Common use of License Grants Clause in Contracts

License Grants. 2.1 Subject to the other terms and conditions of this Agreement, the AbbVie-MPP Agreement, and AbbVie’s Collaborative and License Agreement related to the Licensed Compounds (“Collaboration Agreement”), Licensor hereby grants to Licensee: (a) a non-exclusive, non-transferable license under the Territory Patents to Exploit the Licensed Products in the Field and in the Territory; (b) a non-exclusive, non-transferable license under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products in the Territory solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; (c) a non-exclusive, non-transferable license under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products in the Manufacturing- Only Countries solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; (d) a non-exclusive, non-transferable license under the AbbVie Patents to sell, have sold, offer to sell, or otherwise distribute Licensed Products to Non-Territory Eligible Purchasers solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; and (e) a non-exclusive, non-transferable license under the AbbVie Patents to sell, have sold, offer to sell, or otherwise distribute Licensed Compounds solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory. 2.2 The licenses granted hereunder do not include any license or other right to use any AbbVie trademark, trade name, logo or service xxxx (each, an “AbbVie Xxxx”) or any word, logo or any expression that is similar to or alludes to any AbbVie Xxxx. Licensee agrees not to Exploit any Licensed Products or Licensed Compounds that contain AbbVie Marks, including without limitation the brand name Maviret™ or Mavyret™ or any name confusingly similar thereto, or the same or confusingly similar color scheme used by AbbVie for its Mavryet™/Maviret™ pills and packaging. Licensee shall obtain AbbVie’s prior written approval, such approval not to be unreasonably withheld, of Licensees’ proposed trademark, trade dress, product markings or the color or shape of the proposed Licensed Products and will supplement with updated samples and color photographs in the event Licensee changes packaging or pill colors. If in AbbVie’s reasonable opinion, Licensee proposes to use marks, packaging, or a color scheme that is the same or confusingly similar to AbbVie’s Mavyret™/Maviret™ products, Licensee shall change its marks, packaging, or color scheme (including pill color), as applicable, and provide AbbVie with confirmation and new samples and photographs confirming the change. AbbVie’s consent shall be understood as provided unless otherwise notified by AbbVie within thirty (30) days of Licensee’s initial written request. 2.3 Nothing in this Agreement shall be construed to prevent Licensee from engaging in any activities where such activities would not infringe AbbVie Patents granted and in force, including, without limitation, where a country has issued a compulsory license on AbbVie Patent(s). 2.4 Except as expressly set forth in this Agreement, Licensor does not grant any license to Licensee under any of AbbVie intellectual property rights (including, without limitation, AbbVie Patents or rights to any AbbVie proprietary compounds or drug substances other than Licensed Compounds). Licensee may provide sublicenses of the rights set forth in this Agreement to its Affiliates, for only so long as any such Affiliate remains an Affiliate of Licensee and only where Licensee causes such Affiliate to comply with the terms and conditions of this Agreement. Licensee agrees to be liable to Licensor and AbbVie for all acts and omissions by its Affiliates which receive a sublicense hereunder, each such Affiliate’s acts and omissions will be deemed the acts and omissions of Licensee for the purposes of enforcement of Licensor’s and AbbVie’s rights pursuant to this Agreement. Except as explicitly permitted by this Section 2.4, Licensee shall not further sublicense any of the rights set forth in this Agreement. Nothing in this Agreement obligates Licensor or AbbVie to provide to Licensee any information related to the composition or formulation of, or the method of making or using, the Licensed Compounds or Licensed Products. 2.5 Notwithstanding anything to the contrary herein, Licensee acknowledges and agrees that the license granted under this Section 2 is granted solely under and with respect to AbbVie Patents Rights for the purposes of supplying Licensed Compounds and Licensed Products for ultimate use in Licensed Products used in the Field and in the Territory. Nothing in this Agreement will be construed as granting Licensee any rights under any patents, know-how or otherwise to use or sell the Licensed Product for ultimate use outside of the Field or outside of the Territory.

