License under LNP Technology Clause Samples

License under LNP Technology. Subject to the terms and conditions of this Agreement, the terms and conditions set forth in Exhibit 2.1.2 Part A, and subject to the disclosures as set forth in items (ii) and (iii) of the Disclosure Letter, on a Product-by-Product basis, CureVac hereby grants to GSK, and GSK hereby accepts: (i) a royalty-free, non-exclusive sublicense under the LNP Agreements to use the LNP Technology for the Development and Manufacture of the Initial Products and the Initial Other Products for use in the Field in the Territory; and (ii) a corresponding royalty-bearing, non-exclusive license to use the LNP Technology for the Commercialization of the Initial Products and the Initial Other Products for use in the Field in the Territory, subject to CureVac’s rights with respect to the CureVac Territory under Section 6 and the Distribution Agreement ("LNP License"). CureVac shall not (i) grant a sublicense to any Third Party under the LNP Technology for the Development and Manufacture of Products for use in the Field in the Territory, subject to the disclosures as set forth in items (ii) and (iii) of the Disclosure Letter, and (ii) itself carry out any activities under the LNP Technology for the Development and Manufacture of Products for use in the Field in the Territory other than under this Agreement; in each case of (i) and (ii) on a Product-by-Product basis for as long as the respective Product is Developed and/or Commercialized under this Agreement. The LNP License shall: (i) as at the Closing Date be limited to Licensed LNP from [*****] for the primary vaccine Antigen and the additional vaccine Antigen for the [*****] as listed in Exhibit 2.1.2 Part B for use as part of the [*****] Product in the Field; (ii) within [*****] following the Closing Date, include Licensed LNPs from [*****] for the primary vaccine Antigens and the associated additional vaccine Antigens for the [*****] as listed in Exhibit 2.1.2 Part B for use as part of the corresponding Product in the Field; (iii) include a Licensed LNP from [*****] for a primary Antibody and associated additional Antibodies (if any) for the [*****], provided that GSK has provided the Antibody sequence to CureVac before [*****] (and CureVac may suspend activities, to the extent required and acting reasonably, under this Program until GSK has selected such sequence, in light of the potential detrimental effects on the Program and the ownership rights in Inventions of continuing activities without having licensed this LNP), ...