License to PPD regarding PPD Products. Subject to the terms of this Agreement, TSD will grant to PPD as of the Effective Date a perpetual, royalty bearing, worldwide, exclusive (even as to TSD) license, with right to grant sublicenses, to all Intellectual Property owned or otherwise Controlled by TSD or its Affiliates related to SYR110322, SYR110619, [*], to develop, make, have made, use, import, offer for sale and sell Products comprising SYR110322, SYR110619, [*] (the “PPD License”). To the extent that TSD is unable to grant an exclusive license to any Intellectual Property Controlled by TSD or an Affiliate of TSD, such license granted by TSD to PPD will be non-exclusive with respect to such Intellectual Property. The PPD License granted by TSD to PPD pursuant to this Section 12.4 is conditioned upon and shall only become [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. effective on a Compound by Compound basis following the exercise of PPD Option #1 or PPD Option #2 pursuant to Sections 12.1-12.3, subject to the expiration or earlier termination of any notice and waiting period under the HSR Act, if necessary. Any costs not otherwise reimbursed by PPD for licenses to Third Party intellectual property rights acquired pursuant to Section 5.5, to the extent transferred (TSD does not assure their transferability) from TSD to PPD at PPD’s request, shall be immediately reimbursed by PPD.
Appears in 4 contracts
Samples: Buy Back Agreement, Confidentiality Agreement (Furiex Pharmaceuticals, Inc.), Confidentiality Agreement (Furiex Pharmaceuticals, Inc.)
