License to Exelixis Sample Clauses

License to Exelixis. (a) Selected Targets. P&U hereby grants to Exelixis an exclusive, worldwide, royalty-free license (with the right to sublicense) under the Sole Inventions of P&U and under P&U's interest in the Joint Inventions to use each Selected Target to: (i) search for small molecule compounds directed at such Selected Target solely for use outside the Applicable Field; (ii) develop, for use outside the Applicable Field, products comprising or incorporating such small molecule compounds; (iii) make, have made, use, sell, offer to sell, have sold and import such products; (iv) develop, make, have made, use, sell, offer to sell, have sold and import products based on the Selected Target for all agricultural and non-human applications; and (v) develop, make, have made, use, sell, offer to sell, have sold and import, for use in any field, any other products not meeting the definition of a Product, including without limitation therapeutic protein products (including secreted proteins or peptides and therapeutic antibodies), antisense products, vaccine products, gene therapy products or diagnostic products based on the Selected Target. (b) Abandoned Targets. P&U hereby grants to Exelixis an exclusive, worldwide, royalty-free license (with the right to sublicense) under the Sole Inventions of P&U and under P&U's interest in the Joint Inventions to use each Abandoned Target: (i) to search for small molecule compounds directed at such Abandoned Target and to develop, make, have made, use, sell, offer to sell, have sold and import products comprising or incorporating such small molecule compounds; (ii) to develop, make, have made, use, sell, offer to sell, have sold and import products based on the Abandoned Target for all agricultural and non- human applications; and (iii) to develop, make, have made, use, sell, offer to sell, have sold and import, for use in any field, therapeutic protein products (including secreted proteins or peptides and therapeutic antibodies), antisense products, vaccine products, gene therapy products or diagnostic products based on the Abandoned Target. P&U hereby covenants that it will not develop or commercialize any compounds isolated with respect to an Abandoned Target and grants to Exelixis the right of first negotiation for a license to such compounds. P&U also grants to Exelixis a nonexclusive license to all intellectual property Controlled by P&U related to the use of assays to screen for modifiers of an Abandoned Target.