License Grants. 2.1 Subject to the other terms and conditions of this Agreement, within the AbbVie-MPP AgreementDIVERSA Field, and AbbVie’s Collaborative and License Agreement related to the Licensed Compounds (“Collaboration Agreement”), Licensor XOMA hereby grants to Licensee: (a) DIVERSA, a worldwide, non-exclusive, non-transferable license (other than as provided in Section 10.2) license, without any right to sublicense, under the Territory Patents XOMA Patent Rights and the XOMA Know-How: (a) solely on its own behalf, on behalf of any Development Partner of DIVERSA and on behalf of any DIVERSA Collaborator, to Exploit the Licensed Products engage in the Field and in the Territory;Antibody Evolution; and (b) solely on its own behalf, on behalf of any Development Partner of DIVERSA and on behalf of any DIVERSA Collaborator, to make or have made Research Quantities of a non-exclusive, non-transferable license under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products in the Territory solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory;Immunoglobulin; and (c) solely on its own behalf, to transfer Research Quantities of a non-exclusive, non-transferable license under the AbbVie Patents Licensed Immunoglobulin or Licensed Immunoglobulin Information to Manufacture and Develop the Licensed Compounds and Licensed Products in the Manufacturing- Only Countries solely for the purpose any DIVERSA Collaborator or a Development Partner of Commercialization of Licensed Products in the Field and in the Territory;DIVERSA; and (d) a non-exclusivesolely on its own behalf and on behalf of any DIVERSA Collaborator, non-transferable license under the AbbVie Patents to sell, have sold, offer to sell, or otherwise distribute import and export Licensed Products to Non-Territory Eligible Purchasers solely for the purpose of Commercialization of Licensed Products in the Field and in the TerritoryImmunoglobulins; and (e) a non-exclusivesolely on its own behalf, non-transferable on behalf of any Development Partner of DIVERSA and on behalf of any DIVERSA Collaborator, to use Licensed Immunoglobulins. For the sake of clarity, the licenses granted in Section 2.1 are personal to DIVERSA and are to be used on behalf of any DIVERSA Collaborator or Development Partner of DIVERSA only in respect of or in connection with the activities that such DIVERSA Collaborator or Development Partner of DIVERSA is engaged in that are the basis for meeting the definition of DIVERSA Collaborator or Development Partner of DIVERSA, as the case may be, and not any other activities. For the sake of clarity, this Section 2.1 shall neither limit nor apply to the conduct by DIVERSA, on its own behalf or on behalf of any Development Partner of DIVERSA or any DIVERSA Collaborator or otherwise, of any of the activities described in subsections (a) through (e) above to the extent that the conduct of such activities, absent the license granted pursuant to Section 2.1 under the AbbVie Patents to sellXOMA Patent Rights and XOMA Know-How, have sold, offer to sell, or otherwise distribute Licensed Compounds solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory. 2.2 The licenses granted hereunder do not include any license or other right to use any AbbVie trademark, trade name, logo or service xxxx (each, an “AbbVie Xxxx”) or any word, logo or any expression that is similar to or alludes to any AbbVie Xxxx. Licensee agrees not to Exploit any Licensed Products or Licensed Compounds that contain AbbVie Marks, including without limitation the brand name Maviret™ or Mavyret™ or any name confusingly similar thereto, or the same or confusingly similar color scheme used by AbbVie for its Mavryet™/Maviret™ pills and packaging. Licensee shall obtain AbbVie’s prior written approval, such approval not to be unreasonably withheld, of Licensees’ proposed trademark, trade dress, product markings or the color or shape of the proposed Licensed Products and will supplement with updated samples and color photographs in the event Licensee changes packaging or pill colors. If in AbbVie’s reasonable opinion, Licensee proposes to use marks, packaging, or a color scheme that is the same or confusingly similar to AbbVie’s Mavyret™/Maviret™ products, Licensee shall change its marks, packaging, or color scheme (including pill color), as applicable, and provide AbbVie with confirmation and new samples and photographs confirming the change. AbbVie’s consent shall be understood as provided unless otherwise notified by AbbVie within thirty (30) days of Licensee’s initial written request. 2.3 Nothing in this Agreement shall be construed to prevent Licensee from engaging in any activities where such activities would not infringe AbbVie Patents granted and in force, including, without limitation, where a country has issued a compulsory license on AbbVie Patent(s). 2.4 Except as expressly set forth in this Agreement, Licensor does not grant any license to Licensee under any of AbbVie intellectual property rights (including, without limitation, AbbVie Patents or rights to any AbbVie proprietary compounds or drug substances other than Licensed Compounds). Licensee may provide sublicenses of the rights set forth in this Agreement to its Affiliates, for only so long as any such Affiliate remains an Affiliate of Licensee and only where Licensee causes such Affiliate to comply with the terms and conditions of this Agreement. Licensee agrees to be liable to Licensor and AbbVie for all acts and omissions by its Affiliates which receive a sublicense hereunder, each such Affiliate’s acts and omissions will be deemed the acts and omissions of Licensee for the purposes of enforcement of Licensor’s and AbbVie’s rights pursuant to this Agreement. Except as explicitly permitted by this Section 2.4, Licensee shall not further sublicense any of the rights set forth XOMA Patent Rights or result in this Agreement. Nothing in this Agreement obligates Licensor or AbbVie to provide to Licensee misappropriation of any information related to the composition or formulation of, or the method of making or using, the Licensed Compounds or Licensed Products. 2.5 Notwithstanding anything to the contrary herein, Licensee acknowledges and agrees that the license granted under this Section 2 is granted solely under and with respect to AbbVie Patents Rights for the purposes of supplying Licensed Compounds and Licensed Products for ultimate use in Licensed Products used in the Field and in the Territory. Nothing in this Agreement will be construed as granting Licensee any rights under any patents, know-how or otherwise to use or sell the Licensed Product for ultimate use outside of the Field or outside of the TerritoryXOMA Know-How.

