United Kingdom to meet the requirements of any U.K. Public Entity (including sales to hospitals, clinics and other similar health care organizations that purchase Licensed Products for the purpose of supplying such Licensed Products to or for the National Health Service).

Grants to Emergent. HPA hereby grants to Emergent and its Affiliates, and shall cause HPA’s Affiliates to grant to Emergent and its Affiliates: (a) an exclusive (even with regard to HPA and its Affiliates), perpetual and irrevocable (in each case subject to the provisions of Article XIX), royalty-free bearing license, with the right to grant sublicenses (through multiple tiers of sublicensees), under HPA’s and its Affiliates’ rights, title, and interest in and to the Joint rBOT Licensed Technology, to Exploit Vaccine Licensed Products and any and all Improvements thereto in the Field in the Territory (other than to make, have made, and use Vaccine Licensed Products and any and all Improvements thereto in the Field in the United Kingdom and to sell or otherwise distribute Vaccine Licensed Products and any and all Improvements thereto in the Field in the United Kingdom to meet the requirements of any U.K. Public Entity (including sales to hospitals, clinics and other similar health care organizations that purchase Licensed Products for the purpose of supplying such Licensed Products to or for the National Health Service)), which license shall be subject, in the case of the After-Acquired HPA Know-How, to any rights in such After-Acquired HPA Know-How granted by HPA to Third Parties prior to the creation of such After-Acquired HPA Know-How; (b) a non-exclusive, perpetual and irrevocable (in each case subject to the provisions of Article X), royalty-bearing license, with right to grant sublicenses (through multiple tiers of sublicensees), under HPA’s and its Affiliates’ rights, title, and interest in and to the HPA Technology, to make, have made, and use Licensed Products and any and all Improvements thereto in the Field in the United Kingdom and to sell or otherwise distribute Licensed Products and any and all Improvements thereto in the Field in the United Kingdom to meet the requirements of any U.K. Public Entity (including sales to hospitals, clinics and other similar health care organizations that purchase Licensed Products for the purpose of supplying such Licensed Products to or for the National Health Service), which license shall be subject, in the case of the After-Acquired HPA Know-How, to any rights in such After-Acquired HPA Know-How granted by HPA to Third Parties prior to the creation of such After-Acquired HPA Know-How; (c) an exclusive (even with regard to HPA and its Affiliates), perpetual and irrevocable (in each case subject to the provisions of Article XIX), royalty-free bearing license and right of reference, with the right to grant sublicenses (through multiple tiers of sublicensees), under HPA’s and its Affiliates’ rights, title and interest in and to the Regulatory Documentation, to the extent not assigned to Emergent and its Affiliates pursuant to Section 5.4 3.2 or the rBOT License Development Agreement), to Exploit Vaccine Licensed Products and any and all Improvements thereto in the Territory for any purpose whatsoever (other than to make, have made, and use Vaccine Licensed Products and any and all Improvements thereto in the Field in the United Kingdom and to sell or otherwise distribute Vaccine Licensed Products and any and all Improvements thereto in the Field in the United Kingdom to meet the requirements of any U.K. Public Entity (including sales to hospitals, clinics and other similar health care organizations that purchase Licensed Products for the purpose of supplying such Licensed Products to or for the National Health Service)); and (cd) a non-exclusive, perpetual and irrevocable (in each case subject to the provisions of Article XIX), royalty-free licensebearing license and right of reference, with the right to grant sublicenses (through multiple tiers of sublicensees), under HPA’s and its Affiliates’ rights, title, title and interest in and to the Regulatory Documentation, to the extent not assigned to Emergent and its Affiliates pursuant to Section 5.4 3.2 or the rBOT License Development Agreement), to make, have made, and use Vaccine Licensed Products and any and all Improvements thereto in the Field in the United Kingdom and to sell or otherwise distribute Vaccine Licensed Products and any and all Improvements thereto in the Field in the United Kingdom to meet the requirements of any U.K. Public Entity (including sales to hospitals, clinics and other similar health care organizations that purchase Licensed Products for the purpose of supplying such Licensed Products to or for the National Health Service).

