License to Codexis Technology. Subject to the terms and conditions of this Agreement, Codexis hereby grants to Customer a non-exclusive, non-transferrable, non-sublicensable (except as provided below), worldwide license under the Codexis Technology to use and import (but not to make, have made, improve, have improved, modify, have modified, sell, or have sold) Codexis Enzyme in order to make, have made, use, import, sell and have sold Product in the Territory, This license does not grant Customer any rights under Codexis Technology to use and import Codexis Enzyme in order to make, have made, use, import, sell and have sold Product (whether as Product or as a formulated drug product) for resale by third parties (including, without limitation, [***]) for sale outside of the Territory. Until the satisfaction by Customer of all of its obligations under Section 8.3 (License Obligations), the license shall not be transferable, and shall not be sub-licensable except: a) to Affiliates of Customer and to contract manufacturing organizations manufacturing Product for Customer and its Affiliates; and, b) with regard to the Product formulated as a drug product, to third parties conducting clinical research and/or drug product testing on behalf of the Customer and/or its Affiliates that is necessary for the regulatory approval in the Territory. After the satisfaction by Customer of all of its obligations under Section 8.3 (License Obligations), the license shall be fully transferrable to a successor to Customer’s rights under this Agreement and its agreement with MSD relating to the Product and sublicensable.
License to Codexis Technology. (a) Subject to the terms and conditions of this Agreement, Codexis hereby grants to Pfizer a non-exclusive, non-transferrable (except to a permitted assignee of this Agreement by Pfizer pursuant to Section 13.7), non-sublicensable (except to Affiliates of Pfizer and Pfizer Designees manufacturing Intermediate for Pfizer and its Affiliates for use in the manufacture and sale of Product), worldwide, royalty-free, fully-paid, perpetual, irrevocable (subject to Section 11.7(a)), license under the Codexis Technology to use and import (but not to make, have made, improve, have improved, sell, or have sold) Codexis Enzyme in order to make, have made, use, import, offer for sale, sell or have sold Intermediate solely for the manufacture and sale of Product by or for Pfizer and its Affiliates in the Territory. For clarity, no license is granted under the Codexis Technology to offer for sale, sell or have sold Intermediate to Third Parties. For clarity, no license is granted under the Codexis Technology to use or import enzymes other than Codexis Enzyme in order to make, have made, use, import, offer for sale, sell or have sold Intermediate solely for the manufacture and sale of Product by or for Pfizer and its Affiliates in the Territory.
