License to Celgene. Subject to the terms and conditions of this Agreement, Prothena hereby grants to Celgene an exclusive right and license, with the right to grant sublicenses (through multiple tiers), under the Prothena IP to research, develop (including Develop), make (including Manufacture), have made (including have Manufactured), use, offer for sale, sell, import, Commercialize and otherwise exploit Licensed Antibodies and Licensed Products, including Diagnostic Products, in the Field in the Territory.
License to Celgene. Subject to the terms and on the conditions set forth in this Jounce Lead Co-Co Agreement and the Master Collaboration Agreement, Jounce hereby grants to Celgene the following licenses: (a) in the ROW Territory, an exclusive (even as to Jounce and its Affiliates) license, with the right to grant sublicenses (subject to Section 6.1.3), under and to the Jounce Co-Co IP to research, Develop, use, offer for sale, sell, import and otherwise Commercialize the Jounce Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products for ROW Administration; (b) in the United States, a co-exclusive (with Jounce and its Affiliates and Sublicensees) license, with the right to grant sublicenses (subject to Section 6.1.3), under and to the Jounce Co-Co IP to research, Develop, use, offer for sale, sell, import and otherwise Commercialize the Jounce Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products for U.S. Administration; and (c) a worldwide co-exclusive (with Jounce and its Affiliates and Sublicensees) license, with the right to grant sublicenses (subject to Section 6.1.3), under the Jounce Co-Co IP to Manufacture and have Manufactured the Jounce Co-Co Program’s Collaboration Candidates (including the Co-Co Candidate), Co-Co Products and Co-Co Diagnostic Products, in each case solely to the extent permitted in accordance with Section 2.5. For clarity, the foregoing license grants with respect to Manufacturing and Development are subject to certain retained rights pursuant to Section 2.3.5 and, with respect to Manufacturing, the rights set forth in Section 2.5.
License to Celgene. Subject to the terms and on the conditions set forth in this License Agreement, and solely with respect to the Licensed Candidates, Licensed Products and Licensed Diagnostic Products that are the subject of this License Agreement, Juno hereby grants and shall cause (within [***] after the License Agreement Effective Date) its Affiliates to grant to Celgene (a) an exclusive [***], royalty-bearing right and license, with the right to grant sublicenses through multiple tiers (subject to Section 6.1.3), under (i) the Juno Licensed IP, (ii) Juno’s and its Affiliates’ rights in the Collaboration IP, and (iii) Juno’s and its Affiliates’ interest in the Joint Collaboration IP, and (b) a non-exclusive, royalty-free right and license, with the right to grant sublicenses (subject to Section 6.1.3), under Patents and Know-How [***] Covering or claiming the [***], in each case of (a) and (b) [***] (A) to conduct Research, Development, Manufacture [***], and Commercialization Activities for Licensed Candidates, Licensed Products and Licensed Diagnostic Products in the Field in the ROW Territory in accordance with the License Development Plan and/or License Commercialization Plan, and (B) if Celgene has exercised the Commercialization Opt-In Right pursuant to Section 3.2.2, to conduct Commercialization Activities that are [***] in the North America Territory. Juno shall [***] upon written notice to Celgene [***]; provided that (a) [***], (b) [***], and (c) [***].
License to Celgene. (a) On a Program-by-Program basis, commencing on the Effective Date until the expiration of the Opt-In Term, subject to the terms and on the conditions set forth in this Agreement, Vividion hereby grants to Celgene a non-exclusive, worldwide, royalty-free right and license, with the right to grant sublicenses (subject to Section 5.1.4), under the Vividion Intellectual Property and Vividion’s interest in the Joint Collaboration IP, solely to permit Celgene to Develop CCB Programs and to perform its obligations under the Research Plan for each Program that is subject to an Opt-In Right exercisable by Celgene under Section 3.1 to Develop or Manufacture, for purposes of such Program, Program Compounds or Program Products during the Opt-In Term.
