License to Lilly. Subject to the terms and conditions of this Agreement, ImmunoGen hereby grants to Lilly and its Affiliates an exclusive, non-transferable (except as expressly permitted in this Agreement), royalty-bearing license, including the right to grant sublicenses as described in Section 2.1(b) hereof, under the Licensed Intellectual Property to Develop, make, have made, use, sell, offer for sale, import, export and otherwise Commercialize Licensed Products in the Field in the Territory. Lilly and its Affiliates shall have the right, without ImmunoGen’s permission or consent but subject to the conditions set forth herein, to engage one or more Third Parties (“Permitted Third Party Service Providers”) as subcontractors to perform designated functions in connection with its activities under this Agreement (including transferring Licensed Technology as may be necessary for such Affiliate or Permitted Third Party Service Provider to perform such designated functions), provided that (a) Lilly shall [***] and (b) Lilly shall [***].
License to Lilly. 15 22 (i) Subject to the other provisions of this Agreement, Ophidian hereby grants to Lilly and its majority owned Affiliates an exclusive worldwide right and license, with the right to sublicense to Third Party fill/finish manufacturers, under the Ophidian Patents, Ophidian Technology, Program Patents and Program Technology to make, have made, use, have used, import, offer for sale, sell and have sold the Drug Products for any human therapeutic use and to otherwise comply with its obligations under this Agreement. Ophidian shall have the limited right to practice under Ophidian Patents, Ophidian Technology, Ophidian Program Patents, and Ophidian Program Technology to the extent necessary to develop, manufacture and sell to Lilly, its Affiliates or any Third Party marketing partner of Lilly as contemplated by Section 7.2, the Bulk Drug Substance and to otherwise comply with its obligations under this Agreement. Lilly may not exercise any rights granted pursuant to this Section 9.1(a) to manufacture the Bulk Drug Substance unless a Trigger Event as defined in Section 9.2 shall have occurred. Ophidian shall retain all rights under Ophidian Patents, Ophidian Technology, Ophidian Program Patents and Ophidian Program Technology not granted to Lilly, including but not limited to the right to develop, manufacture and sell Bulk Drug Substance for non-therapeutic uses.
License to Lilly. 46 23.2 SUBLICENSES.................................................................. 46 23.3
License to Lilly. In consideration for the payments made to Arena by Lilly pursuant to Article II, Article VIII, Article XI and Article X, Arena grants to Lilly an exclusive right and license, with the right to sublicense, in the Territory to make, have made, use, sell, have sold, market, import, promote and distribute, for any indication within the Field, any CART Identified Compound and/or Drug Product, and to use Enabled Screening Assays as provided for in this Agreement and developed in the course of the Project.
License to Lilly. Subject to the terms and conditions of this ---------------- Agreement, Albany hereby grants to Lilly, and its Affiliates, a royalty free, non-exclusive worldwide license, with the right to grant sublicenses, under Albany's interest in the Program Technology to utilize the Program Technology for any purpose.
License to Lilly. (a) Subject to the terms and conditions set forth herein, MEGABIOS grants LILLY an exclusive, worldwide license, with the right to sublicense, under MEGABIOS Information, MEGABIOS Patent Rights, and MEGABIOS' interest in the Project Information to discover, develop, make, have made (subject to Section 2.10), import, offer for sale, sell and have sold Products. MEGABIOS hereby retains such rights under the MEGABIOS Information, MEGABIOS Patent Rights and Project Information to discover, develop and make Products as are necessary for it to fulfill its obligations under this Agreement. LILLY's right to develop Products pursuant to the license in this Section 5.1(a) includes the right to adjust or modify one or more components in the Formulation contained therein, as necessary or desirable for the further development or commercialization of such Products (a "Modified Formulation"); provided that any such Modified Formulation shall nevertheless contain at least the BRCA1 Gene and a Lipid.
(b) Subject to the terms and conditions set forth in this paragraph and the rest of this Agreement, MEGABIOS also grants to LILLY a non-exclusive, worldwide, fully-paid license, with no right to sublicense, under MEGABIOS Information and MEGABIOS' interest in Patent Rights (including, but not limited to, MEGABIOS Patent Rights) and Project Information for LILLY's internal non- commercial research purposes (the "Research License"). Such Research License shall terminate [ * ] after the completion of the Project (including extensions related thereto). Consistent with the terms of the Research License granted herein, LILLY agrees that it shall not use the Research License to commercialize a product except pursuant to a futher written agreement which may be negotiated between LILLY and MEGABIOS. If LILLY requests and MEGABIOS agrees to provide materials or assistance for use under the Research License and not in the Project, then LILLY shall reimburse MEGABIOS for its reasonable costs of providing such material or assistance. Subject to the confidentiality provisions described herein and any applicable confidentiality provisions set forth in agreements that LILLY may have with third parties, LILLY shall disclose to MEGABIOS, [ * ]
License to Lilly. If Lilly is deemed the Commercializing Party in accordance with Article 4.4, then Transition grants to Lilly an exclusive, worldwide, royalty bearing license, with the right to grant sublicenses, under the Transition Patents, Transition rights in Jointly Owned Patents and Transition Know-How to Develop, make, have made, use, sell, offer to sell, import and Commercialize Licensed Products in the Field.
