Common use of Grants to Licensee Clause in Contracts

Grants to Licensee. Medimmune hereby grants to Licensee: (i) an exclusive (including with regard to MedImmune and its Affiliates) license (or sublicense), with the right to grant sublicenses through multiple tiers in accordance with Section 2.2, to the Exclusive Licensed Technology to Exploit the Licensed Compound and Licensed Products in the Field in the Territory; (ii) a non-exclusive license, with the right to grant sublicenses through multiple tiers in accordance with Section 2.2, to the Non-Exclusive Licensed Technology to Exploit the Licensed Compound and Licensed Products in the Field in the Territory and for no other purpose; and (iii) a non-exclusive license and right of reference, with the right to grant sublicenses through multiple tiers and further rights of reference in accordance with Section 2.2, to the MedImmune Regulatory Documentation that MedImmune or its Affiliates Control as of the Effective Date as necessary for purposes of Exploiting the Licensed Compound and Licensed Products in the Field in the Territory; and (iv) an exclusive option during the Term of this Agreement to add to the Exclusive Licensed Patents the Licensed Formulation Patents (the “Option”). Licensee may exercise the Option, without any additional consideration, up to [***] upon providing written notice to MedImmune. Upon MedImmune’s receipt of such written notice, MedImmune and Licensee shall cooperate with each other to take steps to file, if it has not already been done, a portfolio of Licensed Formulation Patents from the Non-Exclusive Licensed Patents that claim priority to U.S. patent application serial no. [***]. Such steps may include, for example, filing separate national and regional phase applications and/or divisional applications claiming priority directly or indirectly to U.S. patent application serial no. [***] relating to the Licensed Compound [***]. MedImmune shall consider in good faith the requests and suggestions of Licensee with respect to filing the portfolio of Licensed Formulation Patents; provided, however, that Licensee shall have the right to select in which jurisdictions in the Territory the Licensed Formulation Patents shall be filed. Upon Licensee’s exercise of the Option, (a) all Licensed Formulation Patents shall be deemed Exclusive Licensed Patents, and (b) MedImmune and its Affiliates shall not prepare, file or prosecute patent claims that specifically relate to, or otherwise recite, the Licensed Compound in any Patents that claim priority directly or indirectly to U.S. patent application serial no. [***].

Grants to Licensee. Medimmune hereby grants to Licensee: (i) an exclusive (including with regard to MedImmune and its Affiliates) license (or sublicense), with the right to grant sublicenses through multiple tiers in accordance with Section 2.2, to the Exclusive Licensed Technology to Exploit the Licensed Compound and Licensed Products in the Field in the Territory; (ii) a non-exclusive license, with the right to grant sublicenses through multiple tiers in accordance with Section 2.2, to the Non-Exclusive Licensed Technology to Exploit the Licensed Compound and Licensed Products in the Field in the Territory and for no other purpose; and (iii) a non-exclusive license and right of reference, with the right to grant sublicenses through multiple tiers and further rights of reference in accordance with Section 2.2, to the MedImmune Regulatory Documentation that MedImmune or its Affiliates Control as of the Effective Date as necessary for purposes of Exploiting the Licensed Compound and Licensed Products in the Field in the Territory; and (iv) an exclusive option during the Term of this Agreement to add to the Exclusive Licensed Patents the Licensed Formulation Patents (the “Option”). Licensee may exercise the Option, without any additional consideration, up to [***] upon providing written notice to MedImmune. Upon MedImmune’s receipt of such written notice, MedImmune and Licensee shall cooperate with each other to take steps to file, if it has not already been done, a portfolio of Licensed Formulation Patents from the Non-Exclusive Licensed Patents that claim priority to U.S. patent application serial no. [***]. Such steps may include, for example, filing separate national and regional phase applications and/or divisional applications claiming priority directly or indirectly to U.S. patent application serial no. [***] relating to the Licensed Compound [***]. MedImmune shall consider in good faith the requests and suggestions of Licensee with respect to filing the portfolio of Licensed Formulation Patents; provided, however, that Licensee shall have the right to select in which jurisdictions in the Territory the Licensed Formulation Patents shall Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. be filed. Upon Licensee’s exercise of the Option, (a) all Licensed Formulation Patents shall be deemed Exclusive Licensed Patents, and (b) MedImmune and its Affiliates shall not prepare, file or prosecute patent claims that specifically relate to, or otherwise recite, the Licensed Compound in any Patents that claim priority directly or indirectly to U.S. patent application serial no. [***].