License to Celgene. On a Program-by-Program basis, commencing on the Effective Date until the earlier of the expiration of the applicable Option Term or the Research Term, subject to the terms and on the conditions set forth in this Agreement, Jounce hereby grants to Celgene a non-exclusive, worldwide, royalty-free right and license, with the right to grant sublicenses (subject to Section 7.1.2), under the Jounce IP (including any Collaboration IP solely owned by Jounce therein), and Jounce’s interest in the Joint Collaboration IP, solely to permit Celgene to conduct its activities or perform its responsibilities with respect to each Program, as contemplated under the applicable IDP as part of the Collaboration and in accordance with the terms of this Agreement.
License to Celgene. During the PD-1 Term and subject to the terms and on the conditions set forth in this PD-1 License Agreement and the Master Collaboration Agreement, Jounce hereby grants to Celgene in the Territory a co-exclusive, worldwide, royalty-free right and license, with the right to grant sublicenses (subject to Section 4.1.3), under and to the Jounce Licensed IP to research, Develop, Manufacture, have Manufactured, use, offer for sale, sell, import and otherwise Commercialize the Licensed Candidate, Included Collaboration Candidates, Licensed Products and Licensed Diagnostic Products; for clarity, Jounce retains the right to grant licenses to Third Parties under Jounce Licensed IP.
License to Celgene. On a Collaboration Program-by-Collaboration Program basis, Company hereby grants to Celgene a non-exclusive, worldwide, fully paid-up, non-transferable (other than in accordance with Section 13.4) royalty-free right and license, with the right to grant sublicenses solely to Affiliates and subcontractors performing on behalf of Celgene, under the Company IP, for Celgene to conduct the Development and Manufacturing activities under such Collaboration Program in accordance with this Agreement, if any, that (i) the Parties mutually agree should be conducted or (ii) are expressly permitted in this Agreement to be conducted by Celgene.
License to Celgene. On a Program-by-Program basis, commencing on the Effective Date and extending until expiration of the applicable Option Term, subject to the terms and on the conditions set forth in this Agreement, Juno hereby grants and shall cause (within [***] after the Effective Date) its Affiliates to grant to Celgene (i) a non-exclusive, worldwide, royalty-free right and license, with the right to grant sublicenses (subject to Section 7.1.4(a)), under the Juno IP (including any Collaboration IP solely owned by Juno and/or its Affiliates) and Juno’s and its Affiliates’ interest in the Joint Collaboration IP, solely to permit Celgene to conduct its [***] 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. activities or perform its responsibilities with respect to each Program that is subject to a Juno Option, a BD Option exercisable by Juno or an Option exercisable by Juno under Section 3.1.5, and (ii) a non-exclusive, worldwide, royalty-free right and license, with the right to grant sublicenses [***] (subject to Section 7.1.4(a)), under Patents and Know-How Controlled by Juno and/or its Affiliates Covering or claiming the [***], solely to permit Celgene to conduct its activities or perform its responsibilities with respect to each Program that is subject to a Juno Option, a BD Option exercisable by Juno, or an Option exercisable by Juno under Section 3.1.5.
License to Celgene. Subject to the terms and conditions of this Agreement, Jounce hereby grants to Celgene an exclusive, transferrable (pursuant to Section 15.4), and sublicenseable (through multiple tiers) license, under the Jounce IP and Jounce’s interest in Joint IP, to Develop, Manufacture, and Commercialize the Licensed Compounds and the Licensed Products in the Field in the Territory.
License to Celgene. Subject to the terms and on the conditions set forth in this Co-Co Agreement, OncoMed hereby grants to Celgene a worldwide, exclusive (even as to OncoMed and its Affiliates, except as provided below) license, with the right to grant sublicenses (subject to Section 7.1.3), under the OncoMed Co-Co IP to Develop, Manufacture, have Manufactured, use, offer for sale, sell, import and otherwise Commercialize Co-Co Candidates, Co-Co Products and Diagnostic Products worldwide in the Field for U.S. Administration and/or ROW Administration; provided, that OncoMed shall retain the co-exclusive right, with the right to grant sublicenses (subject to Section 7.1.3), under the OncoMed Co-Co IP solely to permit OncoMed to conduct activities with respect to the Co-Co Program, as contemplated under the U.S. Development and Commercialization Program, and otherwise in accordance with the terms of this Co-Co Agreement and the Master Collaboration Agreement in the Field in the U.S. for U.S. Administration.
