Common use of License Grant to Company Clause in Contracts

License Grant to Company. Novavax hereby grants to Company an exclusive, fully paid-up, royalty-free (except as expressly set forth in Section 2.7), non-transferable, right and license under the Licensed Rights during the term of this Agreement to (a) research, develop, use, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. sell, have sold, offer to sell and import Licensed Product in the Territory, and (b) make (and have made solely by Cadila or an Affiliate of Cadila, subject to Novavax’s approval described below) Licensed Product in the Territory solely to develop, use, sell, have sold, offer to sell and import Licensed Product in the Territory. The foregoing license shall be exclusive for Licensed Product in the Territory, even as to Novavax, provided that Novavax retains the right to perform its obligations under this Agreement, the Technical Services Agreement and any other agreement between Company and Novavax. Novavax shall be reasonable in granting or withholding its approval to permit Cadila or an Affiliate of Cadila to make Licensed Product in the Territory. Novavax’s approval shall be subject to its consideration of, among other things, any documentation or agreement surrounding such manufacturing of the Licensed Product (which, in any case, shall be solely for the benefit of the Company), the safeguards in place with regard to any such manufacturing, the protection of the Licensed Rights, and Novavax’s ability to conduct reasonable due diligence on any Affiliate of Cadila. In no event does the license grant to the Company under this Section 2.1 permit the Company to have Licensed Product made by a Third Party

License Grant to Company. Novavax Upon termination of this Agreement, Licensee hereby grants (effective on delivery of the notice of termination) to Company an exclusivea royalty-free, fully paidfully-paid up, royalty-free worldwide, irrevocable, perpetual, transferable license, with the right to grant sublicenses through multiple tiers under the Licensee Technology as it exists on the effective date of termination to enable Company solely to Develop, Manufacture and Commercialize Licensed Products in the Field in the Territory (except the “Reversion License”); provided that, with respect to any Licensee Technology that is Controlled by Licensee and its Affiliates and sublicensees pursuant to an agreement with a Third Party, Company will pay all amounts due under any such agreement as expressly set a result of Company’s exercise of the rights granted thereunder. The Reversion License will be [***] other than for termination due to [***], in which case, the Reversion License will be [***]. If Company, the Affiliated Entities or its or their sublicensees exercises the Reversion License or the rights granted pursuant to Section 12.4(g) and this Agreement has been terminated by Licensee pursuant to [***], Company will pay to Licensee, in consideration of the rights granted to Company, an amount [***]; provided, however, that if the Parties cannot agree upon [***] within [***], then, notwithstanding Section 13.2, the matter shall be resolved in accordance with Exhibit F. Following such termination, Company will indemnify, defend and hold Licensee and the Licensee Indemnified Party harmless in the manner forth in Section 2.7)10.2(c) (including, non-transferablefor the avoidance of doubt, right and license under the Licensed Rights all product liability claims (whether arising during the term of this Agreement Development or Commercialization) relating to (a) research, develop, use, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. sell, have sold, offer to sell and import Licensed Product in the Territory, and (b) make (and have made solely by Cadila any Compound or an Affiliate of Cadila, subject to Novavax’s approval described below) Licensed Product in the Territory solely to develop, use, sell, have sold, offer to sell and import Licensed Product in the Territory. The foregoing license shall be exclusive for Licensed Product in the Territory, even as to Novavax, provided that Novavax retains the right to perform its obligations under this Agreement, the Technical Services Agreement and any other agreement between Company and Novavax. Novavax shall be reasonable in granting or withholding its approval to permit Cadila or an Affiliate of Cadila to make Licensed Product in the Territory. Novavax’s approval shall be subject to its consideration of, among other things, any documentation or agreement surrounding such manufacturing of the Licensed Product (whichwhether pursuant to design defect, in any casemanufacturing defect, shall be solely failure to notify, or otherwise)) as if Company were License and the Licensee Indemnified Parties were the Company Indemnified Parties, mutatis mutandis for all Third Party Losses arising after the benefit effective date of the Company), the safeguards in place with regard to any such manufacturing, the protection of the Licensed Rightstermination, and NovavaxLicensee’s ability to conduct reasonable due diligence on any Affiliate indemnification obligations under Section 10.2(c) shall thereupon cease for Third Party Losses arising after the effective date of Cadila. In no event does the license grant to the Company under this Section 2.1 permit the Company to have Licensed Product made by a Third Partysuch termination.

License Grant to Company. Novavax hereby grants to Company an exclusive, fully paid-up, royalty-free (except as expressly set forth in Section 2.7), non-transferable, right and license under the Licensed Rights during the term of this Agreement to (a) research, develop, use, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. sell, have sold, offer to sell and import Licensed Product in the Territory, and (b) make (and have made solely by Cadila Pharmaceuticals Limited, a Company incorporated under the laws of India (“Cadila”) or an Affiliate of Cadila, subject to Novavax’s approval described below) Licensed Product in the Territory solely to develop, use, sell, have sold, offer to sell and import Licensed Product in the Territory. The foregoing license shall be exclusive for Licensed Product in the Territory, even as to Novavax, provided that Novavax retains the right to perform its obligations under this Agreement, the Technical Services Agreement and any other agreement between Company and Novavax. Novavax shall be reasonable in granting or withholding its approval to permit Cadila or an Affiliate of Cadila to make Licensed Product in the Territory. Novavax’s approval shall be subject to its consideration of, among other things, any documentation or agreement surrounding such manufacturing of the Licensed Product (which, in any case, shall be solely for the benefit of the Company), the safeguards in place with regard to any such manufacturing, the protection of the Licensed Rights, and Novavax’s ability to conduct reasonable due diligence on any Affiliate of Cadila. In no event does the license grant to the Company under this Section 2.1 permit the Company to have Licensed Product made by a Third PartyParty other than Cadila or an Affiliate of Cadila, subject to the approval described above.

License Grant to Company. Novavax hereby grants to Company an exclusive, fully paid-up, royalty-free (except as expressly set forth in Section 2.7), non-transferable, right and license under the Licensed Rights during the term of this Agreement to (a) research, develop, use, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. sell, have sold, offer to sell and import Licensed Product in the Territory, and (b) make (and have made solely by Cadila Pharmaceuticals Ltd., a company incorporated under the laws of India (“Cadila”) or an Affiliate of Cadila, subject to Novavax’s approval described below) Licensed Product in the Territory solely to develop, use, sell, have sold, offer to sell and import Licensed Product in the Territory. The foregoing license shall be exclusive for Licensed Product in the Territory, even as to Novavax, provided that Novavax retains the right to perform its obligations under this Agreement, the Technical Services Agreement and any other agreement between Company and Novavax. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Novavax shall be reasonable in granting or withholding its approval to permit Cadila or an Affiliate of Cadila to make Licensed Product in the Territory. Novavax’s approval shall be subject to its consideration of, among other things, any documentation or agreement surrounding such manufacturing of the Licensed Product (which, in any case, shall be solely for the benefit of the Company), the safeguards in place with regard to any such manufacturing, the protection of the Licensed Rights, and Novavax’s ability to conduct reasonable due diligence on any Affiliate of Cadila. In no event does the license grant to the Company under this Section 2.1 permit the Company to have Licensed Product made by a Third PartyParty other than Cadila or an Affiliate of Cadila, subject to the approval described above.