Common use of License to Astellas Clause in Contracts

License to Astellas. Subject to the terms and conditions of this Agreement, Ironwood hereby grants to Astellas, effective on the Effective Date, an exclusive license (even as to Ironwood, provided that Ironwood shall have such rights under the Ironwood Technology and its interest in the Joint Technology as are necessary for Ironwood to perform its obligations hereunder), with the right to sublicense as expressly provided in Section 2.5, under the Ironwood Technology and Ironwood’s interest in the Joint Technology to Develop the Product in an Oral Formulation pursuant to the Development and Regulatory Plan for Commercialization in the Field in the Territory, to Commercialize the Product in an Oral Formulation in the Field in the Territory, to Manufacture the Product in an Oral Formulation (including, subject to the restrictions set forth herein, the Licensed Compound) inside or outside of the Territory for Commercialization in the Field in the Territory, and to use the Licensed Compound, Ironwood Technology, and Joint Technology in connection with such Development, Commercialization, and Manufacture of Products (including the Licensed Compound). Notwithstanding the foregoing, Ironwood reserves the right under the Ironwood Technology to develop the Product (x) outside the Field in the Territory, and (y) in any field outside the Territory, and to manufacture the Product inside or outside of the Territory, provided that Ironwood shall have no right to, and shall not, and shall not permit any third party to, (a) develop or manufacture (directly or indirectly) the Licensed Compound or Products (whether in an Oral Formulation or any other formulation) for sale or other commercialization in the Field in the Territory (other than by Astellas pursuant to this Agreement), and (b) sell, offer for sale, import, or otherwise commercialize the Licensed Compound or Products (whether in an Oral Formulation or [**] = 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. any other formulation) in the Field in the Territory (other than sales of the Licensed Compound to Astellas pursuant to this Agreement). In addition, Ironwood and its Affiliates will not assert any Technology against Astellas or its Affiliates or Sublicensees on account of their Manufacture, Development, and Commercialization of the Product in the Field in the Territory in accordance with this Agreement.

License to Astellas. Subject to the terms and conditions of this Agreement, Ironwood Cytokinetics hereby grants to Astellas, effective on Astellas the Effective Date, an exclusive license (even as to Ironwood, provided that Ironwood shall have such rights following royalty-bearing licenses [*] under the Ironwood Cytokinetics Technology and its Cytokinetics’ interest in the Joint Technology as are necessary for Ironwood to perform its obligations hereunder), with the right to sublicense as expressly provided in Section 2.5, under the Ironwood Technology and Ironwood’s interest in the Joint Technology Collaboration Intellectual Property: (a) to Develop the Tirasemtiv and Product in an Oral Formulation pursuant to the Development and Regulatory Plan for Commercialization in the Field in the Territory, to Commercialize the Product in an Oral Formulation in the Field in the Territory, to Manufacture the Product in an Oral Formulation (including, subject Astellas Territory pursuant to the restrictions Development Plan, which license shall be exclusive even as to Cytokinetics, except as set forth herein, the Licensed Compound) inside or outside of the Territory for Commercialization in the Field in the Territory, and to use the Licensed Compound, Ironwood Technology, and Joint Technology in connection with such Development, Commercialization, and Manufacture of Products (including the Licensed Compound). Notwithstanding the foregoing, Ironwood reserves the right under the Ironwood Technology to develop the Product (x) outside the Field in the Territory, and (y) in any field outside the Territory, and to manufacture the Product inside or outside of the Territory, provided that Ironwood shall have no right to, and shall not, and shall not permit any third party to, (a) develop or manufacture (directly or indirectly) the Licensed