Grants to Licensee. Medimmune Subject to the terms and conditions of this Agreement, Licensor (on behalf of itself and its Affiliates) hereby grants to Licensee: (i) 7.1.1. an exclusive (including with regard to MedImmune Licensor and its Affiliates) license (or sublicense)license, with the right to grant sublicenses through multiple tiers in accordance with Section 2.27.2, to under the Exclusive Licensed Technology to Exploit Develop the Licensed Compound and the Licensed Products in the Field in the Territory in accordance with the applicable Development Plans and Global Trials Plans (in each case as approved or subsequently amended by the JDC), and Commercialize the Licensed Compound and the Licensed Products in the Field in the Territory;; and (ii) a non-7.1.2. subject to the next sentence, an exclusive license, with the right to grant sublicenses through multiple tiers Exploit (including a right of reference to) the Regulatory Approvals and other Regulatory Documentation relating to Licensed Products in accordance with Section 2.2, to the Non-Exclusive Licensed Technology to Exploit Territory Controlled by Licensor during the Term as necessary for purposes of Developing and Commercializing the Licensed Compound and Licensed Products in the Field in the Territory and for no other purpose; and (iii) a non-exclusive license and right of reference, in accordance with the right terms of this Agreement. Notwithstanding ​ ​ anything to grant sublicenses through multiple tiers and further rights the contrary, if Licensee has not borne its share of reference the global Development costs relating to a New Global Trial for a particular Licensed Product in a particular indication in accordance with Section 2.23.7.2 or Section 3.3.1(c), to the MedImmune Regulatory Documentation that MedImmune or its Affiliates Control as of the Effective Date as necessary for purposes of Exploiting the Licensed Compound and Licensed Products in the Field in the Territory; and (iv) an exclusive option during the Term of this Agreement to add to the Exclusive Licensed Patents the Licensed Formulation Patents (the “Option”). Licensee may exercise the Optionapplicable, without any additional consideration, up to [***] upon providing written notice to MedImmune. Upon MedImmune’s receipt of such written notice, MedImmune and then Licensee shall cooperate with each other not have the right to take steps to file, if it has not already been done, a portfolio of Licensed Formulation Patents from the Non-Exclusive Licensed Patents that claim priority to U.S. patent application serial no. use [***]. Such steps may include; provided that, if Licensee is required by the Regulatory Authority in the Territory to provide or reference such Regulatory Data or Regulatory Documentation in support of Licensee’s other Development or Commercialization activities for examplean indication for which Licensee has borne such share of costs, filing separate national and regional phase applications and/or divisional applications claiming priority directly or indirectly to U.S. patent application serial no. [***] relating to the Licensed Compound [***]. MedImmune shall consider then, at Licensee’s request, Licensor will discuss in good faith the requests and suggestions of granting Licensee with respect to filing the portfolio of Licensed Formulation Patents; provided, however, that Licensee shall have the right to select in which jurisdictions in provide or reference such Regulatory Data or Regulatory Documentation for such indications to the Territory the Licensed Formulation Patents shall be filed. Upon Licensee’s exercise of the Option, (a) all Licensed Formulation Patents shall be deemed Exclusive Licensed Patents, and (b) MedImmune and its Affiliates shall not prepare, file or prosecute patent claims that specifically relate to, or otherwise recite, the Licensed Compound in any Patents that claim priority directly or indirectly to U.S. patent application serial no. [***]extent so required.

