License Grant to GSK. (a) Subject to the terms and conditions of this Agreement (including without limitation, the provisions of Article 4 below and the retained rights of Antigenics MA set forth in Sections 3.1 and 3.2 below), Antigenics MA hereby grants to GSK a [**] right and license (with the right to grant sublicenses to its Affiliates and Sublicensees as defined in the License Agreement, subject to the provisions of Section 2.5(c) below) to [**] for the sole purpose of [**]. To the extent that Antigenics MA subcontracts or sublicenses with its Affiliates or Third Parties to Manufacture hereunder, Antigenics MA shall obtain the right under the intellectual property rights of such Affiliate or Third Party related to the Manufacture of QS-21, with the right to grant sublicenses to GSK and its Affiliates (and such license shall be further sublicensable by GSK to its Affiliates and Sublicensees, subject to the provisions of Section 2.5(c) below), to use any such intellectual property necessary for or actually applied to the Manufacture of QS-21 that is discovered or developed by such Affiliate or Third Party to preserve the license granted to GSK and its Affiliates in this Section.
License Grant to GSK. On a Collaboration Program-by-Collaboration Program basis, Vir hereby grants to GSK as of the Effective Date the following:
License Grant to GSK. As of the Effective Date and subject to the terms and conditions of this Agreement, Scynexis, on behalf of itself and its Affiliates, hereby grants to GSK (a) an exclusive (even as to Scynexis and its Affiliates, but subject to the Scynexis Retained Rights), royalty-bearing, sublicensable (in accordance with Section 2.2), non-transferable (except as set forth in Section 14.2) license (i) under the Scynexis Intellectual Property and Xxxxxxxx’s and its Affiliates’ interest in all Joint Patents, to Exploit any Compound and any Products in the Field in the GSK Territory, (ii) to use the Product Trademarks in the GSK Territory in connection with the Commercialization of any Compound and any Products in the Field in the GSK Territory, and (iii) to use the Scynexis Websites and Copyrights in connection with the Exploitation of any Compound and any Products in the Field in the GSK Territory; and (b) a non-exclusive, royalty-free, sublicensable (in accordance with Section 2.2), non-transferable (except as set forth in Section 14.2) license (i) under the Scynexis Intellectual Property and Scynexis’s and its Affiliates’ interest in all Joint Patents, to Manufacture (including to have Manufactured) any Compound and any Products in the Field in the Excluded Territory and (ii) to use the Product Trademarks in the Excluded Territory in connection with such Manufacture, in each case of (i) and (ii), solely for the purpose of (x) obtaining Regulatory Approval of such Compound and such Products in the Field in the GSK Territory and (y) Exploiting such Compound and such Products in the Field in the GSK Territory. Upon the assignment to GSK of each item of Scynexis Websites and Copyrights pursuant to Section 4.4(a)(y), the license set forth in Section 2.1(a)(iii) shall terminate solely with respect to such item of Scynexis Websites and Copyrights. GSK shall not, and GSK shall not permit its Affiliates or Sublicensees or its or their distributors to, (A) practice or otherwise exploit the Scynexis Intellectual Property outside the scope of the licenses granted to GSK under this Section 2.1 or otherwise in violation of this Agreement, (B) Develop or Commercialize any Compound or Product outside the GSK Territory (other than Development activities allocated to GSK as set forth in the Development Plan as amended in accordance with this Agreement), or (C) distribute, market, promote, offer for sale, sell or otherwise Commercialize any Compound or Product (1) to any Third Party...
License Grant to GSK. Subject to the terms and conditions of this Agreement, on a Validation Target-by-Validation Target basis, Wave and its Affiliates hereby grants GSK a non‑transferable (except as provided in Section 16.2 (Assignment)), co‑exclusive (with Wave), non‑sublicensable (except to subcontractors performing activities for GSK under the applicable Target Validation Plan) license under the Wave Technology solely to the extent necessary for GSK to perform its obligations for the applicable Target Validation Program under the Target Validation Plan for such Validation Target.
License Grant to GSK. On the Effective Date and subject to the terms and conditions of this Agreement, Arrowhead, on behalf of itself and its Affiliates, hereby grants to GSK and its Affiliates (a) an exclusive (even as to Arrowhead and its Affiliates, subject to the Arrowhead Retained Rights), royalty-bearing, sublicensable (in accordance with Section 2.2), transferable (in accordance with Section 13.2) license under the Arrowhead Technology to Develop, Manufacture (including to have Manufactured) and Commercialize the Compound and any Products in the Field in the GSK Territory; and (b) a non-exclusive, royalty-free, sublicensable (in accordance with Section 2.2), transferable (in accordance with Section 13.2) license under the Arrowhead Technology to Manufacture (including to have Manufactured) the Compound and any Products in the Arrowhead Territory solely for Development and Commercialization of the Compound and any Product in the Field in the GSK Territory.
