Common use of License Grant from GSK Clause in Contracts

License Grant from GSK. 4.1.1 Subject to the terms and conditions of this Agreement, GSK hereby grants to Amicus an exclusive license (exclusive even as to GSK) under all of GSK’s rights in the Program Improvements, Program Patents, and Co-Formulation Product IP, with the right to grant sublicenses: (i) to Develop the Compound and Products, (ii) to make, have made, and otherwise Manufacture Compound and Products (excluding such rights with respect to JR051 individually or for use as part of a Co-Formulation Product), and (iii) to use, sell, offer for sale, import and otherwise Commercialize the Compound and Products, in each case in the Field and in the Territory. For the avoidance of doubt, nothing set forth herein shall be construed to grant to Amicus any rights under the Co-Formulation Product IP or under any other intellectual property rights owned or controlled by GSK as of the Second Restated Effective Date to make, have made, or otherwise Manufacture JR051 ****** - Material has been omitted and filed separately with the Commission. individually or for use as part of a Co-Formulation Product or construed to grant to Amicus any rights or licenses to make, have made, use, sell, offer for sale, import or otherwise Develop, Manufacture, or Commercialize JR051 other than as part of a Co-Formulation Product as set forth herein. To the extent that Amicus determines such licenses may be necessary, Amicus shall have the sole responsibility, at Amicus’ sole cost and expense, to seek such a license from JCR Pharmaceuticals, Co. Ltd. 4.1.2 GSK hereby grants to Amicus a worldwide, non-exclusive, fully paid-up, royalty-free, right and license, with the right to grant sublicenses, (a) under GSK’s and its Affiliates’ rights in the Program Patents to make, have made, use, sell, offer for sale, and import Products, and to otherwise practice and exploit the Program Improvements in the Field and in the Territory and (b) under GSK’s and its Affiliates’ rights in the Patents within the Co-Formulation Product IP to make and have made (excluding JR051), use, sell, offer for sale and import products (excluding JR051), and to otherwise practice and exploit the Patents within the Co-Formulation Product IP claimed in such Program Patents and/or Patents within the Co-Formulation Product IP. For the avoidance of doubt, the licenses granted from GSK to Amicus hereunder expressly exclude the right to make or have made JR051 individually or for use as part of a Co-Formulation Product and expressly exclude any rights with respect to JR051 other than as part of a Co-Formulation Product as set forth herein.