Compound or Products (whether in an Oral Formulation or any other formulation) for sale or other commercialization in the Field in the Territory (other than by Astellas pursuant to this Agreement), and Section [*]; (b) to use, sell, offer for sale, import, or import and otherwise commercialize the Licensed Compound or Products (whether in an Oral Formulation or [**] = 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. any other formulation) Commercialize Tirasemtiv and Product in the Field in the Territory (other than sales of the Licensed Compound to Astellas Territory, pursuant to this Agreement). In additionthe Commercialization Plan, Ironwood which license shall be exclusive even as to Cytokinetics, except as provided in Section [*]; (c) to perform Medical Affairs Activities for Tirasemtiv and its Affiliates will not assert any Technology against Product in the Astellas Territory, pursuant to the Medical Affairs Plan, which license shall be exclusive even as to Cytokinetics, except as provided in Section [*]; and (d) to use Tirasemtiv supplied by Cytokinetics to Manufacture or its Affiliates or Sublicensees on account of their Manufacture, Development, have Manufactured the Product for use in the Development and Commercialization and Medical Affairs Activities of the Product in the Field in the Territory Astellas Territory, which license shall not prevent Cytokinetics from conducting Manufacturing activities in accordance the Astellas Territory, either by itself or through one or more contract manufacturers. For clarity, the licenses granted by Cytokinetics to Astellas under this Agreement [*] to develop, make, have made, use, sell, offer for sale or otherwise commercialize [*] that is [*] with Tirasemtiv. For further clarity, this Agreement does not affect any license granted by Cytokinetics to Astellas under the 2014 Agreement.

License to Astellas. Subject to the terms and conditions of this Agreement, Ironwood hereby grants to Astellas, effective on the Effective Date, an exclusive license (even as to Ironwood, provided that Ironwood shall have such rights under the Ironwood Technology and its interest in the Joint Technology as are necessary for Ironwood to perform its obligations hereunder), with the right to sublicense as expressly provided in Section 2.52.6, under the Ironwood Technology and Ironwood’s interest in the Joint Technology to Develop the Product in an Oral Formulation pursuant to the Development and Regulatory Plan for Commercialization in the Field in the Territory, to Commercialize the Product in an Oral Formulation in the Field in the Territory, to Manufacture the Product in an Oral Formulation (including, subject to the restrictions set forth herein, including the Licensed Compound) inside or outside of the Territory for Commercialization in the Field in the Territory, and to use the Licensed Compound, Ironwood Technology, and Joint Technology in connection with such Development, Commercialization, and Manufacture of Products (including the Licensed Compound). Notwithstanding the foregoing, Ironwood reserves the right under the Ironwood Technology to develop the Product (x) outside the Field in the Territory, and (y) in any field outside the Territory, and to manufacture the Product inside or outside of the Territory, provided that Ironwood shall have no right to, and shall not, and shall not permit any third party to, (a) develop or manufacture (directly or indirectly) the Licensed Compound or Products (whether in an Oral Formulation or any other formulation) for sale or other commercialization in the Field in the Territory (other than by for Astellas pursuant to Astellas’ rights under this Agreement), and (b) sell, offer for sale, import, or otherwise commercialize the Licensed Compound or Products (whether in an Oral Formulation or [**] = 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. any other formulation) in the Field in the Territory (other than sales of the Licensed Compound to Astellas pursuant to this Agreement). In addition, Ironwood and its Affiliates will not assert any Technology against Astellas or its Affiliates or Sublicensees on account of their Manufacture, Development, and Commercialization of the Product in the Field in the Territory in accordance with this Agreement.