License Grant to GSK. (a) Subject to the terms and conditions of this Termination Agreement, XenoPort hereby grants to GSK the following licenses, with the right to grant sublicenses as provided in Section 3.1(b) below, under the XenoPort Patents, XenoPort Know-How and XenoPort Trademarks: (i) an exclusive license during the Transition Period to sell, market, distribute and otherwise commercialize Product in the Territory pursuant to Section 4.4, including developing Promotional Materials for use by GSK or its Affiliates in such commercialization of the Product in the Territory; (ii) a non-exclusive license solely for the purposes of permitting GSK to (i) perform other activities under ARTICLE IV below for the applicable periods described therein, including (A) using the Product in the Ongoing Studies as provided in Section 4.3(a), and (B) making, having made and importing Product for the Territory solely for sale by GSK pursuant to Section 4.4, use in Ongoing Studies pursuant to Section 4.3(a), inclusion in Inventory sold to XenoPort hereunder, [… * …] or for sale to XenoPort under the terms of the Supply Agreement; and (iii) a non-exclusive license to continue selling and distributing Product under GSK’s patient assistance programs as permitted under Section 5.8(d) during the time period described therein and distributing Products in accordance with Section 4.4(g) during the time period described therein.
License Grant to GSK. Subject to the terms and conditions of this Agreement, Antigenics MA hereby grants to GSK during the Term:
License Grant to GSK. (a) Subject to the terms and conditions of this Agreement (including without limitation, the provisions of Article 4 below and the retained rights of Antigenics MA set forth in Section 2.5(b) below), Antigenics MA hereby grants to GSK a [**], right and license (with the right to grant sublicenses to its Affiliates and Sublicensees as defined in the License Agreement, subject to the provisions of Section 2.5(c) below) to the Manufacturing Technology for the sole purpose of Manufacturing QS-21: (i) to supply Antigenics MA (and its Affiliates and QS-21 licensees and customers) in accordance with this Agreement, and (ii) to develop, make, have made, use, sell, offer for sale and import QS-21 Vaccines. To the extent that Antigenics MA [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unpredicted version of this exhibit has been filed separately with the Commission.
License Grant to GSK. 4.1.1 Subject to the terms and conditions of this Agreement, if GSK exercises its Option pursuant to Section 3.8 (Exercise of Option and License Effective Date), then, effective as of the License Effective Date, Mersana or its Affiliates hereby grant to GSK, a royalty-bearing, sublicensable through multiple tiers (subject to Section 4.3 (Sublicenses)), exclusive (even as to Mersana and its Affiliates, but subject to the Mersana Retained Rights) license under the Mersana Technology to make, have made, use, sell, offer for sale, import, Develop, Manufacture, Commercialize and otherwise Exploit the Licensed Compound and the Licensed Products in the Field in the Territory.
License Grant to GSK. Subject to the terms and conditions of this Agreement, ITEOS or its Affiliates hereby grant to GSK and its Affiliates, as of the Effective Date, a royalty-bearing, sublicensable through multiple tiers (subject to Section 10.3 (Sublicenses)) license under the ITEOS Technology to make, have made, use, sell, offer for sale, import, Develop, Manufacture, perform Medical Affairs with respect to and Commercialize Licensed Products in the Field in the Territory during the Term in accordance with this Agreement, the Global Development Plan and the Commercialization Plans, or pursuant to Section 3.4 (Additional Development), which license will be exclusive (even as to ITEOS, subject to the ITEOS Retained Rights) in the Net Sales Territory and co-exclusive (together with ITEOS and its Affiliates) in the Profit-Sharing Territory during the Profit-Sharing Term; provided that ITEOS reserves (a) the right to (i) Develop the Licensed Antibodies and Licensed Products as set forth in the Global Development Plan or pursuant to Section 3.4 (Additional Development) or Section 3.5.3(b) (Third Party Combination Exception) and (ii) Manufacture Licensed Antibodies and Licensed Products as set forth in this Agreement, and (b) a co-exclusive (together with GSK and its Affiliates) right under all such ITEOS Technology to perform Medical Affairs for and Commercialize the Licensed Products in the Field in the Profit-Sharing Territory during the Profit-Sharing Term in accordance with the Joint Commercialization Plan and the terms of this Agreement ((a) and (b), collectively, the “ITEOS Retained Rights”).
