Common use of Licenses to BDSI Clause in Contracts

Licenses to BDSI. Collegium hereby grants to BDSI (I) a non-exclusive, royalty-free, fully-paid, transferable, freely sublicensable, worldwide, perpetual, irrevocable license and right of reference, transferable in accordance with Section 14.01, (X) under the Collegium Documentation, Governmental Approvals, Regulatory Filings, and, to the extent contained or referenced in any of the foregoing, Collegium Know-How to (i) make, have made, use, sell, offer for sale, import, research, develop, and commercialize any BEMA-based Products other than BEMA Fentanyl Products and (Y) under the Collegium Product-Specific Improvements (and any directly related Collegium Know-How and Collegium Patents), Collegium Documentation, Governmental Approvals, Regulatory Filings, and, to the extent contained or referenced in any of the foregoing, Collegium Know-How to (1) make, have made, use, import, research, and develop BEMA Fentanyl Products and Demonstration Samples and (2) sell, offer for sale, and otherwise commercialize BEMA Fentanyl Products and Demonstration Samples outside the Territory and, upon termination of this Agreement, inside the Territory, and, subject to the rights granted to Collegium under Section 3.02(a), (II) a royalty-free, fully-paid, transferable, freely sublicensable, worldwide, perpetual, irrevocable, *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. exclusive license, transferable in accordance with Section 14.01, under all Controlled Collegium BEMA Improvements, any Know-How with respect thereto, and/or any Patents Covering such Collegium BEMA Improvements to the extent, in each case, Controlled by Collegium or an Affiliate thereof to make, have made, use, sell, offer for sale, and import any product, method, process, or service. Collegium shall, upon reasonable request of BDSI, promptly provide BDSI with copies of any Collegium Documentation, Collegium Know-How, Collegium Patents, or Patents Covering any Collegium Product-Specific Improvements or Controlled Collegium BEMA Improvements (and any Know-How with respect thereto and/or Patents Covering such Collegium BEMA Improvements) to the extent not previously provided to BDSI and BDSI has been granted rights thereto pursuant to this Agreement.

Licenses to BDSI. Collegium hereby grants to BDSI (I) a non-exclusive, royalty-free, fully-paid, transferable, freely sublicensable, worldwide, perpetual, irrevocable license and right of reference, transferable in accordance with Section 14.01, (X) under the Collegium Documentation, Governmental Approvals, Regulatory Filings, and, to the extent contained or referenced in any of the foregoing, Collegium Know-How to (i) make, have made, use, sell, offer for sale, import, research, develop, and commercialize any BEMA-based Products other than BEMA Fentanyl Products and (Y) under the Collegium Product-Specific Improvements (and any directly related Collegium Know-How and Collegium Patents), Collegium Documentation, Governmental Approvals, Regulatory Filings, and, to the extent contained or referenced in any of the foregoing, Collegium Know-How to (1) make, have made, use, import, research, and develop BEMA Fentanyl Products and Demonstration Samples and (2) sell, offer for sale, and otherwise commercialize BEMA Fentanyl Products and Demonstration Samples outside the Territory and, upon termination of this Agreement, inside the Territory, and, subject to the rights granted to Collegium under Section 3.02(a), (II) a royalty-free, fully-paid, transferable, freely sublicensable, worldwide, perpetual, irrevocable, *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. exclusive license, transferable in accordance with Section 14.01, under all Controlled Collegium BEMA Improvements, any Know-How with respect thereto, and/or any Patents Covering such Collegium BEMA Improvements to the extent, in each case, Controlled by Collegium or an Affiliate thereof to make, have made, use, sell, offer for sale, and import any product, method, process, or service. Collegium shall, upon reasonable request of BDSI, promptly provide BDSI with copies of any Collegium Documentation, Collegium Know-How, Collegium Patents, or Patents Covering any Collegium Product-Specific Improvements or Controlled Collegium BEMA Improvements (and any Know-How with respect thereto and/or Patents Covering such Collegium BEMA Improvements) to the extent not previously provided to BDSI and BDSI has been granted rights thereto pursuant to this Agreement.