License to Astellas. Subject to the terms and conditions of this Agreement, Ironwood Cytokinetics hereby grants to Astellas, effective on Astellas the Effective Date, an exclusive license (even as to Ironwood, provided that Ironwood shall have such rights following royalty-bearing worldwide licenses [*] under the Ironwood Cytokinetics Technology and its Cytokinetics’ interest in the Joint Technology Collaboration Intellectual Property: (a) to Research (i) [*] Activators in the Licensed Indications and (ii) [*] in the Field, in each case pursuant to the Research Plan during the Research Term, [*] as are necessary for Ironwood to perform its obligations hereunder), with the right to sublicense as expressly provided set forth in Section 2.5, under the Ironwood Technology and Ironwood’s interest [*]; (b) to Develop (i) [*] Activators in the Joint Technology to Develop Licensed Indications and (ii) [*] Activators in the Product Field, in an Oral Formulation each case pursuant to the Development Plan, [*] as set forth in Section [*]; (c) to use [*] Activators and Regulatory Plan for Commercialization Collaboration Products containing [*] Activators in the Field in the Territory, to Commercialize the Product in an Oral Formulation in the Field in the Territory, to Manufacture the Product in an Oral Formulation (including, subject to the restrictions set forth herein, the Licensed Compound) inside or outside of the Territory for Commercialization in the Field in the Territory, Indications and to use the Licensed Compoundmake, Ironwood Technology, and Joint Technology in connection with such Development, Commercialization, and Manufacture of Products (including the Licensed Compound). Notwithstanding the foregoing, Ironwood reserves the right under the Ironwood Technology to develop the Product (x) outside the Field in the Territory, and (y) in any field outside the Territory, and to manufacture the Product inside or outside of the Territory, provided that Ironwood shall have no right to, and shall not, and shall not permit any third party to, (a) develop or manufacture (directly or indirectly) the Licensed Compound or Products (whether in an Oral Formulation or any other formulation) for sale or other commercialization in the Field in the Territory (other than by Astellas pursuant to this Agreement), and (b) sellmade, offer for sale, importsell and otherwise Commercialize [*] Activators and Collaboration Products containing [*] Activators for use in the Licensed Indications, [*], except as provided in Sections [*] below; (d) to use [*] Activators and Collaboration Products containing [*] Activators in the Field and to make, have made, offer for sale, sell and otherwise Commercialize [*] Activators and Collaboration Products containing [*] Activators for use in the Field, [*], except as provided in Sections [*] below; and (e) to perform Medical Affairs Activities for the Compounds and Collaboration Products pursuant to the Medical Affairs Plan, which license [*], except as provided in Sections [*] below. Subject to Section [*], the licenses granted by Cytokinetics to Astellas under this Agreement [*] to develop, make, have made, use, sell, offer for sale or otherwise commercialize the Licensed Compound or Products [*] (whether in an Oral Formulation or not such [*]) that is [*] = Portions of this exhibit have been omitted pursuant to with a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. any other formulation) in the Field in the Territory (other than sales of the Licensed Compound to Astellas pursuant to this Agreement). In addition, Ironwood and its Affiliates will not assert any Technology against Astellas or its Affiliates or Sublicensees on account of their Manufacture, Development, and Commercialization of the Product in the Field in the Territory in accordance with this AgreementCompound.

License to Astellas. Subject to the terms and conditions of this Agreement, Ironwood Cytokinetics hereby grants to Astellas, effective on Astellas the Effective Date, an exclusive license (even as to Ironwood, provided that Ironwood shall have such rights following royalty-bearing worldwide licenses [*] under the Ironwood Cytokinetics Technology and its Cytokinetics’ interest in the Joint Technology Collaboration Intellectual Property: (a) to Research (i) [*] Activators in the Collaboration Indications and (ii) [*] Activators in the Field, in each case pursuant to the Research Plan during the Research Term, which license shall be [*] as are necessary for Ironwood to perform its obligations hereunder), with the right to sublicense as expressly provided set forth in Section 2.5, under the Ironwood Technology and Ironwood’s interest [*]; (b) to Develop (i) [*] Activators in the Joint Technology to Develop Collaboration Indications and (ii) [*] Activators in the Product Field, in an Oral Formulation each case pursuant to the Development Plan, which license shall be [*] as set forth in Section [*]; (c) to use [*] Activators and Regulatory Plan for Commercialization Collaboration Products containing [*] Activators