Common use of LICENSES AND OPTION RIGHTS Clause in Contracts

LICENSES AND OPTION RIGHTS. Subject to the terms and conditions of this Agreement, Signal hereby grants to Organon a world-wide non-exclusive license, during the Research Term only under the Signal Technology within the Target Research Field to conduct research in accordance with the Research Plan. Subject to the terms of this Agreement, Signal hereby grants to Organon a world-wide exclusive license, for the period following the end of the Research Term until this Agreement expires or is terminated, to use the Signal Compounds and under the Research Assay Patents, Gene/gen product Patents and Compound Patents to research, develop, make, have made, use and sell Organon Products; provided, however, that any compound from any source that is useful for the [***] shall be specifically excluded from the scope of the foregoing license. If, however, a compound has been selected in the Target Research Field that potentially is useful for the [***], the parties shall negotiate in good faith, together with any of Signal's licensee(s) in such field, a possible extension of the foregoing license with regard to such compound. Subject to the terms of this Agreement, Signal hereby grants to Organon a world-wide non-exclusive license, for the period following the end of the Research Term until this Agreement expires or is terminated, to use the Signal Technology and Signal Technology Patents for any purpose in the Target Research Field. Organon shall have the right to grant sublicenses under its exclusive license rights, with the prior written consent of Signal, not to be unreasonably withheld; provided that such consent shall not be required for sublicenses to Organon's Affiliates.

LICENSES AND OPTION RIGHTS. 3.4.1. Subject to the terms and conditions of this Agreement, Signal hereby grants to Organon a world-wide worldwide, non-exclusive license, during the Research Term only only, under the Signal Technology within the Target Research Field to conduct research in accordance with the Research Plan. 3.4.2. Subject to the terms and conditions of this Agreement, Signal hereby grants to Organon a worldwide, exclusive (except as to Signal) license to use any cell lines which are developed in the conduct of the Target Research (whether solely by Signal or jointly by the parties) for Organon's internal research purposes during the term of this Agreement. Notwithstanding any other provision of this Agreement, Organon shall not have the right to sublicense the rights granted under this Section 3.4.2 to any third party without the prior written consent of Signal, which consent may be given or withheld in Signal's sole discretion; provided, however, that Organon may, without Signal's prior written consent, sublicense such rights to an Affiliate of Organon that is controlled by Organon. The parties hereby acknowledge that Signal retains the right to use the cell lines licensed hereunder for any purpose. 3.4.3. Subject to the terms of this Agreement, Signal hereby grants to Organon a world-wide worldwide, exclusive license, for the period following the end of the Research Term until this Agreement expires or is terminated, to use the Signal Compounds and under the Research Assay Patents, Gene/gen product Patents and Compound Patents to research, develop, make, have made, use and sell Organon Products; provided, however, that any compound from any source that is useful for the [***] shall be specifically excluded from the scope of the foregoing license. If, however, a compound has been selected in the Target Research Field that potentially is useful for the [***], the parties shall negotiate in good faith, together with any of Signal's licensee(s) in such field, a possible extension of the foregoing license with regard to such compound. Subject to the terms of this Agreement, Signal hereby grants to Organon a world-wide non-exclusive license, for the period following the end of the Research Term until this Agreement expires or is terminated, to use the Signal Technology and Signal Technology Patents for any purpose in the Target Research Field. Organon shall have the right to grant sublicenses under its exclusive license rights, with the prior written consent of Signal, not to be unreasonably withheld; provided that such consent shall not be required for sublicenses to Organon's Affiliates.from