License to Lilly. (i) Subject to the other provisions of this Agreement, Vertex hereby grants to Lilly and its Affiliates an exclusive, worldwide right and license, with the right to sublicense, to the Vertex Patents, Vertex Technology, Program Patents (to the extent Vertex has an interest in such Patents) and Program Technology (to the extent Vertex has an interest in such Technology) to make, have made, use, have used, import, offer for sale, sell and have sold Bulk Drug Substance and Drug Products and to otherwise comply with its obligations under this Agreement. Notwithstanding the foregoing grant, Vertex shall have the right to practice under Vertex Patents, Vertex Technology, Vertex Program Patents, and Vertex Program Technology as necessary to comply with its obligations and exercise its rights under this Agreement, including but not limited to the right to develop, manufacture and sell Bulk Drug Substance to Lilly, its Affiliates, sublicensees or any Third Party marketing partner of Lilly subject to the provisions of Articles 7 and 10 hereof. In the event that Vertex exercises its Vertex Commercial Supply Option as set forth in Article 10, and so long as Vertex retains its right to manufacture pursuant thereto, Lilly may not exercise any of the rights to manufacture Bulk Drug Substance under the license granted in this Subsection (a)(i). Vertex shall retain all rights under Vertex Patents, Vertex Technology, Vertex Program Patents and Vertex Program Technology not explicitly granted to Lilly hereunder.
(ii) Vertex will use its best efforts to obtain, on or prior to the Effective Date, a license to, and all consents necessary for the grant of a sublicense to Lilly under, or assignment to Lilly of, any Third Party intellectual property known to Vertex, rights to which Vertex believes will be necessary for the manufacture, use, or sale of Bulk Drug Substance or Drug Product, and Vertex shall promptly grant to Lilly a royalty-free sublicense, or assignment of its rights, under any such license consistent with the terms of this Agreement, for the manufacture, use, sale, distribution or promotion of Bulk Drug Substance and Drug Product hereunder.
License to Lilly. Subject to the terms and conditions of this Agreement, Millennium hereby grants to Lilly:
(a) an exclusive, worldwide, non-royalty bearing license (subject to Millennium's retained rights), under Millennium Field Patent Rights and Millennium Field Know-How, to make, have made, use, and have used Candidate Genes and Validated Targets within Oncology; such license [**] on prior notice to Millennium, provided however, that Lilly [**]; (b) an exclusive, worldwide, royalty bearing license, under Millennium Field Patent Rights and Millennium Field Know-How to make, have made, import, use, have used, offer to sell and sell Products; such license [**] on prior notice to Millennium, provided however, that [**]; (c) an option to obtain exclusive licenses to [**] (as defined in Section 5.2), pursuant to the provisions of Section 5.2; (d) a right to either i) negotiate for rights to collaborate on Gene Therapy Drugs, which embody or are discovered or developed using Millennium Field Patent Rights or Millennium Field Know-How, or ii) a co-exclusive right to make, have made, import, use, have used, offer to sell and sell Gene Therapy Drugs, which embody or are discovered or developed using Millennium Field Patent Rights or Millennium Field Know-How, pursuant to the provisions of Section 5.3; (e) an option to co-develop and/or co-promote certain Diagnostic Products, for use in the Field and the area of Oncology, which embody or are discovered or developed using Millennium Field Patent Rights or Millennium Field Know-How, pursuant to the provisions of Section 5.4; and (f) a co-exclusive (with Millennium), worldwide, non-royalty bearing license, under Millennium Field Patent Rights and Millennium Field Know-How, to make, have made, use, and have used Program Genes [**] and to make, have made, use, and have used Candidate Genes and Validated Targets [**]; such license shall include the right to grant sublicenses on prior written notice to Millennium, provided however, [**]. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
(a) The parties understand and agree that during the term, [**], Millennium may undertake genomics research activities designed primarily to yield biological molecules likely to be useful as targets or as pharmaceutical products in the Field (such as the use of [**] . For the purposes of the foregoing definition of [**], which definition shall apply wherever such term is used in th...
License to Lilly. In consideration for the payments made to Neurocrine by Lilly pursuant to Article VI and Article III, as well as in consideration for access to the Research Records Cassette as described in Article VII and the co-promotion option granted by Lilly as described in Article VIII, Neurocrine grants Lilly
(a) an exclusive, worldwide, right and license within the Field to make, use and have used Existing Neurocrine Technology and Project Technology owned or acquired by Neurocrine for the purpose of assay modification or development, and the screening, identification, selection and/or development of drugs subject to Neurocrine retaining the right to use Existing