Grants to Licensee. Medimmune Subject to the terms and conditions of this Agreement, including Sections 2.5 and 2.8, AstraZeneca hereby grants to LicenseeLicensee and Licensee hereby accepts: (ia) an exclusive (including with regard to MedImmune AstraZeneca and its Affiliates) right and license (or sublicense), with the right to grant sublicenses through multiple tiers in accordance with Section 2.2, under the AstraZeneca Patents, the AstraZeneca Know-How and AstraZeneca’s rights and interests in the Joint Patents and the Joint Know-How, and including any interest of AstraZeneca and its Affiliates in and to any [***] (as defined in the Exclusive Licensed Technology Netkar Agreement) to Exploit the Licensed Compound Compounds and the Licensed Products for all purposes in the Field in the Licensed Territory; (iib) a non-an exclusive (including with regard to AstraZeneca and its Affiliates) right and license, with the right to grant sublicenses through multiple tiers in accordance with Section 2.2, under AstraZeneca’s and its Affiliates’ rights, titles, and interests in and to the Non-Exclusive Licensed Technology AstraZeneca Regulatory Documentation and, to the extent not previously transferred to Licensee, the Health Registration Approvals, in each case to Exploit the Licensed Compound Compounds and the Licensed Products for all purposes in the Field in the Territory and for no other purpose; andLicensed Territory; (iiic) a non-an exclusive license (including with regard to AstraZeneca and its Affiliates) right of referenceand license, with the right to grant sublicenses through multiple tiers and further rights of reference in accordance with Section 2.2, under AstraZeneca’s and its Affiliates’ rights, titles, and interests in and to the MedImmune Regulatory Documentation that MedImmune or its Affiliates Control as of Product Trademarks solely to Exploit the Effective Date as necessary for purposes of Exploiting Compounds and the Licensed Compound and Licensed Products in the Field Licensed Territory; (d) a non-exclusive, non-transferable (except to Licensee’s Affiliates), non-sublicensable, royalty-free, fully paid-up, license to use the AstraZeneca Corporate Marks solely on Product Labelling, in the Licensee Marketing and Training Materials or as otherwise required by Applicable Law, in each case solely to Exploit the Compounds and the Licensed Products in the Licensed Territory, in each case, subject to the terms of, and solely in the form set forth in, Section 6.7.2; and (ive) an exclusive option during a non-exclusive, sublicensable (solely in accordance with Section 2.2), perpetual, irrevocable, fully paid-up, royalty-free license under the Term of this Agreement to add to the Exclusive Licensed Patents the Licensed Formulation Patents (the “Option”). Licensee may exercise the OptionAstraZeneca Copyrights, without any additional consideration, up to [***] upon providing written notice to MedImmune. Upon MedImmune’s receipt of such written notice, MedImmune and Licensee shall cooperate with each other to take steps to file, if it has not already been done, a portfolio of Licensed Formulation Patents from the Non-Exclusive Licensed Patents that claim priority to U.S. patent application serial no. [***]. Such steps may include, for example, filing separate national and regional phase applications and/or divisional applications claiming priority directly or indirectly to U.S. patent application serial no. [***] relating to the Licensed Compound [***]. MedImmune shall consider in good faith the requests and suggestions of Licensee with respect to filing the portfolio of Licensed Formulation Patents; provided, however, that Licensee shall have including the right to select reproduce, modify, copy, translate, distribute, create derivative works covered by the AstraZeneca Copyrights, publicly perform, publicly display and otherwise use or Exploit any documents or other works covered by such AstraZeneca Copyrights, in which jurisdictions all forms and media now known and hereinafter invented solely to the extent necessary or useful for the Exploitation of, and solely to Exploit the Compounds and the Licensed Products in the Territory Licensed Territory. (f) For the avoidance of doubt, the rights and licenses (or sublicenses) granted to Licensee in Sections 2.1(a) to (e) shall include the right for Licensee to Manufacture the Licensed Formulation Patents shall be filed. Upon Licensee’s exercise of Products in the Option, (a) all Licensed Formulation Patents shall be deemed Exclusive Licensed Patents, and (b) MedImmune and its Affiliates shall not prepare, file or prosecute patent claims that specifically relate to, or otherwise recite, AstraZeneca Territory solely for Exploitation in the Licensed Compound in any Patents that claim priority directly or indirectly to U.S. patent application serial no. [***]Territory.

