Common use of Licensed Products Clause in Contracts

Licensed Products. Except as set forth in Section 4.3.3, Sanofi will, have the right to grant sublicenses under the rights granted to it under Section 4.2.1 with respect to such Licensed Product, to develop, manufacture, have manufactured, use, commercialize or import such Licensed Product in the Field in the Territory (i) to its Affiliates (with the right to Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. further sublicense) and (ii) to a Sublicensee without the right to grant further sublicenses. Sanofi and its Affiliates will provide to Rib-X written notice of any agreement with a Sublicensee reflecting each such license or sublicense promptly after the execution thereof. If Sanofi or any of its Affiliates grants such a license or sublicense, all of the relevant terms and conditions of this Agreement will apply to each such Affiliate or Sublicensee to the same extent as they apply to Sanofi, and Sanofi will require each such Affiliate and Sublicensee to agree in writing to the foregoing. Without limiting the foregoing, each sublicense agreement will contain the following provisions: (i) an obligation of the Sublicensee to assign to Sanofi at the end of the Research Term, with the right to further assign to Rib-X, any Patent Rights Covering the composition of matter or method of manufacture or use of any Returned Compounds, provided such Patent Rights do not also Cover the composition of matter or method of manufacture or use of any other compound; and (ii) a license grant to Sanofi with respect to Know-how and Patent Rights Controlled by such Sublicensee, with the right to grant a sublicense to Rib-X, such license from the Sublicensee to be triggered automatically by an obligation of Sanofi to grant a license to Rib-X under this Agreement, but solely to the extent such Know-how and Patent Rights of the Sublicensee will fall within the Sanofi Know-how and Sanofi Patent Rights being licensed to Rib-X once Sanofi obtains Control from such Sublicensee. Sanofi assumes full responsibility for the performance of all obligations so imposed on each Affiliate and Sublicensee and will itself pay and account to Rib-X for all payments due under this Agreement by reason of operation of any such sublicense.

Licensed Products. Except as set forth in Section 4.3.3JSG shall not, Sanofi willand shall cause its Affiliates and Sublicensees not to, have the right to grant sublicenses under the rights granted to it under Section 4.2.1 with respect to such Licensed Product, to develop, manufacture, have manufactured, use, commercialize or import such Licensed Product in the Field in the Territory (i) to its Affiliates (knowingly use the Licensed SN IP except in connection with the right to Portions of this ExhibitLicensed Products, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. further sublicense) and (ii) Distribute any products under the Licensed SN Trademarks except for the Licensed Products, (iii) Distribute any products that JSG, its Affiliates or Sublicensees knows to a Sublicensee without include the right Licensed SN IP except under the Licensed SN Trademarks, or (iv) knowingly include any Intellectual Property or technology in the Licensed Products other than Licensed SN IP and any other Intellectual Property or technology approved for inclusion therein by SharkNinja; provided, that to grant further sublicenses. Sanofi the extent that JSG or its Affiliates independently develops or acquires or licenses from any Third Party any Intellectual Property or other technology, JSG and its Affiliates will provide to Rib-X written notice of any agreement with a Sublicensee reflecting each such license or sublicense promptly after the execution thereof. If Sanofi or any of its Affiliates grants such a license or sublicense, all of the relevant terms and conditions Sublicensees shall not be in breach of this Agreement will apply to each such Affiliate or Sublicensee to the same extent as they apply to Sanofi, and Sanofi will require each such Affiliate and Sublicensee to agree in writing to the foregoing. Without limiting the foregoing, each sublicense agreement will contain the following provisions: (i) an obligation of the Sublicensee to assign to Sanofi at the end of the Research Term, with the right to further assign to Rib-X, any Patent Rights Covering the composition of matter or method of manufacture or use of any Returned Compounds, provided such Patent Rights do not also Cover the composition of matter or method of manufacture or use of any other compound; and (ii) a license grant to Sanofi with respect to Know-how and Patent Rights Controlled by such Sublicensee, with the right to grant a sublicense to Rib-X, such license from the Sublicensee to be triggered automatically by an obligation of Sanofi to grant a license to Rib-X under this Agreement, but solely Section 2.2 to the extent such Know-how Intellectual Property or other technology is included in any product Distributed by JSG, its Affiliates or Sublicensees with SharkNinja’s prior written consent. In the event that: (A) a product is developed or sold by or on behalf of SharkNinja or its Affiliates for sale to consumers in the SharkNinja Territory after the Effective Date that is not a Licensed Product or otherwise covered under the Product Development Agreement; or (B) a product (including any Improvement to a Licensed Product) is developed by or on behalf of JSG or its Affiliates for sale to consumers in the JSG Territory after the Effective Date that is not a Licensed Product (or otherwise covered under the Product Development Agreement) (a “New JSG Product”); then JSG may submit a written request