Licenses to Array Clause Samples
Licenses to Array. Subject to the terms and conditions of this Agreement, Oncothyreon agrees to grant and hereby grants to Array a license in the Territory, under the Oncothyreon Technology and Oncothyreon’s interest in Joint Technology, to (i) carry out the Array Development Activities, (ii) perform ROW Development, and (iii) make, use, import, offer for sale, sell and otherwise Commercialize (or have any of the foregoing done on its behalf) the Product in the Field. The license granted in clause (i) of the preceding sentence shall be exclusive, it being agreed, however, that Oncothyreon retains the right under the Oncothyreon Technology and Oncothyreon’s interest in Joint Technology to assist Array in accordance with this Agreement to carry out the Array Development Activities; the license granted in clause (ii) of the preceding shall be exclusive, and shall include the right to grant sublicenses, subject to the other terms and conditions of this Agreement, including without limitation Section 8.3 below; and the license granted in clause (iii) of the preceding sentence shall be co-exclusive with Oncothyreon, which means that Array hereby agrees not to exercise such rights or allow the exercise of such rights by others in violation of this Agreement and that Oncothyreon shall have the right to exercise such rights or allow the exercise of such rights by others only as permitted under this Agreement.
Licenses to Array. Subject to the terms and conditions of this Agreement, Amgen agrees to grant and hereby grants to Array a non-exclusive license, under Amgen Technology, Array Technology and Amgen’s interest in Joint Technology solely to conduct the activities assigned to it under the Discovery Plan during the Discovery Program Term and under the Global Development Plan (including the activities described in Section 3.2.1). Array will not have the right to sublicense under the foregoing license except with Amgen’s prior written consent; provided, however, that Array may grant such sublicenses, provided use of the Third Party for such activities has been agreed to by the JRC in the Discovery Plan or by Amgen in the Global Development Plan, at any time (i) to Array Contractors in connection with the Contractors’ performance of subcontracted activities, and (ii) with respect to manufacturing of Compounds and Products reasonably necessary for activities assigned to Array. In addition, subject to the terms and conditions of this Agreement, Amgen agrees to grant and hereby grants to Array a non-exclusive license, under Amgen Technology, Array Technology and Amgen’s interest in Joint Technology solely to conduct the co-promotion responsibilities assigned to it under the Co-Promotion Plan; provided that, this license shall only become effective if Array exercises its Co-Promotion Option and only for so long as it is conducting co-promotion activities pursuant to a Co-Promotion Plan.
Licenses to Array