Common use of Independent Products Clause in Contracts

Independent Products. Each of JT and Tularik hereby grants to the other Party an exclusive, royalty-bearing (in accordance with Section 4(f)), license (with the right to sublicense after the Re-Engagement Expiration Date shall have passed without the non-Independent Party having given a Re-Engagement Notice) under the Program Patents and Program Know-How, and a non-exclusive, royalty-bearing (in accordance with Section 4(f)), license (with the right to sublicense after the Re-Engagement Expiration Date shall have passed without the non-Independent Party having given a Re-Engagement Notice) under the Patent Rights and Know-How owned or controlled by the granting Party to the extent necessary to develop Independent Lead Compounds and to make, have made, use, import, offer for sale and sell Independent Products incorporating an Independent Lead Compound in the event such Party is designated the Independent Party with respect to such Independent Product (or Independent Lead Compound) pursuant to Section 3(m). Such licenses shall be: (i) worldwide, to the extent such Independent Lead Compounds or Independent Products shall be based upon either (A) [ * ] Lead Compounds; or (B) [ * ]; or (ii) in the [ * ] and the JT Territory following [ * ], to the extent such Independent Lead Compounds or Independent Products shall be based upon [ * ]. Such licenses under the non- Independent Party's interest in Program Patents and Program Know-How are exclusive even as to the granting Party. Any such license with respect to an Independent Product or Independent Lead Compound shall terminate in the event such Independent Product or Independent Lead Compound becomes a Collaboration Lead Compound or Product pursuant to the terms of Section 3(n).