License Grants. 2.1 Subject to (a) Upon the other terms and conditions of this Agreementset forth herein, the AbbVie-MPP Agreement, and AbbVie’s Collaborative and License Agreement related to the Licensed Compounds (“Collaboration Agreement”), Licensor Myriad hereby grants to Licensee: Schering an exclusive license (aeven as to Myriad) in the Territory under the Patent Rights and Myriad Know-How to discover, develop, make, use, offer to sell, sell, import and export, and have developed, made, used, offered for sale, sold, imported and exported, Licensed Product(s). For the avoidance of any doubt, such license shall exclude Diagnostics and veterinary products. As between Schering Corp. and SP Ltd., Schering Corp. shall control all such rights in the United States and SP Ltd. shall control such rights in the remaining countries and territories in the Territory. The parties acknowledge and agree that Schering and Myriad shall have a co-exclusive, perpetual, worldwide license to use the Patent Rights and Myriad Know-How arising from the Research Program for internal research and development purposes, with Schering's license being subject to the exclusions herein for Diagnostic and veterinary products or uses. Upon the terms and conditions set forth herein, Myriad hereby grants to Schering a non-exclusive, non-transferable exclusive license under the Territory Patents Patent Rights and Myriad Know-How relating to Exploit the Licensed Products in the Field and in the Territory; (b) a non-exclusive, non-transferable license under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products Diagnostics in the Territory solely for the purpose of Commercialization of Licensed Products use for any Diagnostic test and/or new Diagnostic technologies in the Field research and in the Territory; (c) a non-exclusive, non-transferable license under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products in the Manufacturing- Only Countries solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; (d) a non-exclusive, non-transferable license under the AbbVie Patents to sell, have sold, offer to sell, or otherwise distribute Licensed Products to Non-Territory Eligible Purchasers solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; and (e) a non-exclusive, non-transferable license under the AbbVie Patents to sell, have sold, offer to sell, or otherwise distribute Licensed Compounds solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory. 2.2 The licenses granted hereunder do not include any license or other right to use any AbbVie trademark, trade name, logo or service xxxx (each, an “AbbVie Xxxx”) or any word, logo or any expression that is similar to or alludes to any AbbVie Xxxx. Licensee agrees not to Exploit any Licensed Products or Licensed Compounds that contain AbbVie Marks, including without limitation the brand name Maviret™ or Mavyret™ or any name confusingly similar thereto, or the same or confusingly similar color scheme used by AbbVie for its Mavryet™/Maviret™ pills and packaging. Licensee shall obtain AbbVie’s prior written approval, such approval not to be unreasonably withheld, of Licensees’ proposed trademark, trade dress, product markings or the color or shape of the proposed Licensed Products and will supplement with updated samples and color photographs in the event Licensee changes packaging or pill colors. If in AbbVie’s reasonable opinion, Licensee proposes to use marks, packaging, or a color scheme that is the same or confusingly similar to AbbVie’s Mavyret™/Maviret™ products, Licensee shall change its marks, packaging, or color scheme (including pill color), as applicable, and provide AbbVie with confirmation and new samples and photographs confirming the change. AbbVie’s consent shall be understood as provided unless otherwise notified by AbbVie within thirty (30) days of Licensee’s initial written request. 2.3 Nothing in this Agreement shall be construed to prevent Licensee from engaging in any activities where such activities would not infringe AbbVie Patents granted and in forcedevelopment, including, without limitation, where clinical research for the development of Licensed Products, but in no event for any commercial purpose (i.e., for sale to a country has issued a compulsory license on AbbVie Patent(s)third party) whatsoever. Schering shall retain the non-exclusive right to use the Patent Rights and Schering Know-How relating to Diagnostics for research and development purposes. 2.4 Except as expressly set forth in this Agreement, Licensor does not grant any license to Licensee under any of AbbVie intellectual property rights (including, without limitation, AbbVie Patents or rights to any AbbVie proprietary compounds or drug substances other than Licensed Compounds). Licensee may provide sublicenses of the rights set forth in this Agreement to its Affiliates, for only so long as any such Affiliate remains an Affiliate of Licensee and only where Licensee causes such Affiliate to comply with b) Upon the terms and conditions of this Agreement. Licensee agrees set forth herein and subject to be liable the limited non-exclusive license to Licensor and AbbVie Schering for all acts and omissions by its Affiliates which receive a sublicense hereunder, each such Affiliate’s acts and omissions will be deemed the acts and omissions of Licensee for the Diagnostic purposes of enforcement of Licensor’s and AbbVie’s rights pursuant to this Agreement. Except as explicitly permitted by this Section 2.4, Licensee shall not further sublicense any of the rights set forth in Section 3.1(a) above, Schering hereby grants to Myriad an exclusive license (even as to Schering) in the Territory under the Schering Inventions and Schering Know-How to discover, develop, make, use, offer to sell, sell, import and export, and have developed, made, used, offered for sale, sold, imported and exported, Diagnostic devices, products or services and any device, product or service for veterinary uses. Myriad shall retain the right to use the Patent Rights and Myriad Know-How for research purposes. (c) The licenses set forth in 3.1(a) and (b) above shall include the right to grant sublicenses to Affiliates and any other third party upon the same terms and conditions in this Agreement. Nothing in this Agreement obligates Licensor or AbbVie to provide to Licensee any information related to the composition or formulation of, or the method of making or using, the Licensed Compounds or Licensed Products. 2.5 Notwithstanding anything to the contrary herein, Licensee acknowledges and agrees that the license granted under this Section 2 is granted solely under and with respect to AbbVie Patents Rights for the purposes of supplying Licensed Compounds and Licensed Products for ultimate use in Licensed Products used in the Field and in the Territory. Nothing in this Agreement will be construed as granting Licensee any rights under any patents, know-how or otherwise to use or sell the Licensed Product for ultimate use outside of the Field or outside of the Territory.

