Licenses to BMS. Subject to the terms of this Agreement:
Licenses to BMS. (a) The licenses granted by BN to BMS under this Section 4.1, and the other rights and licenses under this Article 4, shall only become effective upon the License Effective Date.
(b) Subject to the terms and conditions of this Agreement and the applicable terms of the Existing Product Agreements, BN hereby grants to BMS an exclusive (even as to BN and its Affiliates) license, with the right to grant sublicenses as provided in Section 4.2, under BN’s and its Affiliates’ rights in BN Technology, to research, Develop, have Developed, use, sell, offer for sale, import, export and otherwise exploit (including the exclusive right to Commercialize and have Commercialized), and transfer physical possession of or title in, Products in the Field in the Territory; provided that such license shall not include rights to practice any claim of any of the BN Patents to the extent such claim is directed to the composition or formulation of any active ingredient other than PROSTVAC or methods of use of any active ingredient other than in combination with PROSTVAC. For the avoidance of doubt, such license shall include rights under Patent claims Covering PROSTVAC in combination with one or more other active ingredients (whether such claims Cover compositions of matter, methods of use or methods of manufacturing said combinations) but such license shall not include the right to manufacture, use, sell or dispose of any such other active ingredients separately from such combination. For clarity, if BN Controls only non-exclusive rights to any BN Technology, BMS shall have an exclusive license as to Products in the Field in the Territory under BN’s non-exclusive rights to such BN Technology.
(c) Subject to the terms and conditions of this Agreement, BN hereby grants to BMS a non-exclusive license, with the right to grant sublicenses as provided in Section 4.2, under BN Diagnostic Technology to research, Develop, have Developed, manufacture, use, sell, offer for sale, import, export and otherwise exploit (including the right to Commercialize and have Commercialized) Companion Diagnostics in the Territory. This license shall not be exercised for the Commercialization of Companion Diagnostics by BMS itself unless and until the Parties have agreed on the financial terms thereof in accordance with Section 10.5, but it shall be entitled to grant sublicenses to Third Parties for such Commercialization (in addition to the other rights pursuant to this Section 4.1(c)) subject to Section ...
Licenses to BMS. Subject to the terms and conditions of this Agreement:
(a) Development and Commercialization under PDL Licensed Patents and PDL Licensed Know-How.
(i) PDL hereby grants to BMS a revenue-bearing license under the PDL Licensed Patents and the PDL Licensed Know-How to (1) Develop Licensed Antibodies and Products in the U.S., (2) Manufacture and use Licensed Antibodies and Products in the U.S. solely for Development purposes, (3) Commercialize, sell, offer for sale and import Products in the U.S. and (4) Manufacture and use Products in the U.S. solely for Commercialization purposes. The licenses set forth in subparts (1) and (2) above shall be co-exclusive and the licenses set forth in subparts (3) and (4) above shall be exclusive.
(ii) PDL hereby grants to BMS a royalty-bearing license under the PDL Licensed Patents and the PDL Licensed Know-How to (1) Develop Licensed Antibodies and Products in the Royalty Territory, (2) Manufacture and use Licensed Antibodies and Products in the Royalty Territory solely for Development purposes, (3) Commercialize, sell, offer for sale and import Products in the Royalty Territory and (4) Manufacture and use Products in the Royalty Territory solely for Commercialization purposes. The licenses set forth in subparts (1) and (2) above shall be co-exclusive and the licenses set forth in subparts (3) and (4) above shall be exclusive.
Licenses to BMS. Subject to the terms of this Agreement:
(a) Clinical Development and Commercialization.
(i) Exelixis hereby grants to BMS a co-exclusive, revenue-bearing license under the Exelixis Licensed Patents and the Exelixis Licensed Know-How to clinically develop, make, have made, use, sell, offer for sale and import Co-Developed Products in the U.S.
(ii) Exelixis hereby grants to BMS an exclusive (subject to Exelixis’ right to conduct Exelixis Clinical Trials and work under the Backup Programs pursuant to this Agreement), royalty-bearing license under the Exelixis Licensed Patents and the Exelixis Licensed Know-How to clinically develop, make, have made, use, sell, offer for sale and import: (A) Royalty-Bearing Products in the U.S.; and (B) Products in the Royalty Territory. [ * ] = 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 24b-2 of the Securities Exchange Act of 1934, as amended.