to SharkNinja to Distribute such product in the JSG Territory under the Licensed SN Trademarks (a “License Request”), and Patent Rights of upon SharkNinja’s consent (not to be unreasonably withheld, conditioned or delayed), such product shall be included as a Licensed Product hereunder. In the Sublicensee will fall within the Sanofi Know-how and Sanofi Patent Rights being licensed event that SharkNinja has not responded to Rib-X once Sanofi obtains Control from such Sublicensee. Sanofi assumes full responsibility for the performance of all obligations so imposed on each Affiliate and Sublicensee and will itself pay and account to Rib-X for all payments due under this Agreement by reason of operation of any such sublicense.License Request within forty (40) days of SharkNinja’s receipt of such License Request, JSG may submit a second written request to SharkNinja that clearly and conspicuously indicates that if SharkNinja fails to respond within twenty (20) days, SharkNinja will be deemed to have consented to such License Request (a “

Licensed Products. Except as set forth in Section 4.3.3, Sanofi will, have the right to grant sublicenses under the rights granted to it under Section 4.2.1 with respect to such Licensed Product, to develop, manufacture, have manufactured, use, commercialize or import such Licensed Product in the Field in the Territory (i) to its Affiliates (with the right to Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant Subject to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. further sublicense) and (ii) to a Sublicensee without the right to grant further sublicenses. Sanofi and its Affiliates will provide to Rib-X written notice of any agreement with a Sublicensee reflecting each such license or sublicense promptly after the execution thereof. If Sanofi or any of its Affiliates grants such a license or sublicense, all of the relevant terms and conditions of this Agreement will apply Agreement, MBI hereby grants to each such Affiliate or Sublicensee to the same extent as they apply to SanofiChugai, and Sanofi will require each such Affiliate and Sublicensee to agree in writing to the foregoing. Without limiting the foregoing, each sublicense agreement will contain the following provisionsChugai hereby accepts: (i) an obligation exclusive license under the MBI Technology, the MBI Patents and the MBI Improvements to sell and distribute Licensed Products during the Term solely within the Territory and solely for use in the Field; (ii) an exclusive license under the MBI Technology, the MBI Patents and the MBI Improvements to develop or have developed the Licensed Products during the Term solely within the Territory and solely for use in the Field and only to the extent specifically permitted pursuant to Article 3 of this Agreement; and (iii) an exclusive license under the MBI Technology, the MBI Patents and the MBI Improvements to make and have made the Licensed Products during the Term solely within the Territory and solely for use in the Field and only to the extent specifically permitted pursuant to Article 7 of this Agreement. Notwithstanding the foregoing grant to Chugai of exclusive licenses to the MBI Technology, the MBI Patents and the MBI Improvements solely within the Territory and solely for use in the Field, MBI retains and shall have all rights to all applications of the Sublicensee to assign to Sanofi at MBI Technology, the end of MBI Patents and the Research TermMBI Improvements, with both outside the Territory and inside the Territory but outside the Field. Chugai shall have the right to further assign sublicense the rights granted in this Section 2.1 only *** Portions of this page have been omitted pursuant to Rib-X, any Patent Rights Covering a request for Confidential Treatment and filed separately with the composition Commission. to one or more of matter its Affiliates or method of manufacture or use of any Returned CompoundsThird Parties in the Territory, provided such Patent Rights do that Chugai, prior to granting any sublicense (i) gives MBI advance notice of the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. sublicense and obtains MBI's prior written approval of the terms of the sublicense and identity of the sublicensee, which approval shall not also Cover the composition of matter or method of manufacture or use of any other compound; and be unreasonably withheld, (ii) a license grant to Sanofi retains control over that portion of the Chugai Development Program that the Affiliate or Third Party is performing, and (iii) remains responsible for the Affiliate's or the Third Party's compliance with respect to Know-how and Patent Rights Controlled by such Sublicensee, with the right to grant a sublicense to Rib-X, such license from the Sublicensee to be triggered automatically by an obligation of Sanofi to grant a license to Rib-X all obligations under this Agreement. Chugai shall cause each of its Affiliates, but solely sublicensees and distributors to the extent such Know-how and Patent Rights comply with Chugai's obligations under this Agreement. MBI agrees to inform Chugai in writing, within a reasonable time period, of the Sublicensee will fall within development of any MBI Improvements, the Sanofi Know-how issuance of any MBI Patents and Sanofi Patent Rights being the development of any MBI Technology licensed to Rib-X once Sanofi obtains Control from such Sublicensee. Sanofi assumes full responsibility for the performance of all obligations so imposed on each Affiliate and Sublicensee and will itself pay and account Chugai pursuant to Rib-X for all payments due under this Agreement by reason of operation of any such sublicenseSection 2.1(a).