License Grants. 2.1 Subject to the other terms and conditions of this Agreement, the AbbVie-MPP Agreement, and AbbVie’s 's Collaborative and License Agreement related to the Licensed Compounds (“"Collaboration Agreement”"), Licensor hereby grants to Licensee: (a) a non-exclusive, non-transferable license under the Territory Patents to Exploit the Licensed Products in the Field and in the Territory; (b) a non-exclusive, non-transferable license under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products in the Territory solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; (c) a non-exclusive, non-transferable license under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products in the Manufacturing- Manufacturing­ Only Countries solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; (d) a non-exclusive, non-transferable license under the AbbVie Patents to sell, have sold, offer to sell, or otherwise distribute Licensed Products to Non-Territory Eligible Purchasers solely for the purpose of Commercialization of Licensed Products in the Field and in the TerritoryTerrit01y; and (e) a non-exclusive, non-transferable license under the AbbVie Patents to sell, have sold, offer to sell, or otherwise distribute Licensed Compounds solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory. 2.2 The licenses granted hereunder do not include any license or other right to use any AbbVie trademark, trade name, logo or service xxxx mark (each, an “"AbbVie Xxxx”Mark") or any word, logo or any expression that is similar to or alludes to any AbbVie XxxxMark. Licensee agrees not to Exploit any Licensed Products or Licensed Compounds that contain AbbVie Marks, including without limitation the brand name Maviret™ or Mavyret™ or any name confusingly similar thereto, or the same or confusingly similar color scheme used by AbbVie for its Mavryet™/Maviret™ pills and packaging. Licensee shall obtain AbbVie’s 's prior written approval, such approval not to be unreasonably withheld, of Licensees’ ' proposed trademark, trade dress, product markings or the color or shape of the proposed Licensed Products and will supplement with updated samples and color photographs in the event Licensee changes packaging or pill colors. If in AbbVie’s 's reasonable opinion, Licensee proposes to use marks, packaging, or a color scheme that is the same or confusingly similar to AbbVie’s 's Mavyret™/Maviret™ products, Licensee shall change its marks, packaging, or color scheme (including pill color), as applicable, and provide AbbVie with confirmation and new samples and photographs confirming the change. AbbVie’s 's consent shall be understood as provided unless otherwise notified by AbbVie within thirty (30) days of Licensee’s 's initial written request. 2.3 Nothing in this Agreement shall be construed to prevent Licensee from engaging in any activities where such activities would not infringe AbbVie Patents granted and in force, including, without limitation, where a country has issued a compulsory license on AbbVie Patent(s). 2.4 Except as expressly set forth in this Agreement, Licensor does not grant any license to Licensee under any of AbbVie ofAbbVie intellectual property rights (including, without limitation, AbbVie Patents or rights to any AbbVie proprietary compounds or drug substances other than Licensed Compounds). Licensee may provide sublicenses of the rights set forth fotih in this Agreement to its Affiliates, for only so long as any such Affiliate remains an Affiliate of Licensee and only where Licensee causes such Affiliate to comply with the terms and conditions of this Agreement. Licensee agrees to be liable to Licensor and AbbVie for all acts and omissions by its Affiliates which receive a sublicense hereunder, each such Affiliate’s 's acts and omissions will be deemed the acts and omissions of Licensee for the purposes of enforcement ofenforcement of Licensor’s 's and AbbVie’s 's rights pursuant to this Agreement. Except as explicitly permitted by this Section 2.4, Licensee shall not further sublicense any of the rights set forth fo1ih in this Agreement. Nothing in this Agreement obligates Licensor or AbbVie to provide to Licensee any information related to the composition or formulation of, or the method of making or using, the Licensed Compounds or Licensed Products. 2.5 Notwithstanding anything to the contrary contraiy herein, Licensee acknowledges and agrees that the license granted under this Section 2 is granted solely under and with respect to AbbVie Patents Rights for the purposes of supplying Licensed Compounds and Licensed Products for ultimate use in Licensed Products used in the Field and in the Territory. Nothing in this Agreement will be construed as granting Licensee any rights under any patents, know-how or otherwise to use or sell the Licensed Product for ultimate use outside of the Field or outside of the Territory.