Grants to Emergent. HPA hereby grants to Emergent and its Affiliates, and shall cause HPA’s Affiliates to grant to Emergent and its Affiliates: (a) an exclusive (even with regard to HPA and its Affiliates), perpetual and irrevocable (in each case subject to the provisions of Article XI), royalty-free license, with the right to grant sublicenses (through multiple tiers of sublicensees), under HPA’s and its Affiliates’ rights, title, and interest in and to the Joint Technology, to Exploit Vaccine Products and any and all Improvements thereto in the Field in the Territory (other than to make, have made, and use Vaccine Products and any and all Improvements thereto in the United Kingdom and to sell or otherwise distribute Vaccine Products and any and all Improvements thereto in the United Kingdom to meet the requirements of any U.K. Public Entity (including sales to hospitals, clinics and other similar health care organizations that purchase Licensed Products for the purpose of supplying such Licensed Products to or for the National Health Service)); (b) an exclusive (even with regard to HPA and its Affiliates), perpetual and irrevocable (in each case subject to the provisions of Article XI), royalty-free license and right of reference, with the right to grant sublicenses (through multiple tiers of sublicensees), under HPA’s and its Affiliates’ rights, title and interest in and to the Regulatory Documentation, to the extent not assigned to Emergent and its Affiliates pursuant to Section 5.4 or the rBOT BT License Agreement), to Exploit Vaccine Products and any and all Improvements thereto in the Territory for any purpose whatsoever (other than to make, have made, and use Vaccine Products and any and all Improvements thereto in the United Kingdom and to sell or otherwise distribute Vaccine Products and any and all Improvements thereto in the United Kingdom to meet the requirements of any U.K. Public Entity (including sales to hospitals, clinics and other similar health care organizations that purchase Licensed Products for the purpose of supplying such Licensed Products to or for the National Health Service)); and (c) a non-exclusive, perpetual and irrevocable (in each case subject to the provisions of Article XI), royalty-free license, with right to grant sublicenses (through multiple tiers of sublicensees), under HPA’s and its Affiliates’ rights, title, and interest in and to the Regulatory Documentation, to the extent not assigned to Emergent and its Affiliates pursuant to Section 5.4 or the rBOT BT License Agreement), to make, have made, and use Vaccine Products and any and all Improvements thereto in the United Kingdom and to sell or otherwise distribute Vaccine Products and any and all Improvements thereto in the United Kingdom to meet the requirements of any U.K. Public Entity (including sales to hospitals, clinics and other similar health care organizations that purchase Licensed Products for the purpose of supplying such Licensed Products to or for the National Health Service).

Grants to Emergent. HPA hereby grants to Emergent and its Affiliates, and shall cause HPA’s Affiliates to grant to Emergent and its Affiliates: (a) an exclusive (even with regard to HPA and its Affiliates), perpetual and irrevocable (in each case subject to the provisions of Article XIX), royalty-free bearing license, with the right to grant sublicenses (through multiple tiers of sublicensees), under HPA’s and its Affiliates’ rights, title, and interest in and to the Joint BT Licensed Technology, to Exploit Vaccine Licensed Products and any and all Improvements thereto in the Field in the Territory (other than to make, have made, and use Vaccine Licensed Products and any and all Improvements thereto in the Field in the United Kingdom and to sell or otherwise distribute Vaccine Licensed Products and any and all Improvements thereto in the Field in the United Kingdom to meet the requirements of any U.K. Public Entity (including sales to hospitals, clinics and other similar health care organizations that purchase Licensed Products for the purpose of supplying such Licensed Products to or for the National Health Service)), which license shall be subject, in the case of the After-Acquired HPA Know-How, to any rights in such After-Acquired HPA Know-How granted by HPA to Third Parties prior to the creation of such After-Acquired HPA Know-How; (b) a non-exclusive, perpetual and irrevocable (in each case subject to the provisions of Article X), royalty-bearing license, with right to grant sublicenses (through multiple tiers of sublicensees), under HPA’s and its Affiliates’ rights, title, and interest in and to the HPA Technology, to make, have made, and use Licensed Products and any and all Improvements thereto in the Field in the United Kingdom and to sell or otherwise distribute Licensed Products and any and all Improvements thereto in the Field in the United Kingdom to meet the requirements of any U.K. Public Entity (including sales to hospitals, clinics and other similar health care organizations that purchase Licensed Products for the purpose of supplying such Licensed Products to or for the National Health Service), which license shall be subject, in the case of the After-Acquired HPA Know-How, to any rights in such After-Acquired HPA Know-How granted by HPA to Third Parties prior to the creation of such After-Acquired HPA Know-How; (c) an exclusive (even with regard to HPA and its Affiliates), perpetual and irrevocable (in each case subject to the provisions of Article XIX), royalty-free bearing license and right of reference, with the right to grant sublicenses (through multiple tiers of sublicensees), under HPA’s and its Affiliates’ rights, title and interest in and to the Regulatory Documentation, to the extent not assigned to Emergent and its Affiliates pursuant to Section 5.4 3.2 or the rBOT License BT Development Agreement), to Exploit Vaccine Licensed Products and any and all Improvements thereto in the Territory for any purpose whatsoever (other than to make, have made, and use Vaccine Licensed Products and any and all Improvements thereto in the Field in the United Kingdom and to sell or otherwise distribute Vaccine Licensed Products and any and all Improvements thereto in the Field in the United Kingdom to meet the requirements of any U.K. Public Entity (including sales to hospitals, clinics and other similar health care organizations that purchase Licensed Products for the purpose of supplying such Licensed Products to or for the National Health Service)); and (cd) a non-exclusive, perpetual and irrevocable (in each case subject to the provisions of Article XIX), royalty-free licensebearing license and right of reference, with the right to grant sublicenses (through multiple tiers of sublicensees), under HPA’s and its Affiliates’ rights, title, title and interest in and to the Regulatory Documentation, to the extent not assigned to Emergent and its Affiliates pursuant to Section 5.4 3.2 or the rBOT License BT Development Agreement), to make, have made, and use Vaccine Licensed Products and any and all Improvements thereto in the Field in the United Kingdom and to sell or otherwise distribute Vaccine Licensed Products and any and all Improvements thereto in the Field in the United Kingdom to meet the requirements of any U.K. Public Entity (including sales to hospitals, clinics and other similar health care organizations that purchase Licensed Products for the purpose of supplying such Licensed Products to or for the National Health Service).