License Grant from GSK. 4.1.1 2.4.1 Subject to the terms and conditions of this Agreement, GSK hereby grants to Amicus the following licenses, with the right to grant sublicenses in accordance with this Section 2.4.1 below, under all Program Improvements and Program Patents: (i) a co-exclusive license (co-exclusive with GSK) to Develop Products in the Field and in the Territory in accordance with Article V, (ii) subject to GSK’s rights and obligations to Manufacture Products for Development activities as set forth in Article 6.5.4, an exclusive license (exclusive even as to GSK) under all of GSK’s rights in the Program Improvements, Program Patents, to make and Co-Formulation Product IP, with the right to grant sublicenses: (i) to Develop the Compound and Products, (ii) to make, have made, made and otherwise Manufacture Compound and Products (excluding such rights with respect to JR051 individually or for use as part of a other than Co-Formulation Product), Products) in the Field and anywhere in the Territory for the Amicus Territory in accordance with VI; and (iii) an exclusive license (exclusive even as to GSK) to use, sell, offer for sale, import and otherwise Commercialize the Compound and Products, in each case Products in the Field and in the Amicus Territory. For the avoidance of doubtclarity, nothing set forth herein in this Section 2.4.1. shall be construed to grant to Amicus any restrict GSK’s licenses and rights under the Co-Formulation Product IP or under any other intellectual property rights owned or controlled by GSK as of the Second Restated Effective Date granted hereunder to make, have mademade and otherwise Manufacture Products anywhere in the Territory for the GSK Territory in accordance with Article VI, or to use, sell, offer for sale, import and otherwise Manufacture JR051 Commercialize Products in the Field in the GSK Territory. Amicus shall have the right to grant sublicenses to its current and future Affiliates (solely for so long as such entity remains an Affiliate) or to a Third Party, without the prior written consent of GSK, under and within the scope of the licenses granted to Amicus pursuant to Section 2.4.1(ii) and (iii). Amicus shall have the right to grant sublicenses (i) without the prior written consent of GSK to its current and future Affiliates solely for so long as such entity remains an Affiliate; (ii) without the prior written consent of GSK to a ******; and (iii) subject to 2.4(ii), only with the prior written consent of GSK (which consent shall not be unreasonably withheld), to ******. With respect to each such Sublicense granted by Amicus pursuant to this Section 2.4.1, Amicus shall ensure that each of its Third Party Sublicensees is bound by a written agreement containing provisions at least as protective of the Compound, the Products and GSK as this Agreement; and Amicus shall remain responsible to GSK for all activities of its Affiliates and Sublicensees to the same extent as if such activities had been undertaken by Amicus itself. Promptly following the execution of each Sublicense with a Third Party, Amicus shall provide GSK with a redacted copy of such Sublicense with a Third Party (redacted solely to the extent necessary to prevent the disclosure of Third Party confidential information and not redacting any terms or information that are necessary for GSK to determine Amicus’ compliance with the provisions of this Agreement with respect to the grant of such Sublicense); provided, however, that Amicus’ obligation to provide a redacted copy of any Sublicense granted by Amicus to a Sublicensee shall not apply with respect to Sublicenses granted to a Third Party in connection with Manufacturing activities with respect to Products (other than Co-Formulation Products) for the ****** - Material has been omitted and filed separately with the Commission. individually Amicus Territory or for use as part of a Co-Formulation Product or construed to grant to Amicus any rights or licenses to make, have made, use, sell, offer for sale, import or otherwise Develop, Manufacture, or Commercialize JR051 other than as part of a Co-Formulation Product as set forth herein. To the extent that Amicus determines such licenses may be necessary, Amicus shall have the sole responsibility, at Amicus’ sole cost and expense, to seek such a license from JCR Pharmaceuticals, Co. Ltd. 4.1.2 GSK hereby grants to Amicus a worldwide, non-exclusive, fully paid-up, royalty-free, right and license, with the right to grant sublicenses, (a) under GSK’s and its Affiliates’ rights in the Program Patents to make, have made, use, sell, offer for sale, and import Products, and to otherwise practice and exploit the Program Improvements in the Field and in the Territory and (b) under GSK’s and its Affiliates’ rights in the Patents within the Co-Formulation Product IP to make and have made (excluding JR051), use, sell, offer for sale and import products (excluding JR051), and to otherwise practice and exploit the Patents within the Co-Formulation Product IP claimed in such Program Patents and/or Patents within the Co-Formulation Product IP. For the avoidance of doubt, the licenses granted from GSK to Amicus hereunder expressly exclude the right to make or have made JR051 individually or for use as part of a Co-Formulation Product and expressly exclude any rights Commercialization activities with respect to JR051 other than as part of a Co-Formulation Product as set forth hereinProduct(s) for the Amicus Territory.

License Grant from GSK. 4.1.1 Subject to the terms and conditions of this Agreement, GSK hereby grants to Amicus an exclusive license (exclusive even as to GSK) under all of GSK’s rights in the Program Improvements, Program Patents, and Co-Formulation Product IP, with the right to grant sublicenses: : (i) to Develop the Compound and Products, (ii) to make, have made, and otherwise Manufacture Compound and Products (excluding such rights with respect to JR051 individually or for use as part of a Co-Formulation Product), and (iii) to use, sell, offer for sale, import and otherwise Commercialize the Compound and Products, in each case in the Field and in the Territory. For the avoidance of doubt, nothing set forth herein shall be construed to grant to Amicus any rights under the Co-Formulation Product IP or under any other intellectual property rights owned or controlled by GSK as of the Second Restated Effective Date to make, have made, or otherwise Manufacture JR051 ****** - Material has been omitted and filed separately with the Commission. individually or for use as part of a Co-Formulation Product or construed to grant to Amicus any rights or licenses to make, have made, use, sell, offer for sale, import or otherwise Develop, Manufacture, or Commercialize JR051 other than as part of a Co-Formulation Product as set forth herein. To the extent that Amicus determines such licenses may be necessary, Amicus shall have the sole responsibility, at AmicusXxxxxx’ sole cost and expense, to seek such a license from JCR Pharmaceuticals, Co. Ltd. 4.1.2 GSK hereby grants to Amicus a worldwide, non-exclusive, fully paid-up, royalty-free, right and license, with the right to grant sublicenses, (a) under GSK’s and its Affiliates’ rights in the Program Patents to make, have made, use, sell, offer for sale, and import Products, and to otherwise practice and exploit the Program Improvements in the Field and in the Territory and (b) under GSK’s and its Affiliates’ rights in the Patents within the Co-Formulation Product IP to make and have made (excluding JR051), use, sell, offer for sale and import products (excluding JR051), and to otherwise practice and exploit the Patents within the Co-Formulation Product IP claimed in such Program Patents and/or Patents within the Co-Formulation Product IP. For the avoidance of doubt, the licenses granted from GSK to Amicus hereunder expressly exclude the right to make or have made JR051 individually or for use as part of a Co-Formulation Product and expressly exclude any rights with respect to JR051 other than as part of a Co-Formulation Product as set forth herein.