Common use of License Grant to EPIZYME Clause in Contracts

License Grant to EPIZYME. Effective upon such termination, EISAI hereby grants to EPIZYME a perpetual, irrevocable, fully paid-up, exclusive license, with the right to grant sublicenses, under all EISAI IP, Collaboration IP, and Joint IP in each case Controlled by EISAI as of the effective date of termination and used as of the effective date of termination in the Development, Manufacture or Commercialization of the Licensed Compound(s) and Licensed Product(s) as they exist as of the date of termination, solely to continue to Develop, Manufacture or Commercialize such Licensed Compound(s) and Licensed Product(s) in the Field in the Territory; provided that: (i) the foregoing license shall exclude any license or other rights with respect to any therapeutically active pharmaceutical ingredient that is not a Licensed Compound and which is covered by Patents Controlled by EISAI or any of its Affiliates; (ii) EISAI shall provide EPIZYME with copies of any and all Third Party agreements with respect to the EISAI Patents and EISAI Know-How that is the subject of the license granted by EISAI to EPIZYME pursuant to this Section 13.5.1(d) and EPIZYME may at any time thereafter exclude all of the EISAI Patents and EISAI Know-How that is the subject of any such Third Party agreement from the grant set forth in this Section 13.5.1(d) by written notice to EISAI, in which event clause (iii) below shall not apply thereafter to such Third Party agreement and EPIZYME shall have no obligations with respect to any amounts that may become payable under such Third Party agreement; (iii) EPIZYME shall be responsible for (A) making any payments (including royalties, milestones and other amounts) payable by EISAI to Third Parties under any such Third Party agreements that are applicable to the grant to EPIZYME of such license or to the exercise of such license by EPIZYME or any of its Affiliates or sublicensees, by making such payments directly to EISAI and, in each instance, EPIZYME shall make the requisite payments to EISAI and provide the necessary reporting information to EISAI in sufficient time to enable EISAI to comply with its obligations under such Third Party agreements, and (B) complying with any other obligations included in any such Third Party agreements that are applicable to the grant to EPIZYME of such license or to the exercise of such license by EPIZYME or any of its Affiliates or sublicensees; and (iv) EISAI shall be responsible for paying or providing to any such Third Party any payments or reports made or provided by EPIZYME under this Section 13.5.1(d).

License Grant to EPIZYME. Effective upon such termination, EISAI hereby grants to EPIZYME a perpetual, irrevocable, fully paid-up, exclusive license, with the right to grant sublicenses, under all EISAI IP, Collaboration IP, and Joint IP in each case Controlled by EISAI as of the effective date of termination and used as of the effective date of termination in the Development, Manufacture or Commercialization of the Licensed Compound(s) and Licensed Product(s) as they exist as of the date of terminationtermination in such Terminated Territory(ies), solely to continue to Develop, Manufacture or Commercialize such Licensed Compound(s) and Licensed Product(s) in the Field in such Terminated Territory(ies), to Develop such Licensed Compound(s) and Licensed Product(s) anywhere in the Territoryworld in support of such Commercialization in such Terminated Territory(ies), and to Manufacture such Licensed Compound(s) and Licensed Product(s) anywhere in the world in support of such Development or such Commercialization in such Terminated Territory(ies); provided that: (i) the foregoing license shall exclude any license or other rights with respect to any therapeutically active pharmaceutical ingredient that is not a Licensed Compound and which is covered by Patents Controlled by EISAI or any of its Affiliates; (ii) EISAI shall provide EPIZYME with copies of any and all Third Party agreements with respect to the EISAI Patents and EISAI Know-How that is the subject of the license granted by EISAI to EPIZYME pursuant to this Section 13.5.1(d13.5.2(c) and EPIZYME may at any time thereafter exclude all of the EISAI Patents and EISAI Know-How that is the subject of any such Third Party agreement from the grant set forth in this Section 13.5.1(d13.5.2(c) by written notice to EISAI, in which event clause (iii) below shall not apply thereafter to such Third Party agreement and EPIZYME shall have no obligations with respect to any amounts that may become payable under such Third Party agreement; (iii) EPIZYME shall be responsible for (A) making any payments (including royalties, milestones and other amounts) payable by EISAI to Third Parties under any such Third Party agreements that are applicable to the grant to EPIZYME of such license or to the exercise of such license by EPIZYME or any of its Affiliates or sublicensees, by making such payments directly to EISAI and, in each instance, EPIZYME shall make the requisite payments to EISAI and provide the necessary reporting information to EISAI in sufficient time to enable EISAI to comply with its obligations under such Third Party agreements, and (B) complying with any other obligations included in any such Third Party agreements that are applicable to the grant to EPIZYME of such license or to the exercise of such license by EPIZYME or any of its Affiliates or sublicensees; and (iv) EISAI shall be responsible for paying or providing to any such Third Party any payments or reports made or provided by EPIZYME under this Section 13.5.1(d13.5.2(c).