License Grants. 2.1 Subject to the other terms and conditions of this Agreement and the AbbVie- MPP Africa Agreement, the AbbVie-MPP Agreement, and AbbVie’s Collaborative and License Agreement related to the Licensed Compounds (“Collaboration Agreement”), Licensor hereby grants to Licensee: (a) a non-exclusive, non-transferable license under the Territory Patents to Exploit the Licensed Products in the Field and in the Territory;Territory;‌ (b) a non-exclusive, non-transferable license under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products in the Territory solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; (c) a non-exclusive, non-transferable license under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products in the Manufacturing- Only Countries solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; (d) a non-exclusive, non-transferable license under the AbbVie Patents to sell, have sold, offer to sell, or otherwise distribute Licensed Products to Non-Territory Eligible Purchasers solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; and (ed) a non-exclusive, non-transferable license under the AbbVie Patents to sell, have sold, offer to sell, or otherwise distribute Licensed Compounds solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory. 2.2 The licenses granted hereunder do not include any license or other right to use any AbbVie trademark, trade name, logo or service xxxx (each, an “AbbVie Xxxx”) or any word, logo or any expression that is similar to or alludes to any AbbVie Xxxx. Licensee agrees not to Exploit any Licensed Products or Licensed Compounds that contain AbbVie Marks, including without limitation the brand name Maviret™ or Mavyret™ or any name confusingly similar thereto, or the same or confusingly similar color scheme used by AbbVie for its Mavryet™/Maviret™ pills and packaging. Licensee shall obtain AbbVie’s prior written approval, such approval not to be unreasonably withheld, of Licensees’ proposed trademark, trade dress, product markings or the color or shape of the proposed Licensed Products and will supplement with updated samples and color photographs in the event Licensee changes packaging or pill colors. If in AbbVie’s reasonable opinion, Licensee proposes to use marks, packaging, or a color scheme that is the same or confusingly similar to AbbVie’s Mavyret™/Maviret™ products, Licensee shall change its marks, packaging, or color scheme (including pill color), as applicable, and provide AbbVie with confirmation and new samples and photographs confirming the change. AbbVie’s consent shall be understood as provided unless otherwise notified by AbbVie within thirty (30) days of Licensee’s initial written request. 2.3 Nothing in this Agreement shall be construed to prevent Licensee from engaging in any activities where such activities would not infringe AbbVie Patents granted and in force, including, without limitation, where a country has issued a compulsory license on AbbVie Patent(s). 2.4 Except as expressly set forth in this Agreement, Licensor does not grant any license to Licensee under any of AbbVie intellectual property rights (including, without limitation, AbbVie Patents or rights to any AbbVie proprietary compounds or drug substances other than Licensed Compounds). Licensee may provide sublicenses of the rights set forth in this Agreement to its Affiliates, for only so long as any such Affiliate remains an Affiliate of Licensee and only where Licensee causes such Affiliate to comply with the terms and conditions of this Agreement. Licensee agrees to be liable to Licensor and AbbVie for all acts and omissions by its Affiliates which receive a sublicense hereunder, each such Affiliate’s acts and omissions will be deemed the acts and omissions of Licensee for the purposes of enforcement of Licensor’s and AbbVie’s rights pursuant to this Agreement. Except as explicitly permitted by this Section 2.4, Licensee shall not further sublicense any of the rights set forth in this Agreement. Nothing in this Agreement obligates Licensor or AbbVie to provide to Licensee any information related to the composition or formulation of, or the method of making or using, the Licensed Compounds or Licensed Products. 2.5 Notwithstanding anything to the contrary herein, Licensee acknowledges and agrees that the license granted under this Section 2 is granted solely under and with respect to AbbVie Patents Rights for the purposes of supplying Licensed Compounds and Licensed Products for ultimate use in Licensed Products used in the Field and in the Territory. Nothing in this Agreement will be construed as granting Licensee any rights under any patents, know-how or otherwise to use or sell the Licensed Product for ultimate use outside of the Field or outside of the Territory.

