Common use of Licensed IP Rights Clause in Contracts

Licensed IP Rights. 3.1.1 Subject to the terms and conditions of this Agreement, NiKang hereby grants to Erasca an exclusive license (with the right to grant sublicenses through multiple tiers pursuant to Section 3.1.4) under the Licensed IP Rights to conduct research and to develop, make, have made, use, offer for sale, sell and import Licensed Products in the Territory for use in the Field. 3.1.2 Notwithstanding the exclusive licenses granted to Erasca under Section 3.1.1, NiKang retains the right to practice the Licensed IP Rights in the Field in the Territory in order to perform, or have performed by its Affiliates or contractors, NiKang’s obligations under this Agreement. 3.1.3 Except as expressly set forth herein, Erasca shall not acquire any license, right or other interest, by implication or otherwise, under any intellectual property rights of NiKang. 3.1.4 Erasca shall have the right to grant sublicenses (through multiple tiers) of the license granted to it under Section 3.1.1 to its Affiliates, contractors and other Third Parties, provided that: (a) each sublicense agreement shall be consistent with the terms and conditions of this Agreement; (b) Erasca shall remain directly responsible for all of its obligations under this Agreement, regardless of whether any such obligation has been delegated, subcontracted or sublicensed to its Affiliates, contractors or sublicensees; (c) Erasca shall ensure that its Affiliates, contractors and sublicensees comply with the terms and conditions of this Agreement; provided that if a sublicensee breaches any of the obligations of this Agreement then provided that Erasca cures the breach or terminates the sublicense within the cure period set forth in Section 10.3.1, NiKang will not have the right to terminate this Agreement by reason of such breach by a sublicensee; and (d) within ten (10) days after the execution of any sublicense agreement, Erasca shall provide NiKang with a true and complete copy of such sublicense agreement. 3.1.5 If during the term of this Agreement, NiKang obtains Control of any patents, know-how and other intellectual property rights from a Third Party, which intellectual property rights are reasonably necessary or useful for the development, manufacture, use, importation and/or sale of the Licensed Compounds, then NiKang shall notify Erasca in writing, including a description of such intellectual property rights, any payments that NiKang would be obligated to pay in connection with the grant, maintenance or exercise of a sublicense to Erasca under such intellectual property rights, and any terms and conditions of such license that apply to Erasca as a sublicensee. If within thirty (30) days after the receipt of such notice, Erasca agrees in writing to reimburse NiKang for all such payments and to comply with the terms and conditions of such license, then such intellectual property rights shall be included in Licensed IP Rights and sublicensed to Erasca under the terms and conditions of this Agreement. If Licensee does not so agree in writing within such thirty (30) days, then such intellectual property rights shall be excluded from Licensed IP Rights and Erasca shall not have a sublicense to such intellectual property rights.

Licensed IP Rights. 3.1.1 Subject to the terms and conditions of this Agreement, NiKang Urigen hereby grants to Erasca an exclusive Imprimis and its Affiliates a nonexclusive license (with the right to grant sublicenses through multiple tiers pursuant to Section 3.1.4) under the Licensed IP Rights to conduct research and to develop, make, have made, use, offer for sale, sell and import Licensed Products in the Territory for use in the Field. Imprimis or its affiliates or sublicensee’s shall not sponsor or conduct any clinical work without the prior written approval of Urigen. 3.1.2 Notwithstanding If any patent owned by Imprimis, either directly or through one of its Affiliates, issues from a patent application that has a priority date after the exclusive licenses granted Effective Date, claims a Urigen Product and is supported by the results of the work performed by Imprimis or its Affiliates under this Agreement, then Imprimis hereby grants to Erasca under Section 3.1.1, NiKang retains the right to practice the Licensed IP Rights in the Field in the Territory in order to performUrigen, or have performed will cause to be granted by its Affiliates or contractorsa worldwide, NiKang’s obligations non-exclusive, irrevocable, royalty-free, freely transferable license under this Agreementthe claims of such issued patent, solely to the extent they claim a Urigen Product, to develop, make, have made, use, offer for sale, sell and import Urigen Products for use in the Field. 3.1.3 Except as expressly set forth hereinWithin the Territory, Erasca shall not acquire any license, right or other interest, by implication or otherwise, under any intellectual property rights of NiKang. 3.1.4 Erasca Imprimis shall have the right to grant sublicenses under this Agreement consistent with the terms of this Agreement, subject to Urigen’s prior written consent which shall not be unreasonably withheld, delayed or conditioned. Imprimis shall provide Urigen with a copy of each executed sublicense agreement and any modifications thereof, along with written certification that the sublicense is in compliance with the License Agreement. Any authorized sublicenses shall not diminish Imprimis’ obligations under the License Agreement, and Imprimis shall remain primarily liable for such obligations and for any breach of any provision of this Agreement by its Affiliates or sublicensees. Promptly after the Urigen Product Launch, Imprimis shall terminate all authorized sublicenses granted under this Agreement. 3.1.4 For a period commencing on the six (6) month anniversary of the Effective Date, and terminating on the twelve (12) month anniversary of the Effective Date, Imprimis shall have the right to convert the nonexclusive license granted under Section 3.1.1 to an exclusive license (with the right to grant sublicenses through multiple tiers) by providing Urigen with written notice to that effect, provided that such right shall remain nonexclusive solely with respect to the rights granted to UCSD Pharmacy under the UCSD Pharmacy Sublicense. Subject to Section 3.5, such conversion shall become effective as of the license granted to it under Section 3.1.1 to its Affiliates, contractors and other Third Parties, provided that: (a) each sublicense agreement shall be consistent with date of such written notice. 3.1.5 During the terms and conditions term of this Agreement; (b) Erasca , Urigen shall remain directly responsible for all of its obligations under this Agreement, regardless of whether not grant to a Third Party any such obligation has been delegated, subcontracted or sublicensed to its Affiliates, contractors or sublicensees; (c) Erasca shall ensure that its Affiliates, contractors and sublicensees comply with the terms and conditions of this Agreement; provided that if a sublicensee breaches any of the obligations of this Agreement then provided that Erasca cures the breach or terminates the sublicense licenses within the cure period set forth in Section 10.3.1Territory, NiKang will not have the right to terminate this Agreement by reason of such breach by a sublicensee; and (d) within ten (10) days after the execution of any sublicense agreement, Erasca shall provide NiKang with a true and complete copy of such sublicense agreement. 3.1.5 If that would become effective during the term of this Agreement, NiKang obtains Control of any patentsrelated to products that may reasonably be considered competitive to the Products in the Territory for use in the Field, know-how and other intellectual property rights from a Third Party, which intellectual property rights are reasonably necessary or useful for the development, manufacture, use, importation and/or sale of the Licensed Compounds, then NiKang shall notify Erasca except as provided in writing, including a description of such intellectual property rights, any payments that NiKang would be obligated to pay in connection with the grant, maintenance or exercise of a sublicense to Erasca under such intellectual property rights, and any terms and conditions of such license that apply to Erasca as a sublicensee. If within thirty (30) days after the receipt of such notice, Erasca agrees in writing to reimburse NiKang for all such payments and to comply with the terms and conditions of such license, then such intellectual property rights shall be included in Licensed IP Rights and sublicensed to Erasca under the terms and conditions of this Agreement. If Licensee does not so agree in writing within such thirty (30) days, then such intellectual property rights shall be excluded from Licensed IP Rights and Erasca shall not have a sublicense to such intellectual property rightsSection 8.2.1(b).