License Grant to Precision. Subject to the terms and conditions of this Agreement, TGTX agrees to grant and hereby grants (on behalf of itself and its Affiliates) to Precision a perpetual, fully-paid, royalty-free, non-exclusive license, with right to grant sublicenses through multiple tiers, under all TGTX Arising IP and any TGTX Background IP that is necessary or reasonably useful for the applicable Licensed Product, or its use or manufacture, to Exploit, or to have Exploited, any Licensed Product in all fields in the Territory. Notwithstanding the non-exclusive nature of the foregoing license, TGTX shall not Research, Develop (including conduct of any Clinical Trial) or otherwise Exploit the Licensed Products outside the Licensed Field. Precision shall not practice the foregoing license in the Licensed Field unless and until the Licensed Product has become a Terminated Product in accordance with Article 13.
License Grant to Precision. Subject to the terms and conditions of this Agreement, Prevail hereby grants to Precision a fully paid, royalty-free, non-sub-licensable (except to Third Party subcontractors acting on its behalf, as permitted by Section 4.9), non-exclusive license under the Prevail Background IP and Prevail Collaboration IP, in the Territory solely as and to the extent necessary for Precision or its Affiliates (or Third Party subcontractors) to (a) conduct Research and Pre-Clinical Development pursuant to the Research Plans and Handoff Activities Exhibit during the Research Term or (b) Manufacture the Licensed Product pursuant to Section 6.3.1(a).
License Grant to Precision. Subject to the terms and conditions of this Agreement, Lilly hereby grants to Precision a fully paid, royalty-free, non-sub-licensable (except to Third Party subcontractors acting on its behalf, as permitted by Section 4.9), non-exclusive license under the Lilly Background IP and Lilly Collaboration IP (in each case, excluding any Excluded Technology other than as specified in a Supply Agreement), in the Territory solely as and to the extent necessary for Precision or its Affiliates (or Third Party subcontractors) to (a) conduct Research and Pre-Clinical Development pursuant to the Research Plans during the Research Term or (b) Manufacture the Licensed Product pursuant to Sections 6.3.1(a), (b) or (c).
License Grant to Precision. Subject to the terms and conditions of this Agreement, Novartis hereby grants to Precision a fully paid, royalty-free, non-sub-licensable (except to Third Party subcontractors acting on its behalf, as permitted by Section 4.9), non-exclusive license under the Novartis Background IP and Novartis Collaboration IP, in the Territory solely as and to the extent necessary for Precision or its Affiliates (or Third Party subcontractors) to conduct Research pursuant to the Research Plans during the Research Term. Precision acknowledges and agrees that the foregoing license does not include any right to, and Precision shall not, and shall not permit any of its Affiliates or its or their Sublicensees to, modify any Novartis Materials without Novartis’s prior written consent.
License Grant to Precision. Subject to the terms and conditions of this Agreement, Imugene agrees to grant and hereby grants (on behalf of itself and its Affiliates) to Precision (a) a perpetual, fully-paid, royalty-free, non-exclusive license, with right to grant sublicenses through multiple tiers, under all Imugene Arising IP and any Imugene Background IP that is necessary or reasonably useful for the applicable Existing Product, or its use or manufacture, to Exploit any Existing Product in all fields in the Territory, and (b) a perpetual, fully-paid, royalty-free, non-exclusive license, with right to grant sublicenses through multiple tiers, under all Imugene Arising IP to Exploit all other products, other than the Licensed Products, in all fields in the Territory. Notwithstanding the non-exclusive nature of the foregoing license, Imugene shall not Research, Develop (including conduct of any Clinical Trial) or otherwise Exploit any Licensed Products outside the Licensed Field. Precision shall not: (y) practice the license granted to it under clause (a) in the Licensed Field during the Term unless the Existing Product has become a Terminated Product in accordance with Article 14, and (z) practice the license granted to it under clause (b) in the Licensed Field during the Term.