License Grants. 2.1 Subject to the other terms and conditions of this Agreement, the AbbVie-MPP Agreement, and AbbVie’s Collaborative and License Agreement related to the Licensed Compounds (“Collaboration Agreement”), Licensor AbbVie hereby grants to LicenseeMPP: (a) a non-exclusive, non-transferable license to grant sublicenses in accordance with Section 3 under the Territory Patents to Exploit the Licensed Products in the Field and in the Territory; (b) a non-exclusive, non-transferable license to grant sublicenses in accordance with Section 3 under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products in the Territory solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; (c) a non-exclusive, non-transferable license under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products grant sublicenses in the Manufacturing- Only Countries solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; (d) a non-exclusive, non-transferable license accordance with Section 3 under the AbbVie Patents to sell, have sold, offer to sell, or otherwise distribute Licensed Products to Non-Territory Eligible Purchasers solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; and (ed) a non-exclusive, non-transferable license to grant sublicenses in accordance with Section 3 under the AbbVie Patents to sell, have sold, offer to sell, or otherwise distribute Licensed Compounds solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory. 2.2 MPP agrees that it will not itself Exploit the AbbVie Patents in any manner. The licenses granted hereunder do not include any license or other right to use any AbbVie trademark, trade name, logo or service xxxx mark (each, an “AbbVie XxxxMark”) or any word, logo or any expression that is similar to or alludes to any AbbVie Xxxx. Licensee agrees not to Exploit any Licensed Products or Licensed Compounds that contain AbbVie Marks, including without limitation the brand name Maviret™ or Mavyret™ or any name confusingly similar thereto, or the same or confusingly similar color scheme used by AbbVie for its Mavryet™/Maviret™ pills and packaging. Licensee shall obtain AbbVie’s prior written approval, such approval not to be unreasonably withheld, of Licensees’ proposed trademark, trade dress, product markings or the color or shape of the proposed Licensed Products and will supplement with updated samples and color photographs in the event Licensee changes packaging or pill colors. If in AbbVie’s reasonable opinion, Licensee proposes to use marks, packaging, or a color scheme that is the same or confusingly similar to AbbVie’s Mavyret™/Maviret™ products, Licensee shall change its marks, packaging, or color scheme (including pill color), as applicable, and provide AbbVie with confirmation and new samples and photographs confirming the change. AbbVie’s consent shall be understood as provided unless otherwise notified by AbbVie within thirty (30) days of Licensee’s initial written requestMark. 2.3 Nothing in this Agreement or in the Sublicense shall be construed to prevent Licensee Sublicensees from engaging in any activities where such activities would not infringe an AbbVie Patents Patent granted and in force, including, without limitation, where a country has issued a compulsory license on AbbVie Patent(s). 2.4 AbbVie shall provide, upon MPP’s request, a Sublicensee with NCE Exclusivity or other regulatory exclusivity waivers to the extent required by the applicable regulatory authorities in order to manufacture or sell Licensed Product(s) in the Territory in accordance with the terms of the Sublicense. 2.5 Except as expressly set forth in this Agreement, Licensor AbbVie does not grant any license to Licensee MPP under any of AbbVie its intellectual property rights (including, without limitation, AbbVie Patents or rights to any AbbVie proprietary compounds or drug substances other than Licensed Compounds). Licensee may provide sublicenses of the rights set forth in this Agreement to its Affiliates, for only so long as any such Affiliate remains an Affiliate of Licensee and only where Licensee causes such Affiliate to comply with the terms and conditions of this Agreement. Licensee agrees to be liable to Licensor and AbbVie for all acts and omissions by its Affiliates which receive a sublicense hereunder, each such Affiliate’s acts and omissions will be deemed the acts and omissions of Licensee for the purposes of enforcement of Licensor’s and AbbVie’s rights pursuant to this Agreement. Except as explicitly permitted by this Section 2.4, Licensee shall not further sublicense any of the rights set forth in this Agreement. Nothing in this Agreement obligates Licensor or AbbVie to provide to Licensee any information related to the composition or formulation of, or the method of making or using, the Licensed Compounds or Licensed Products. 2.5 2.6 Notwithstanding anything to the contrary herein, Licensee MPP acknowledges and agrees that the license granted under this Section 2 is granted solely under and with respect to AbbVie Patents Rights for the purposes of supplying Licensed Compounds and Licensed Products for ultimate use in Licensed Products used in the Field and in the Territory. Nothing in this Agreement will be construed as granting Licensee MPP or a Sublicensee any rights under any patents, know-how or otherwise to use or sell the Licensed Product for ultimate use outside of the Field or outside of the Territory.

