Common use of License Grant to GSK Clause in Contracts

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. (b) Notwithstanding the provisions of Section 2.5(a) above, Antigenics MA hereby retains the right and has the obligation to Manufacture QS-21 for GSK, its Affiliates, and Sublicensees (subject to Section 2.5(c) below), as set forth in Sections 3.1, 3.2 and 3.3 below. For the avoidance of doubt, nothing in this Section 2.5 shall be construed to prevent Antigenics MA from Manufacturing or having Manufactured QS-21 for itself or any other parties. For the Term of this Agreement, GSK agrees to Manufacture or have Manufactured QS-21 solely in accordance with this Agreement, and for the term of the License Agreement and thereafter to use QS-21 solely to develop, make, have made, use, sell, offer for sale and import QS-21 Vaccines. (c) GSK may grant sublicenses to Sublicensees provided that: (i) the Sublicensee will practice the Manufacturing Technology only to the extent granted to GSK under this Agreement; (ii) GSK and each Affiliate Sublicensee will sign a [**] under which the Affiliate Sublicensee will agree to be bound by the terms of this Agreement; [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

License Grant to GSK. (a) Subject to the terms and conditions of this Agreement (including without limitationTermination Agreement, 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 XenoPort 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-21following 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 GSK sell, market, distribute and its Affiliates (and such license shall be further sublicensable otherwise commercialize Product in the Territory pursuant to Section 4.4, including developing Promotional Materials for use 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 Sectionsuch 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. (b) Notwithstanding GSK shall have the provisions of right to sublicense its rights under the license granted in Section 2.5(a3.1(a) above, Antigenics MA hereby retains the right and has the obligation : (i) to Manufacture QS-21 for GSK, its Affiliates, ; and Sublicensees (subject ii) to Section 2.5(cThird Parties to permit such Third Parties to provide services to and on behalf of GSK relating to the manufacturing or development of the Product solely as provided herein; in each case of (i) belowand (ii), without the consent of XenoPort. GSK may sublicense its rights as set forth in Sections 3.1, 3.2 and 3.3 below. For the avoidance of doubt, nothing provided in this Section 2.5 3.1(b) to Affiliates solely for so long as such Person remains an Affiliate. GSK and its Affiliates shall be construed responsible for any actions of its sublicensees in exercising the rights under a sublicense of rights granted by XenoPort and its Affiliates under this Termination Agreement to prevent Antigenics MA from Manufacturing or having Manufactured QS-21 for the same extent as if such actions had been undertaken by GSK itself or any other partiesits Affiliates. For the Term of this Agreement* CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, GSK agrees to Manufacture or have Manufactured QS-21 solely in accordance with this AgreementMARKED BY BRACKETS, and for the term of the License Agreement and thereafter to use QS-21 solely to developIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, make, have made, use, sell, offer for sale and import QS-21 VaccinesAS AMENDED. (c) GSK may grant sublicenses to Sublicensees provided that: (i) the Sublicensee will practice the Manufacturing Technology only to the extent granted to GSK under this Agreement; (ii) GSK and each Affiliate Sublicensee will sign a [**] under which the Affiliate Sublicensee will agree to be bound by the terms of this Agreement; [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

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)Agreement, Antigenics MA hereby grants to GSK a [**] right and during the Term: (a) an exclusive license (with the right even as 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-21MA), 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. (b) Notwithstanding the provisions of Section 2.5(a) above, Antigenics MA hereby retains the right and has the obligation to Manufacture QS-21 for GSK, its Affiliates, and Sublicensees (subject to Section 2.5(c) below), sublicense solely as set forth in Sections 3.1Section 2.2 below, 3.2 and 3.3 below. For under the avoidance of doubt, nothing in this Section 2.5 shall be construed to prevent Antigenics MA from Manufacturing or having Manufactured QS-21 for itself or any other parties. For the Term of this Agreement, GSK agrees to Manufacture or have Manufactured QS-21 solely in accordance with this Agreement, and for the term of the License Agreement and thereafter Licensed Patent Rights to use QS-21 solely to develop, make, have made, use, sell, offer for sale sale, keep and import Exclusive Vaccines within the Territory; (b) a co-exclusive license (with either Antigenics MA or a sole sublicense of Antigenics MA in each country or group of countries), with the right to sublicense solely as set forth in Section 2.2 below, under the Licensed Patent Rights to use QS-21 Vaccines.to develop, make, have made, use, sell, offer for sale, keep and import Co-exclusive Vaccines within the Territory; (c) GSK may grant sublicenses a non-exclusive license, with the right to Sublicensees provided that: (i) sublicense solely as set forth in Section 2.2 below, under the Sublicensee will practice Licensed Patent Rights to use QS-21 to develop, make, have made, use, sell, offer for sale, keep and import Non-exclusive Vaccines within the Manufacturing Technology only to the extent granted to GSK under this AgreementTerritory; (iid) GSK and each Affiliate Sublicensee will sign a an exclusive license (even as to Antigenics MA), with the right to sublicense solely as set forth in Section 2.2 below, under the [**] Patents to develop, make, have made, use, sell, offer for sale, keep and import Licensed Vaccines in the Licensed Indication of cancer within the Territory; and (e) a non-exclusive license, with the right to sublicense solely as set forth in Section 2.2 below, under which the Affiliate Sublicensee will agree Licensed Technology to be bound by use QS-21 to develop, make, have made, use, sell, offer for sale, keep and import Licensed Vaccines within the terms of this Agreement; Territory. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.