Licenses by Merck. Merck hereby grants to Ra (a) a royalty-free, fully paid-up, non-exclusive, nontransferable (except in connection with a permitted assignment of this Agreement in accordance with Section 13.9) license in the Territory during the Research Term under the Merck Background IP for the sole and limited purpose of permitting Ra to perform its obligations under the Research Collaboration; and (b) a non-exclusive, royalty-free, nontransferable (except in connection with a permitted assignment of this Agreement in accordance with Section 13.9) license, with the right to grant sublicenses or other rights thereunder only to the extent permitted under this Section 5.3, under improvements to Merck Background IP that are created or conceived solely by or on behalf of Ra or that are created or conceived jointly by or on behalf of the parties, for the sole and limited purpose of permitting Ra to perform its obligations under the Research Collaboration. Ra will have the limited right to grant sublicenses of such license to Ra’s Affiliates or to Third Party subcontractors only if and to the extent necessary for such Affiliates or Third Party subcontractors to perform activities under the Research Operating Plans for and on behalf of Ra in accordance with the terms of Section 2.3. Further, such sublicenses shall be granted without the right to grant further sublicenses or other rights thereunder, and only in compliance with the following:
Licenses by Merck. During the NP201 Research Term, Merck hereby grants to NGM a non-exclusive, royalty-free license, under the Merck IP, solely for NGM to conduct its obligations under the NP201 Research Plan with respect to NP201 Compounds. NGM may grant sublicenses of the license set forth in this Section 3.1.2 to Third Parties who are acting on NGM’s behalf in the conduct of activities under the NP201 Research Plan, without the prior written consent of Merck, but not a single sublicense of the entirety of such license to a single Third Party, which single sublicense would require the prior written consent of Merck, which consent will not be unreasonably withheld, conditioned or delayed; provided, however, that: (i) each such sublicense is in writing and is consistent with the applicable terms of this Agreement; (ii) each such sublicense terminates upon the earlier of the termination of the NP201 Program or termination of this Agreement; and (iii) each sublicense solely permits the use of the sublicensed Merck IP within the scope of the license granted by Merck pursuant to this Section 3.1.2. For the avoidance of doubt: (a) the license set forth in this Section 3.1.2 does not include any right to manufacture or sell products to Third Parties; and (b) NGM may not use the Merck IP as licensed under this Section 3.1.2 other than to perform its responsibilities under the NP201 Research Plan during the NP201 Research Term with respect to NP201 Compounds. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