License Grants. 2.1 Subject to the other terms and conditions of this Agreement and the Collaboration Agreement, the AbbVie-MPP Agreement, and AbbVie’s Collaborative and License Agreement related to the Licensed Compounds (“Collaboration Agreement”), Licensor AbbVie hereby grants to LicenseeMPP: (a) a non-exclusive, non-transferable license to grant sublicenses in accordance with Section 3 under the Territory Patents to Exploit the Licensed Products in the Field and in the Territory; (b) a non-exclusive, non-transferable license to grant sublicenses in accordance with Section 3 under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products in the Territory TetTitory solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; (c) a non-exclusive, non-transferable license to grant sublicenses in accordance with Section 3 under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products in the Manufacturing- Manufacturing-Only Countries solely for the purpose of Commercialization of Licensed Products in the Field and in the TerritoryTetTitory; (d) a non-exclusive, non-transferable license to grant sublicenses in accordance with Section 3 under the AbbVie Patents to sell, have sold, offer to sell, or otherwise EXECUTION COPY distribute Licensed Products to Non-Territory Eligible Purchasers solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; and (e) a non-exclusive, non-transferable license to grant sublicenses in accordance with Section 3 under the AbbVie Patents to sell, have sold, offer to sell, or otherwise distribute Licensed Compounds solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory. 2.2 MPP agrees that it will not itself Exploit the AbbVie Patents in any manner. The licenses granted hereunder do not include any license or other right to use any AbbVie trademark, trade name, logo or service xxxx mark (each, an “"AbbVie Xxxx”Mark") or any word, logo or any expression that is similar to or alludes to any AbbVie Xxxx. Licensee agrees not to Exploit any Licensed Products or Licensed Compounds that contain AbbVie Marks, including without limitation the brand name Maviret™ or Mavyret™ or any name confusingly similar thereto, or the same or confusingly similar color scheme used by AbbVie for its Mavryet™/Maviret™ pills and packaging. Licensee shall obtain AbbVie’s prior written approval, such approval not to be unreasonably withheld, of Licensees’ proposed trademark, trade dress, product markings or the color or shape of the proposed Licensed Products and will supplement with updated samples and color photographs in the event Licensee changes packaging or pill colors. If in AbbVie’s reasonable opinion, Licensee proposes to use marks, packaging, or a color scheme that is the same or confusingly similar to AbbVie’s Mavyret™/Maviret™ products, Licensee shall change its marks, packaging, or color scheme (including pill color), as applicable, and provide AbbVie with confirmation and new samples and photographs confirming the change. AbbVie’s consent shall be understood as provided unless otherwise notified by AbbVie within thirty (30) days of Licensee’s initial written requestMark. 2.3 Nothing in this Agreement shall be construed to prevent Licensee Sublicensees from engaging in any activities where such activities would not infringe an AbbVie Patents Patent granted and in force, including, without limitation, where a country has issued a compulsory license on AbbVie Patent(s). 2.4 AbbVie shall provide, upon MPP's request, a Sublicensee with new chemical entity (NCE) exclusivity or other regulatory exclusivity waivers to the extent required by the applicable regulatory authorities in order to manufacture or sell Licensed Product(s) in the Territory in accordance with the terms of the Sublicense. AbbVie shall further provide, upon MPP request, a Sublicensee with one copy of all non-commercial and non-manufacturing documents, including clinical data , only to the extent that such documents are reasonably necessary for the registration of the Licensed Compound or Licensed Product in the Territory, as long as is reasonably available to AbbVie without undue searching, provided however that the foregoing will in no event require AbbVie to provide copies of laboratory notebooks or manufacturing run records required to be maintained by AbbVie under applicable law. To the extent any documents requested under this Section 2.4 contain disclosure of Confidential Information, AbbVie shall have the right to reasonably decline such request. In the event AbbVie approves such request containing Confidential Information,Sublicensee shall sign a confidentiality agreement in a form approved by AbbVie that limits access and disclosure of the Confidential Information. 2.5 Except as expressly set forth in this Agreement, Licensor AbbVie does not grant any license to Licensee MPP under any of AbbVie its intellectual property rights (including, without limitation, AbbVie Patents or rights to any AbbVie proprietary compounds or drug substances other than Licensed Compounds). Licensee may provide sublicenses of the rights set forth in this Agreement to its Affiliates, for only so long as any such Affiliate remains an Affiliate of Licensee and only where Licensee causes such Affiliate to comply with the terms and conditions of this Agreement. Licensee agrees to be liable to Licensor and AbbVie for all acts and omissions by its Affiliates which receive a sublicense hereunder, each such Affiliate’s acts and omissions will be deemed the acts and omissions of Licensee for the purposes of enforcement of Licensor’s and AbbVie’s rights pursuant to this Agreement. Except as explicitly permitted by this Section 2.4, Licensee shall not further sublicense any of the rights set forth in this Agreement. Nothing in this Agreement obligates Licensor or AbbVie to provide to Licensee MPP or any Sublicensee any information related to the composition or formulation of, or the method of making or using, the Licensed Compounds or Licensed Products. 