in the Field in the Territory, to Commercialize the Product in an Oral Formulation in the Field in the Territory, to Manufacture the Product in an Oral Formulation (including, subject to the restrictions set forth herein, the Licensed Compound) inside or outside of the Territory for Commercialization in the Field in the Territory, Collaboration Indications and to use the Licensed Compoundmake, Ironwood Technology, and Joint Technology in connection with such Development, Commercialization, and Manufacture of Products (including the Licensed Compound). Notwithstanding the foregoing, Ironwood reserves the right under the Ironwood Technology to develop the Product (x) outside the Field in the Territory, and (y) in any field outside the Territory, and to manufacture the Product inside or outside of the Territory, provided that Ironwood shall have no right to, and shall not, and shall not permit any third party to, (a) develop or manufacture (directly or indirectly) the Licensed Compound or Products (whether in an Oral Formulation or any other formulation) for sale or other commercialization in the Field in the Territory (other than by Astellas pursuant to this Agreement), and (b) sellmade, offer for sale, importsell and otherwise Commercialize [*] Activators and Collaboration Products containing [*] Activators for use in the Collaboration Indications, [*] except as provided in Sections [*] below; (d) to use [*] Activators and Collaboration Products containing [*] Activators in the Field and to make, have made, offer for sale, sell and otherwise Commercialize [*] Activators and Collaboration Products containing [*] Activators for use in the Field, [*], except as provided in Sections [*] below; and (e) to perform Medical Affairs Activities for the Compounds and Collaboration Products pursuant to the Medical Affairs Plan, [*], except as provided in Sections [*] below. Subject to Section [*] the licenses granted by Cytokinetics to Astellas under this Agreement [*] to develop, make, have made, use, sell, offer for sale or otherwise commercialize the Licensed Compound or Products (whether in an Oral Formulation or [*] that is [*] = Portions of this exhibit have been omitted pursuant to with a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. any other formulation) in the Field in the Territory (other than sales of the Licensed Compound to Astellas pursuant to this Agreement). In addition, Ironwood and its Affiliates will not assert any Technology against Astellas or its Affiliates or Sublicensees on account of their Manufacture, Development, and Commercialization of the Product in the Field in the Territory in accordance with this AgreementCompound.

License to Astellas. Subject to the terms and conditions of this Agreement, Ironwood hereby grants to Astellas, effective on the Effective Date, an exclusive license (even as to Ironwood, provided that Ironwood shall have such rights under the Ironwood Technology and its interest in the Joint Technology as are necessary for Ironwood to perform its obligations hereunder), with the right to sublicense as expressly provided in Section 2.5, under the Ironwood Technology and Ironwood’s interest in the Joint Technology to Develop the Product in an Oral Formulation pursuant to the Development and Regulatory Plan for Commercialization in the Field in the Territory, to Commercialize the Product in an Oral Formulation in the Field in the Territory, to Manufacture the Product in an Oral Formulation (including, subject to the restrictions set forth herein, the Licensed Compound) inside or outside of the Territory for Commercialization in the Field in the Territory, and to use the Licensed Compound, Ironwood Technology, and Joint Technology in connection with such Development, Commercialization, and Manufacture of Products (including the Licensed Compound). Notwithstanding the foregoing, Ironwood reserves the right under the Ironwood Technology to develop the Product (x) outside the Field in the Territory, and (y) in any field outside the Territory, and to manufacture the Product inside or outside of the Territory, provided that Ironwood shall have no right to, and shall not, and shall not permit any third party to, (a) develop or manufacture (directly or indirectly) the Licensed Compound or Products (whether in an Oral Formulation or any other formulation) for sale or other commercialization in the Field in the Territory (other than by Astellas pursuant to this Agreement), and (b) sell, offer for sale, import, or otherwise commercialize the Licensed Compound or Products (whether in an Oral Formulation or [**] = 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. any other formulation) in the Field in the Territory (other than sales of the Licensed Compound to Astellas pursuant to this Agreement). In addition, Ironwood and its Affiliates will not assert any Technology against Astellas or its Affiliates or Sublicensees on account of their Manufacture, Development, and Commercialization of the Product in the Field in the Territory in accordance with this Agreement.