Licensed Products. Except Licensed Products will be owned solely by the Licensee solely within the Licensed Field. Any Improvements and New Inventions will be owned solely by the Licensee and shall be free and clear of any ownership or other rights claimed by Licensor and shall not be part of the Intellectual Property and/or Nanosponge Technology. Furthermore, the Licensee will have the sole right to file any patent, copyright, or other intellectual property rights applications or registrations resulting from any such Improvements or New Inventions anywhere in the world. Notwithstanding, Licensee hereby irrevocably transfers and assigns to Licensor, completely and exclusively, and by virtue of the execution of this Agreement all the Licensees rights, title, and interest, including but not limited to, all intellectual property rights, if any, in and to the Improvements and New Inventions outside the Licensed Field described elsewhere herein. Without limiting the generality of the foregoing, and in the alternative, the Licensor hereby irrevocably transfers and assigns to the Licensee, completely and exclusively, and by virtue of the execution of this Agreement and without any other additional compensation, all of the Licensor’s rights, title, and interest, including, but not limited to, all intellectual property rights, if any, in and to the Improvements and New Inventions within the Licensed Field described elsewhere herein, except as set forth provided in Section 4.3.38.4.1 herein. The Licensor acknowledges and agrees that, Sanofi willas a result of the foregoing provisions of this Section 10, all such Improvements and New Inventions hereby become the exclusive property of the Licensee solely within the Licensed Field described elsewhere herein, and, the Licensee will have the sole right to grant sublicenses under determine the treatment of any Improvements and New Inventions within the Licensed Field, including, without limitation, the rights granted to it under Section 4.2.1 with respect to such Licensed Productkeep Improvements and New Inventions as trade secrets, to developfile and execute patent applications on Improvements and New Inventions, manufactureto use and disclose Improvements and New Inventions without prior patent application, have manufacturedto file registrations for any other intellectual property rights, useand to transfer any intellectual property rights to any party the Licensee so choose, commercialize or import such Licensed Product to follow any other procedure that the Licensee deems appropriate. Notwithstanding anything contained in this Agreement to the Field contrary, nothing in the Territory this Agreement shall preclude Licensee from developing, manufacturing, marketing or distributing devices suitable to (i) to its Affiliates (with the right to Portions of this Exhibitextract hydrocarbons from certain material, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. further sublicense) and (ii) to a Sublicensee without the right to grant further sublicensesgold and other precious metals from sands and other sand-based ore bodies. Sanofi and its Affiliates will provide to Rib-X written notice of any agreement with a Sublicensee reflecting each such license or sublicense promptly after the execution thereof. If Sanofi or any of its Affiliates grants such a license or sublicense, all of the relevant terms and conditions of Notwithstanding anything contained in this Agreement will apply to each such Affiliate or Sublicensee to the same extent as they apply to Sanoficontrary, and Sanofi will require each such Affiliate and Sublicensee to agree nothing in writing to the foregoing. Without limiting the foregoing, each sublicense agreement will contain the following provisions: (i) an obligation of the Sublicensee to assign to Sanofi at the end of the Research Term, with the right to further assign to Rib-X, any Patent Rights Covering the composition of matter or method of manufacture or use of any Returned Compounds, provided such Patent Rights do not also Cover the composition of matter or method of manufacture or use of any other compound; and (ii) a license grant to Sanofi with respect to Know-how and Patent Rights Controlled by such Sublicensee, with the right to grant a sublicense to Rib-X, such license from the Sublicensee to be triggered automatically by an obligation of Sanofi to grant a license to Rib-X under this Agreement, but solely to the extent such Know-how and Patent Rights of the Sublicensee will fall within the Sanofi Know-how and Sanofi Patent Rights being licensed to Rib-X once Sanofi obtains Control from such Sublicensee. Sanofi assumes full responsibility for the performance of all obligations so imposed on each Affiliate and Sublicensee and will itself pay and account to Rib-X for all payments due under this Agreement by reason of operation of any such sublicenseshall preclude Licensor from developing, manufacturing, marketing or distributing devices suitable to applications outside the Licensed Field.