Common use of License; Ownership Clause in Contracts

License; Ownership. At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the Material Receiving Party a non-exclusive license under the Patents and Know-How Controlled by the Transferring Party to use such Materials solely for the Purpose, and such license, upon termination of this Agreement (subject to ARTICLE XI), completion of the Purpose, or discontinuation of the use of such Materials (whichever occurs first), shall automatically terminate. Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, shall only be used by the Material Receiving Party in furtherance of the Purpose, and shall be returned to the Transferring Party or destroyed, in the Transferring Party’s sole discretion, upon the termination of this Agreement (subject to ARTICLE XI), the expiration of the Opt-In Exercise Window with respect to any Program to which such Materials solely relate (unless the Opt-In Right is exercised for the Program for which such transfer occurred), or upon the discontinuation of the use of such Materials (whichever occurs first). The Material Receiving Party shall not permit the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring Party except as contemplated by Section 2.10 or Section 2.11.

License; Ownership. At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the Material Receiving other Party a non-exclusive license under the Patents and Know-How Controlled by the Transferring Party it to use such Materials solely for the Purpose, and such license, upon termination of this Agreement (subject to ARTICLE XIArticle 11), completion of the Purpose, or discontinuation of the use of such Materials (whichever occurs first), shall automatically terminate. Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, shall only be used by the Material Receiving Party in furtherance of the Purpose, and shall be returned to the Transferring Party or destroyed, in the Transferring Party’s sole discretion, upon the termination of this Agreement (subject to ARTICLE XIArticle 11), the expiration of the Opt-In Exercise Window Option Term with respect to any Program Product Candidate to which such Materials solely relate (unless the Opt-In Right is exercised for the Program for which such transfer occurred)relate, or upon the discontinuation of the use of such Materials (whichever occurs first). The Material Receiving Party shall not permit cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring Party except unless such Third Party is a Third Party subcontractor as contemplated by set forth in Section 2.10 or Section 2.112.4.

License; Ownership. At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the Material Receiving other Party a non-exclusive license under the Patents and Know-How Controlled by the Transferring Party it to use such Materials solely for the Purpose, and such license, upon termination of this Agreement (subject to ARTICLE XIArticle 11), completion of the Purpose, or discontinuation of the use of such Materials (whichever occurs first), shall automatically terminate. Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, shall only be used by the Material Receiving Party in furtherance of the Purpose, and shall be returned to the Transferring Party or destroyed, in the Transferring Party’s sole discretion, upon the termination of this Agreement (subject to ARTICLE XIArticle 11), the expiration of the Opt-In Exercise Window Option Term with respect to any Program Development Candidate to which such Materials solely relate (unless the Opt-In Right Option is exercised for the Program for which such transfer occurred), or upon the discontinuation of the use of such Materials (whichever occurs first). The [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Material Receiving Party shall not permit cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring Party except unless such Third Party is a Third Party subcontractor as contemplated by set forth in Section 2.10 or Section 2.112.7.

License; Ownership. At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the Material Receiving Party a non-exclusive license under the Patents and Know-How Controlled by the Transferring Party to use such Materials solely for the Purpose, and such license, upon termination of this Agreement (subject to ARTICLE XI), completion of the Purpose, or discontinuation of the use of such Materials (whichever occurs first), shall automatically terminate. Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, shall only be used by the Material Receiving Party in furtherance of the Purpose, and shall be returned to the Transferring Party or destroyed, in the Transferring Party’s sole discretion, upon the termination of this Agreement (subject to ARTICLE XI), the expiration of the Opt-In Option Exercise Window with respect to any Program to which such Materials solely relate (unless the Opt-In Right Option is exercised for the Program for which such transfer occurred), or upon the discontinuation of the use of such Materials (whichever occurs first). The Material Receiving Party shall not permit the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring Party except unless such Third Party is a Third Party subcontractor as contemplated by set forth in Section 2.10 or Section 2.112.9.

License; Ownership. At the time the Transferring Party provides the Transferred Prothena Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, subject to the terms and conditions of this Agreement, the Transferring Party shall grant, and hereby grants grants, to the Material Receiving Party a non-exclusive license under the Patents and Know-How Controlled by the Transferring Party necessary to use such Transferred Prothena Materials solely for the Purpose, and such license, upon termination of this Agreement (subject to ARTICLE XI), completion of the Purpose, or discontinuation of the use of such Materials (whichever occurs first), shall automatically terminatePurposes. Except as otherwise provided under this Agreement (or a U.S. License Agreement or Global License Agreement, as applicable), all such Transferred Prothena Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, shall only be used by the Material Receiving Party in furtherance of the PurposePurposes, and and, subject to Article 11, shall be returned to the Transferring Party or destroyed, in the Transferring Party’s sole discretion, upon the earliest of (i) termination of this Agreement Agreement, (subject to ARTICLE XI), the expiration ii) completion of the Opt-In Exercise Window with respect to any Program to which such Materials solely relate (unless the Opt-In Right is exercised for the Program for which such transfer occurred)Purposes, or upon the (iii) discontinuation of the use of such Transferred Prothena Materials (whichever occurs first)by the Material Receiving Party. The With respect to Transferred Prothena Materials transferred pursuant to Section 2.9.1, the Material Receiving Party shall cause the Transferred Prothena Materials not permit the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring Party except unless such Third Party is a Third Party subcontractor as contemplated by set forth in Section 2.10 or Section 2.112.7.