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 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 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.