Grants to Licensee. Medimmune Subject to the terms and conditions of this Agreement, Licensor (on behalf of itself and its Affiliates) hereby grants to Licensee: (i) 7.1.1. an exclusive (including with regard to MedImmune Licensor and its Affiliates) license (or sublicense)license, with the right to grant sublicenses through multiple tiers in accordance with Section 2.27.2, to under the Exclusive Licensed Technology to Exploit Develop the Licensed Compound and the Licensed Products in the Field in the Territory in accordance with the applicable Development Plans and Global Trials Plans (in each case as approved or subsequently amended by the JDC), and Commercialize the Licensed Compound and the Licensed Products in the Field in the Territory;; and (ii) a non-7.1.2. subject to the next sentence, an exclusive license, with the right to grant sublicenses through multiple tiers Exploit (including a right of reference to) the Regulatory Approvals and other Regulatory Documentation relating to Licensed Products in accordance with Section 2.2, to the Non-Exclusive Licensed Technology to Exploit Territory Controlled by Licensor during the Term as necessary for purposes of Developing and Commercializing the Licensed Compound and Licensed Products in the Field in the Territory and for no other purpose; and (iii) a non-exclusive license and right of reference, in accordance with the right terms of this Agreement. Notwithstanding anything to grant sublicenses through multiple tiers and further rights the contrary, if Licensee has not borne its share of reference the global Development costs relating to a New Global Trial for a particular Licensed Product in a particular indication in accordance with Section 2.23.7.2 or Section 3.3.1(c), to the MedImmune Regulatory Documentation that MedImmune or its Affiliates Control as of the Effective Date as necessary for purposes of Exploiting the Licensed Compound and Licensed Products in the Field in the Territory; and (iv) an exclusive option during the Term of this Agreement to add to the Exclusive Licensed Patents the Licensed Formulation Patents (the “Option”). Licensee may exercise the Optionapplicable, without any additional consideration, up to [***] upon providing written notice to MedImmune. Upon MedImmune’s receipt of such written notice, MedImmune and then Licensee shall cooperate with each other not have the right to take steps to file, if it has not already been done, a portfolio of Licensed Formulation Patents from the Non-Exclusive Licensed Patents that claim priority to U.S. patent application serial no. use [***]. Such steps may include; provided that, if Licensee is required by the Regulatory Authority in the Territory to provide or reference such Regulatory Data or Regulatory Documentation in support of Licensee’s other Development or Commercialization activities for examplean indication for which Licensee has borne such share of costs, filing separate national and regional phase applications and/or divisional applications claiming priority directly or indirectly to U.S. patent application serial no. [***] relating to the Licensed Compound [***]. MedImmune shall consider then, at Licensee’s request, Licensor will discuss in good faith the requests and suggestions of granting Licensee with respect to filing the portfolio of Licensed Formulation Patents; provided, however, that Licensee shall have the right to select in which jurisdictions in provide or reference such Regulatory Data or Regulatory Documentation for such indications to the Territory the Licensed Formulation Patents shall be filed. Upon Licensee’s exercise of the Option, (a) all Licensed Formulation Patents shall be deemed Exclusive Licensed Patents, and (b) MedImmune and its Affiliates shall not prepare, file or prosecute patent claims that specifically relate to, or otherwise recite, the Licensed Compound in any Patents that claim priority directly or indirectly to U.S. patent application serial no. [***]extent so required.