Licenses to BDSI. Collegium Purdue hereby grants to BDSI (I) a non-an exclusive, royalty-free, fully-paid, transferable, freely sublicensable, worldwide, perpetual, irrevocable irrevocable, exclusive license and right of reference, transferable with this Agreement in accordance with Section 14.01, (X) under the Collegium DocumentationPurdue Documentation (to the extent Controlled by Purdue or its Affiliates), Governmental Approvals, Regulatory Filings, and, to the extent contained or referenced in any of the foregoing, Collegium Purdue Know-How How, in each case solely to (i) makeextent needed for BDSI, have madeany Affiliate thereof, useany licensee or sublicensee of either of the foregoing, sellor any contractor of any of the foregoing to comply with any applicable law, offer for salerule, importregulation, research, develop, and commercialize or guideline or order or request of any Governmental Authority with respect to any BEMA-based Products other than BEMA Fentanyl Licensed Products and (Y) under the Collegium Product-Specific Purdue Improvements (and any directly related Collegium Purdue Know-How and Collegium Purdue Patents), Collegium DocumentationPurdue’s and its Affiliates’ rights in any Joint Improvements (and any related Purdue Know-How and Purdue Patents), Purdue Documentation (to the extent Controlled by Purdue or its Affiliates), Governmental Approvals, Regulatory Filings, and, to the extent contained or referenced in any of the foregoing, Collegium Purdue Know-How to (1) make, have made, use, import, research, and develop BEMA Fentanyl Licensed Products and Demonstration Samples anywhere in the world and (2) sell, offer for sale, and otherwise commercialize BEMA Fentanyl Licensed Products and Demonstration Samples outside the Territory and, upon expiration or termination of this Agreement, inside the Territory, and, subject to provided that the rights license granted to Collegium under Section 3.02(a), this clause (IIY) a royalty-free, fully-paid, transferable, freely sublicensable, worldwide, perpetual, irrevocable, *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. exclusive license, transferable in accordance with Section 14.01, under all Controlled Collegium BEMA Improvements, any Know-How with respect thereto, and/or any Patents Covering Purdue Improvements directly and solely concerning buprenorphine shall only include rights to such Collegium BEMA Purdue Improvements to the extentextent solely related to Licensed Products, in each case, Controlled by Collegium or an Affiliate thereof to make, have made, use, sell, offer for sale, and import any product, method, processBEMA, or serviceany Licensed Technology. Collegium Purdue shall, upon reasonable request of BDSI, promptly provide BDSI with copies of any Collegium Purdue Documentation, Collegium Purdue Know-How, Collegium Purdue Patents, or other Patents Covering any Collegium Product-Specific Purdue Improvements or Controlled Collegium BEMA Joint Improvements (and any Know-How with respect thereto and/or Patents Covering such Collegium BEMA Improvements) to the extent not prohibited by Applicable Law, not previously provided to BDSI BDSI, and BDSI has been granted rights thereto pursuant to this Agreement.. Confidential Treatment Requested by BioDelivery Sciences International, Inc. Confidential treatment requested with respect to certain portions hereof denoted with “***”

Licenses to BDSI. Collegium Purdue hereby grants to BDSI (I) a non-an exclusive, royalty-free, fully-paid, transferable, freely sublicensable, worldwide, perpetual, irrevocable irrevocable, exclusive license and right of reference, transferable with this Agreement in accordance with Section 14.01, (X) under the Collegium DocumentationPurdue Documentation (to the extent Controlled by Purdue or its Affiliates), Governmental Approvals, Regulatory Filings, and, to the extent contained or referenced in any of the foregoing, Collegium Purdue Know-How How, in each case solely to (i) makeextent needed for BDSI, have madeany Affiliate thereof, useany licensee or sublicensee of either of the foregoing, sellor any contractor of any of the foregoing to comply with any applicable law, offer for salerule, importregulation, research, develop, and commercialize or guideline or order or request of any Governmental Authority with respect to any BEMA-based Products other than BEMA Fentanyl Licensed Products and (Y) under the Collegium Product-Specific Purdue Improvements (and any directly related Collegium Purdue Know-How and Collegium Purdue Patents), Collegium DocumentationPurdue’s and its Affiliates’ rights in any Joint Improvements (and any related Purdue Know-How and Purdue Patents), Purdue Documentation (to the extent Controlled by Purdue or its Affiliates), Governmental Approvals, Regulatory Filings, and, to the extent contained or referenced in any of the foregoing, Collegium Purdue Know-How to (1) make, have made, use, import, research, and develop BEMA Fentanyl Licensed Products and Demonstration Samples anywhere in the world and (2) sell, offer for sale, and otherwise commercialize BEMA Fentanyl Licensed Products and Demonstration Samples outside the Territory and, upon expiration or termination of this Agreement, inside the Territory, and, subject to provided that the rights license granted to Collegium under Section 3.02(a), this clause (IIY) a royalty-free, fully-paid, transferable, freely sublicensable, worldwide, perpetual, irrevocable, *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. exclusive license, transferable in accordance with Section 14.01, under all Controlled Collegium BEMA Improvements, any Know-How with respect thereto, and/or any Patents Covering Purdue Improvements directly and solely concerning buprenorphine shall only include rights to such Collegium BEMA Purdue Improvements to the extentextent solely related to Licensed Products, in each case, Controlled by Collegium or an Affiliate thereof to make, have made, use, sell, offer for sale, and import any product, method, processBEMA, or serviceany Licensed Technology. Collegium Purdue shall, upon reasonable request of BDSI, promptly provide BDSI with copies of any Collegium Purdue Documentation, Collegium Purdue Know-How, Collegium Purdue Patents, or other Patents Covering any Collegium Product-Specific Purdue Improvements or Controlled Collegium BEMA Joint Improvements (and any Know-How with respect thereto and/or Patents Covering such Collegium BEMA Improvements) to the extent not prohibited by Applicable Law, not previously provided to BDSI BDSI, and BDSI has been granted rights thereto pursuant to this Agreement.