Common use of Licenses from Takeda to Licensee Clause in Contracts

Licenses from Takeda to Licensee. Subject to the terms and conditions of this Agreement, Takeda on behalf of itself and its Affiliates hereby grants to Licensee (a) an exclusive (even as to Takeda and its Affiliates), nontransferable (except as provided in Section 16.4) license, with the right to grant sublicenses solely in accordance with Section 4.3, under the Takeda Intellectual Property (excluding the Takeda General Patents) and Takeda’s rights to the Joint Intellectual Property, to Commercialize Products in the Field in the Territory, (b) a non-exclusive, nontransferable (except as provided in Section 16.4) license, with the right to grant sublicenses solely in accordance with Section 4.3, under the Takeda General Patents to Commercialize Products in the Field in the Territory, (c) a non-exclusive, nontransferable (except as provided in Section 16.4) license, with the right to grant sublicenses solely in accordance with Section 4.3, under the Takeda Intellectual Property, and Takeda’s rights to the Joint Intellectual Property, to Develop anywhere in the world (subject to Takeda’s prior written consent, not to be unreasonably withheld, conditioned or delayed, with respect to any Clinical Trials outside of the Territory) and Manufacture Compounds and Products, in each case, solely for the Commercialization of Products in the Field in the Territory, and (d) in the case where the Product contains vonoprazan fumarate as the sole active ingredient, an exclusive nontransferable (except as provided in Section 16.4) license, with the right to grant sublicenses solely in accordance with Section 4.3 to use the Takeda Product Trademarks in connection with the Commercialization of a Product in the Field in the Territory. Notwithstanding any language to the contrary in this Agreement, including the previous sentence, (i) except for the Permitted Product Formulations, Licensee shall not have the right to Develop, Manufacture or Commercialize any other Product formulation, (ii) except for the Permitted Trials and Studies, Licensee shall not have the right to perform any other Clinical Trials or Product related studies, and (iii) Takeda and its Affiliates and sublicensee shall have the right to use the Takeda Product Trademarks in the Territory for any purpose directly or indirectly related to Exploitation of Products outside of the Territory, including the following uses in the Territory (a) manufacturing branded primary or secondary packaging, (b) packaging products in labeled packs, (c) conducting Clinical Trials, (d) issuing press releases, (e) conferences, and (f) intercompany license agreements. Licensee shall have the right to Manufacture Compound and Product anywhere in the world solely for the Commercialization of Product in the Field in the Territory, however, Takeda shall have the right to approve any Third Party Manufacturer of the Compound active pharmaceutical ingredient, bulk drug Product or finished drug Product. Takeda’s approval of any such Third Party Manufacturer shall not be unreasonably withheld, conditioned or delayed, but may be contingent on Takeda’s approval, not to be unreasonably withheld, conditioned or delayed, of an appropriate quality agreement with such Third Party Manufacturer. Notwithstanding any language to the contrary, Takeda retains (x) the right to Develop and Manufacture Compound and Product anywhere in the world, including inside the Territory, (subject to Licensee’s prior written consent, not to be unreasonably withheld, conditioned or delayed, with respect to any Clinical Trials in the Territory and which is hereby given with respect to the Designated Clinical Trial, (y) the exclusive right to Commercialize the Compound and Product outside of the Territory, and (z) the exclusive right to Commercialize the Compound and Product outside of the Field.

Licenses from Takeda to Licensee. Subject to the terms and conditions of this AgreementAgreement and subject to any U.S. Government Rights, Takeda on behalf of itself and its Affiliates hereby grants to Licensee (a) an exclusive (even as to Takeda and its Affiliates), nontransferable (except as provided in Section 16.4) ), royalty-bearing license, with the right to grant sublicenses solely in accordance with Section 4.3, under the Takeda Intellectual Property (excluding the Takeda General Patents) and Takeda’s rights to the Joint Intellectual Property, solely to Commercialize Products in the Field in the Territory, (b) a non-exclusive, nontransferable (except as provided in Section 16.4) license, with the right to grant sublicenses solely in accordance with Section 4.3, under the Takeda General Patents to Commercialize Products in the Field in the Territory, (c) a non-exclusive, nontransferable (except as provided in Section 16.4) license, with the right to grant sublicenses solely in accordance with Section 4.3, under the Takeda Intellectual Property, Property and Takeda’s rights to the Joint Intellectual Property, to Develop Compounds and Products anywhere in the world (subject to Takeda’s prior written consent, not to be unreasonably withheld, conditioned or delayed, with respect to any Clinical Trials outside of the Territory, which Takeda hereby grants with respect to the Licensee Japan Development Activities) and Manufacture Compounds and ProductsProducts anywhere in the world, in each case, solely (i) for the Commercialization Exploitation of Compounds and Products in the Field in the Territory, (ii) to perform the Licensee Japan Development Activities, or (iii) to supply Product to Takeda pursuant to any Clinical Supply Agreement or Commercial Supply Agreement, and (dc) in the case where the Product contains vonoprazan fumarate as the sole active ingredienta worldwide, an exclusive nontransferable non-exclusive, fully paid-up, royalty-free, non-transferable (except as provided in Section 16.4) license, with the right to grant sublicenses solely in accordance with Section 4.3 to use the Takeda Product Trademarks in connection with the Commercialization of a Product in the Field in the Territory. Notwithstanding any language sublicense through multiple tiers, under Takeda’s rights to the contrary in this AgreementJoint Intellectual Property, to Exploit compounds (other than the Compound) and products (other than the Product and other norovirus vaccines, including the previous sentence, (i) except for the Permitted Product Formulations, Licensee shall not have the right to Develop, Manufacture or Commercialize any other Product formulation, (ii) except for the Permitted Trials and Studies, Licensee shall not have the right to perform any other Clinical Trials or Product related studies, and (iii) Takeda and its Affiliates and sublicensee shall have the right to use the Takeda Product Trademarks in the Territory for any purpose directly or indirectly related to Exploitation of Products outside of the Territory, including the following uses in the Territory (a) manufacturing branded primary or secondary packaging, (b) packaging products in labeled packs, (c) conducting Clinical Trials, (d) issuing press releases, (e) conferences, and (f) intercompany license agreements. Licensee shall have the right to Manufacture Compound and Product anywhere in the world solely for the Commercialization of Product in the Field in the Territory, however, Takeda shall have the right to approve any Third Party Manufacturer of the Compound active pharmaceutical ingredient, bulk drug Product or finished drug Product. Takeda’s approval of any such Third Party Manufacturer shall not be unreasonably withheld, conditioned or delayed, but may be contingent on Takeda’s approval, not to be unreasonably withheld, conditioned or delayed, of an appropriate quality agreement with such Third Party ManufacturerCompeting Products). Notwithstanding any language to the contrary, Takeda retains (x) the right to Develop and Manufacture Compound and Product anywhere in the world, including inside the Territory, Territory (subject to Licensee’s prior written consent, not to be unreasonably withheld, conditioned or delayed, with respect to any Clinical Trials in the Territory and which is hereby given with respect to the Designated Clinical TrialTerritory), (y) the exclusive right to Commercialize the Compound and Product outside of the Territory, and (z) the exclusive right to Commercialize the Compound and Product outside of the Field. Except to the extent prohibited or required by Applicable Law, the Licensee shall be responsible, [***], for all recordals of the licenses granted to it under this Agreement, including all filing and other actions required to make such recordals, [***].