License Grant to OPTIMER Clause Samples
License Grant to OPTIMER. Under the terms and conditions herein set forth, SHINYAKU hereby grants to OPTIMER an exclusive (even as to SHINYAKU) right and license in the FIELD in the TERRITORY under SHINYAKU PATENT and SHINYAKU TECHNICAL INFORMATION (i) to import and purchase the COMPOUND from SHINYAKU and (ii) to develop, make, have made, use, offer to sell and sell the PRODUCT.
License Grant to OPTIMER. Partner hereby grants to Optimer and its Affiliates an exclusive (even as to Partner and its Affiliates) license and sublicense, with the right to sublicense through multiple tiers of sublicenses, under the Partner Technology and Partner’s interest in any Joint Patents, solely to register (including conducting such clinical trials as may be required to support and maintain such registrations), Develop, keep, make, have made, use, sell, offer for sale, dispose of, offer to dispose of and import products that include a Compound, alone or in combination with any other active pharmaceutical ingredient, in any form or formulation, except as expressly licensed to Partner under Section 2.1, which license shall be fully-paid, perpetual and royalty-free, except that, to the extent that Partner would owe payments to a Third Party as a result of the practice by Optimer or any of its Affiliates or sublicensees of Partner Technology as provided in this Section 2.3, Partner will so advise Optimer, identifying the Partner Technology at issue and the payment obligations to such Third Party, and Optimer will be obligated to make such payments to such Third Party unless Optimer notifies Partner that it elects not to have such Partner Technology included in the license granted under this Section 2.3. Optimer shall be responsible for the acts or omissions of its sublicensees in exercising rights under the sublicenses which would constitute a breach hereunder. Within ten (10) days after execution or receipt thereof, as applicable, Optimer shall provide Partner with a full and complete copy of each sublicense granted by Optimer to a Third Party (provided that Optimer may redact any confidential information contained therein that is not necessary to disclose to ensure compliance with this Agreement).
License Grant to OPTIMER. Subject to Section 2.5(b), Partner hereby grants to Optimer:
(a) An exclusive royalty-free license and sublicense, with the right to sublicense through multiple tiers of sublicenses, under the Partner Technology (except as otherwise expressly provided in Section 4.1(d) with respect to certain Data generated in the Development of Oral Products) and Partner’s interest in any Joint Patents, solely to (1) register (including conducting such clinical trials as may be required to support and maintain such registrations) Products and (2) Develop, make, have made, use, sell, offer for sale, and import products that contain or comprise a Compound, alone or in combination with any other active pharmaceutical ingredient, in any form or formulation, in each case outside the Territory both during and after the Term; and
(b) After termination of this Agreement, the exclusive royalty bearing licenses and sublicenses, with the right to sublicense through multiple tiers of sublicenses, under the Partner Technology and Partner’s interest in any Joint Patents in accordance with Sections 12.3(d)(vi), 12.3(e)(vi) and 12.3(f)(vi) inside the Territory.