Common use of License to Paratek Outside the Territory Clause in Contracts

License to Paratek Outside the Territory. Upon the request of Paratek, the Parties agree to enter into good faith negotiations with respect to the terms of a license agreement containing royalty provisions and other customary terms, pursuant to which WCCI and its Affiliates would grant to Paratek an exclusive license (even as to WCCI and its Affiliates) (including the right to grant sublicenses, under WCCI Technology (including, without limitation, all Clinical Trial Data) and WCCI Patent Rights and WCCI’s interest in Joint Technology and Joint Patent Rights, to research, have researched, Develop, have Developed, manufacture, have manufactured, use, have used, sell, distribute for sale, have distributed for sale, offer for sale, have sold, import, have imported, otherwise Commercialize and otherwise have Commercialized Products, for any and all uses (including, without limitation any and all uses within the Field) outside the Territory, it being understood that Paratek will covenant in any such license agreement to use Commercially Reasonable Efforts to prevent any such Products from being imported into the Territory for resale by any Third Party without WCCI’s prior written consent. WCCI shall cause its Affiliates not to grant any rights (whether by license or otherwise) to any Third Party, or otherwise to take any other action, that would impair or adversely affect the ability of such Affiliates to grant to Paratek a license in accordance with this Section 7.2.3.

License to Paratek Outside the Territory. Upon the request of ParatekXxxxxxx, the Parties agree to enter into good faith negotiations with respect to the terms of a license agreement containing royalty provisions and other customary terms, pursuant to which WCCI and its Affiliates would grant to Paratek an exclusive license (even as to WCCI and its Affiliates) (including the right to grant sublicenses, under WCCI Technology (including, without limitation, all Clinical Trial Data) and WCCI Patent Rights and WCCI’s interest in Joint Technology and Joint Patent Rights, to research, have researched, Develop, have Developed, manufacture, have manufactured, use, have used, sell, distribute for sale, have distributed for sale, offer for sale, have sold, import, have imported, otherwise Commercialize and otherwise have Commercialized Products, for any and all uses (including, without limitation any and all uses within the Field) outside the Territory, it being understood that Paratek will covenant in any such license agreement to use Commercially Reasonable Efforts to prevent any such Products from being imported into the Territory for resale by any Third Party without WCCI’s prior written consent. WCCI shall cause its Affiliates not to grant any rights (whether by license or otherwise) to any Third Party, or otherwise to take any other action, that would impair or adversely affect the ability of such Affiliates to grant to Paratek a license in accordance with this Section 7.2.3. 7.2.4.