Common use of Licenses after Expiration of Agreement Clause in Contracts

Licenses after Expiration of Agreement. After expiration of the Term (but not after early termination) with respect to this Agreement in its entirety pursuant to Section 14.1(b), the rights and licenses granted to Celgene hereunder to the Vividion Intellectual Property, Joint Inventions, Joint Patents and Manufacturing Technology to Develop, use, Manufacture, have Manufactured, offer for sale, sell, import and otherwise Commercialize Licensed Products and Companion Diagnostics in the Field worldwide shall convert to irrevocable, non-terminable rights and licenses, with the right to grant sublicenses through multiple tiers; provided, however, that, following such expiration and notwithstanding Section 9.3, (i) Celgene shall be solely responsible for all payments owed to any Third Party licensors and (ii) Celgene shall be responsible for complying with the terms of any license agreements with such Third Party licensors, in each case ((i) and (ii)), solely with respect to Celgene’s exercise of such rights.

Licenses after Expiration of Agreement. After expiration of the Term (but not after early termination) with respect to this Agreement in its entirety pursuant to Section 14.1(b14.1(b)(ii), the Celgene’s rights and licenses granted to Celgene hereunder to under the Vividion Intellectual Property, Vividion Co-Co Collaboration Intellectual Property and Vividion’ rights in the Joint InventionsCo-Co IP to develop, Joint Patents and Manufacturing Technology to Developmanufacture, have manufactured, use, Manufacture, have Manufactured, offer for sale, sell, import and otherwise Commercialize Licensed commercialize Shared Products and Companion Diagnostics in the Field worldwide shall convert to exclusive, irrevocable, non-terminable rights and licenses, with the right to grant sublicenses through multiple tiers; provided, however, that, following such expiration and notwithstanding Section 9.38.5 or Section 9.5, (i) Celgene shall be solely responsible for all payments owed to any Third Party licensors and (ii) Celgene shall be responsible for complying with the terms of any license agreements with such Third Party licensors, in each case case, ((i) and (ii)), solely with respect to Celgene’s exercise of such rights.

Licenses after Expiration of Agreement. After expiration of the Term (but not after early termination) with respect to this Agreement in its entirety pursuant to Section 14.1(b), the Celgene’s rights and licenses granted to Celgene hereunder to the Vividion under Agios’ rights in Agios Intellectual Property, Joint Inventions, Joint Patents and Manufacturing Technology to Developdevelop, manufacture, have manufactured, use, Manufacture, have Manufactured, offer for sale, sell, import and otherwise Commercialize commercialize Licensed Products and Companion Diagnostics in the Field worldwide worldwide, for so long as it continues to do so, shall convert to irrevocable, non-terminable rights and licenses, with the right to grant sublicenses through multiple tierssublicenses; provided, however, provided that, following such expiration and notwithstanding Section 9.39.4(a), (i) Celgene shall be solely responsible for all payments owed to any Third Party licensors and (ii) Celgene shall be responsible for complying with the terms of any license agreements with such Third Party licensors, in each case ((i) and (ii)), solely with respect to Celgene’s exercise of such rights.

Licenses after Expiration of Agreement. After expiration of the Term (but not after early termination) with respect to this Agreement in its entirety pursuant to Section 14.1(b14.1(b)(ii), the Celgene’s rights and licenses granted to Celgene hereunder to under the Vividion Agios Intellectual Property, Agios Co-Co Collaboration Intellectual Property and Agios’ rights in the Joint InventionsCollaboration IP to develop, Joint Patents and Manufacturing Technology to Developmanufacture, have manufactured, use, Manufacture, have Manufactured, offer for sale, sell, import and otherwise Commercialize commercialize Licensed Products and Companion Diagnostics in the Field worldwide worldwide, for so long as it continues to do so, shall convert to irrevocable, non-terminable rights and licenses, with the right to grant sublicenses through multiple tierssublicenses; provided, however, provided that, following such expiration and notwithstanding Section 9.39.6(a), (i) Celgene shall be solely responsible for all payments owed to any Third Party licensors and (ii) Celgene shall be responsible for complying with the terms of any license agreements with such Third Party licensors, in each case case, ((i) and (ii)), solely with respect to Celgene’s exercise of such rights.