(iii) The licenses granted to BMS in Sections 7.1(a)(i) and (ii) under the Existing Exelixis Patents shall [ * ]. As a result, in Exelixis’ conduct of the Backup Program for XL184 pursuant to Section 2.12(b), Exelixis shall [ * ]. In addition, if BMS conducts the Program Backup with respect to XL184 pursuant to Section 2.12(c), BMS shall [ * ], and Exelixis shall determine in good faith [ * ]. If Exelixis determines that [ * ], then the Parties shall [ * ]. Furthermore, Exelixis shall (subject to its [ * ] obligations [ * ]) use commercially reasonable efforts to [ * ].
(b) Co-Branding.
Licenses to BMS. Subject to the terms of this Agreement:
(a) Collaborative Research Period (Non-Sublicensable to Non-Affiliates). During the Collaborative Research Period, Exelixis hereby grants to BMS a co-exclusive, worldwide, royalty-free license (with the right to sublicense to its Affiliates, but without the right to sublicense to Third Parties except with prior written consent of Exelixis), under the Exelixis Licensed Know-How and the Exelixis Licensed Patents, solely to perform, or have performed pursuant to Section 3.10, the research tasks assigned to BMS pursuant to the Research Plan. [ * ] = 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 24b-2 of the Securities Exchange Act of 1934, as amended.
(b) BMS Independent Program (Sublicensable to Non-Affiliates). During the period beginning with the end of the Collaborative Research Period and ending on the expiration or earlier termination of this Agreement, Exelixis hereby grants to BMS, an exclusive, worldwide, royalty-free license (with the right to sublicense to its Affiliates, Third Party contract research providers and manufacturers, and bona fide collaborators), under the Exelixis Licensed Know-How and the Exelixis Licensed Patents, to make, have made, import and use for Research any: (i) Licensed Compounds (subject to Section 3.7) that have achieved a [ * ] by the end of the Collaborative Research Period; (ii) Licensed Compounds (subject to Section 3.7) that have achieved a [ * ] by the end of the Collaborative Research Period; (iii) Licensed Compounds (subject to Section 3.7) that have achieved the [ * ] described in the Research Plan by the end of the Collaborative Research Period; and (iv) [ * ] the Licensed Compounds [ * ] in [ * ], including [ * ] that is created under [ * ] for [ * ].
Licenses to BMS. (a) Exscientia hereby grants to BMS an exclusive (even as to Exscientia, except as provided in Section 7.3), worldwide, royalty-bearing license, with the right to grant sublicenses through multiple tiers, as provided in Section 7.2, under the Exscientia Licensed IP to discover, research, Develop, make, have made, use, Commercialize, sell, offer for sale, export and import Target Compounds, Licensed Compounds and Licensed Products and Diagnostics for any of the foregoing in the Territory.
(b) Without limiting the license granted by Exscientia to BMS under Section 7.1(a), to the extent Exscientia makes any Exscientia Platform Technology available directly to BMS for any purpose under the Research Program, Exscientia hereby grants to BMS a non- exclusive, worldwide, non-sublicensable, royalty-free license under that Exscientia Platform IP to use the Exscientia Platform Technology provided by Exscientia directly to BMS solely for the purposes for which that Exscientia Platform Technology is provided by Exscientia directly to BMS. Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
(c) Without limiting the licenses granted by Exscientia to BMS under Section 7.1(a) and (b), Exscientia hereby further grants to BMS a non-exclusive, worldwide, royalty-free license, with the right to grant sublicenses through multiple tiers as provided in Section 7.2, under the Exscientia Licensed IP to make any starting materials and intermediates for Target Compounds, Licensed Compounds and Licensed Products and Diagnostics for any of the foregoing.
(d) Without limiting the licenses granted by Exscientia to BMS under Section 7.1(a), (b) and (c), Exscientia hereby further grants to BMS the worldwide, royalty-free right to use Licensed Compounds and any Exscientia Licensed IP for non-clinical research purposes in support of BMS research programs relating to the biology and/or the chemistry of Collaboration Targets. In the exercise of such right, BMS shall have the right to transfer Licensed Compounds and any Exscientia Licensed IP to a Third Party academic or other non-profit research institution collaborator (any such Third Party being a “Collaborator”), provided that:
(i) any such Collaborator shall be bound by obligations with respect to the use and disclosure of Exscientia Confidential Information to the same extent applicabl...