2.5 2.6 Notwithstanding anything to the contrary herein, Licensee MPP acknowledges and agrees that the license granted under this Section 2 is granted solely under and with respect to AbbVie Patents Rights for the purposes of supplying Licensed Compounds and Licensed Products for ultimate use in Licensed Products used in the Field and in the Territory. Nothing in this Agreement will be construed as granting Licensee MPP or a Sublicensee any rights under any patents, know-how or otherwise to use or sell the Licensed Product for ultimate use outside of the ofthe Field or outside of the Territory.. EXECUTION COPY

License Grants. 2.1 Subject to the other terms and conditions of this Agreement, Agreement and the AbbVie-AbbVie- MPP Agreement, and AbbVie’s Collaborative and License Agreement related to the Licensed Compounds (“Collaboration Agreement”), Licensor hereby grants to Licensee: (a) a non-exclusive, non-transferable license under the Territory Patents to Exploit the Licensed Products in the Field and in the Territory; (b) a non-exclusive, non-transferable license under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products in the Territory solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; (c) a non-exclusive, non-transferable license under the AbbVie Patents to Manufacture and Develop the Licensed Compounds and Licensed Products in the Manufacturing- Only Countries solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; (d) a non-exclusive, non-transferable license under the AbbVie Patents to sell, have sold, offer to sell, or otherwise distribute Licensed Products to Non-Territory Eligible Purchasers solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory; and (ed) a non-exclusive, non-transferable license under the AbbVie Patents to sell, have sold, offer to sell, or otherwise distribute Licensed Compounds solely for the purpose of Commercialization of Licensed Products in the Field and in the Territory. 2.2 The licenses granted hereunder do not include any license or other right to use any AbbVie trademark, trade name, logo or service xxxx mark (each, an “AbbVie XxxxMark”) or any word, logo or any expression that is similar to or alludes to any AbbVie Xxxx. Licensee agrees not to Exploit any Licensed Products or Licensed Compounds that contain AbbVie Marks, including without limitation the brand name Maviret™ or Mavyret™ or any name confusingly similar thereto, or the same or confusingly similar color scheme used by AbbVie for its Mavryet™/Maviret™ pills and packaging. Licensee shall obtain AbbVie’s prior written approval, such approval not to be unreasonably withheld, of Licensees’ proposed trademark, trade dress, product markings or the color or shape of the proposed Licensed Products and will supplement with updated samples and color photographs in the event Licensee changes packaging or pill colors. If in AbbVie’s reasonable opinion, Licensee proposes to use marks, packaging, or a color scheme that is the same or confusingly similar to AbbVie’s Mavyret™/Maviret™ products, Licensee shall change its marks, packaging, or color scheme (including pill color), as applicable, and provide AbbVie with confirmation and new samples and photographs confirming the change. AbbVie’s consent shall be understood as provided unless otherwise notified by AbbVie within thirty (30) days of Licensee’s initial written requestMark. 2.3 Nothing in this Agreement shall be construed to prevent Licensee from engaging in any activities where such activities would not infringe AbbVie Patents granted and in force, including, without limitation, where a country has issued a compulsory license on AbbVie Patent(s). 2.4 Except as expressly set forth in this Agreement, (i) Licensor does not grant any license to Licensee under any of AbbVie intellectual property rights (including, without limitation, AbbVie Patents or rights to any AbbVie proprietary compounds or drug substances other than Licensed Compounds). Licensee may provide sublicenses of the rights set forth in this Agreement to its Affiliates, for only so long as any such Affiliate remains an Affiliate of Licensee ) and only where Licensee causes such Affiliate to comply with the terms and conditions of this Agreement. Licensee agrees to be liable to Licensor and AbbVie for all acts and omissions by its Affiliates which receive a sublicense hereunder, each such Affiliate’s acts and omissions will be deemed the acts and omissions of Licensee for the purposes of enforcement of Licensor’s and AbbVie’s rights pursuant to this Agreement. Except as explicitly permitted by this Section 2.4, (ii) Licensee shall not further sublicense any of the rights set forth in this Agreement. Nothing in this Agreement obligates Licensor or AbbVie to provide to Licensee any information related to the composition or formulation of, or the method of making or using, the Licensed Compounds or Licensed Products. 2.5 Notwithstanding anything to the contrary herein, Licensee acknowledges and agrees that the license granted under this Section 2 is granted solely under and with respect to AbbVie Patents Rights for the purposes of supplying Licensed Compounds and Licensed Products for ultimate use in Licensed Products used in the Field and in the Territory. Nothing in this Agreement will be construed as granting Licensee any rights under any patents, know-how or otherwise to use or sell the Licensed Product for ultimate use outside of the Field or outside of the Territory.