Licenses to BMS. HTG hereby grants to BMS a nonexclusive, royalty-free, sublicenseable only to a Designated Contractor (defined below), license to use HTG Technology, HTG Technology Improvements, and Resulting Patents solely owned by HTG only for purposes of completion of HTG’s obligations and activities under the Statement of Work No. 2 in the event of a Project Delay as provided in Section 3.7 (“Project Delay License”). Any Project Delay License shall expire upon the earlier of (i) HTG fully resuming its obligations and activities under Statement of Work No. 2, or (ii) expiration or earlier termination of Statement of Work No.
Licenses to BMS. (a) Subject to the terms and conditions of this Agreement, during the Term with respect to each Designated Target and, during the Substitution Period with respect to each Reserved Target for so long as such Reserved Target is a Collaboration Target, Schrödinger hereby grants to BMS an exclusive (even as to Schrödinger) license, with the right to grant sublicenses through multiple tiers of Sublicensees as provided in Section 7.2, under the Schrödinger Technology and Product Specific Patents, to clinically Develop, Manufacture, have Manufactured, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) and otherwise Exploit Licensed Compounds and Licensed Products for such Designated Target or Collaboration Target (as applicable) in the Field in the Territory. BMS’ rights under this Section 7.1 include the right to modify, enhance or improve Licensed Collaboration Compounds or Licensed Collaboration Products for a given Designated Target, provided that any such modifications, enhancements or improvements will be classified as Licensed Collaboration Compounds or Licensed Collaboration Products for such Designated Target and subject to the terms and conditions of this Agreement.
(b) [***].
Licenses to BMS. (a) On a Primary Campaign-by-Primary Campaign basis, during the Option Term for such Primary Campaign, subject to the terms and conditions of this Agreement, Repare hereby grants BMS a non-exclusive, worldwide, right and license, with the right to grant sublicenses as set forth in Section 6.2, under Repare’s rights in the Repare Intellectual Property and Collaboration Intellectual Property solely to evaluate the Final Data Package for such Primary Campaign in order to determine whether to exercise BMS’s Option with respect to such Primary Campaign.
(b) On an Unblinded Undruggable Target-by-Unblinded Undruggable Target basis, during the Option Term for such Unblinded Undruggable Target, subject to the terms and conditions of this Agreement, Repare hereby grants BMS a non-exclusive, worldwide, right and license, with the right to grant sublicenses as set forth in Section 6.2, under Repare’s rights in the Repare Intellectual Property and Collaboration Intellectual Property solely to evaluate the Undruggable Target Data Package for such Unblinded Undruggable Target in order to determine whether to exercise BMS’s Option with respect to such Unblinded Undruggable Target.
(c) On a Collaboration Campaign-by-Collaboration Campaign basis, commencing on the date that BMS exercises its Option with respect to such Collaboration Campaign, subject to the terms and conditions of this Agreement, Repare hereby grants to BMS an exclusive (even as to Repare and its Affiliates) right and license in the Licensed Field in the Territory, with the right to grant sublicenses as set forth in Section 6.2, under Repare’s rights in the Repare Intellectual Property and Collaboration Intellectual Property (and, with respect to Section 6.1.2(c)(iii), the Subject Patents) to:
(i) during the Primary Target Period for such Collaboration Campaign, conduct Chemistry with respect to the applicable Primary Target in accordance with Section 2.8;
(ii) during the Additional Target Period for such Collaboration Campaign, conduct Chemistry with respect to each applicable Additional Target in accordance with Section 2.8; and
(iii) Develop (including any Regulatory Interactions), Manufacture, Commercialize and otherwise exploit Resulting Compounds and Products that are Directed to the applicable Collaboration Targets in accordance with the terms of this Agreement. Table of Contents
(d) On a Collaboration Undruggable Target-by-Collaboration Undruggable Target basis, commencing on the date that BMS exerc...
Licenses to BMS
