Common use of Licenses to BMS Clause in Contracts

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 4.2. (d) Subject to the terms and conditions of this Agreement and the applicable terms of the Existing Product Agreements, BN hereby grants to BMS a non-exclusive license, with the right to grant sublicenses (to its Affiliates and, subject to BN’s prior written consent, not to be unreasonably withheld or delayed, to any Third Party), under BN Technology to manufacture Products in the Field in the Territory in accordance with the Supply Agreement. (e) All the rights granted in this Agreement shall be subject to the rights of PHS and the NIH under the provisions of the PHS License Agreement and the NIH CRADA, respectively, and such rights of PHS and the NIH shall be binding upon BMS and each Sublicensee of rights arising under the PHS License Agreement and the NIH CRADA. (f) The obligations of BN to PHS and the NIH under the provisions of the PHS License Agreement, and, if applicable, under any license granted in accordance with the NIH CRADA, that are set forth on Exhibit C shall, to the extent applicable, be binding upon BMS and each Sublicensee of rights arising under the PHS License Agreement and any license granted in accordance with the NIH CRADA as if BMS or such Sublicensee were a party to the PHS License Agreement and the applicable license granted in accordance with the NIH CRADA, in each case as such obligations may be modified by amendments to such agreements as to which BMS provided its written consent and in each case subject to BN performing all such obligations to PHS and NIH that are applicable to BN (for example, and without limitation, such obligations relating to supply). BMS agrees to cause copies of such provisions to be attached to all agreements entered into by BMS that grant a sublicense of any rights arising under the PHS License Agreement and, if applicable, any license granted in accordance with the NIH CRADA. Following the execution of any license granted in accordance with the NIH CRADA, the Parties shall amend Exhibit C to reflect the provisions of such license that BN is obligated to attach hereto to the extent such provisions differ from those set forth on Exhibit C as of the Effective Date.

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 AlderHoldings hereby grants to BMS a non-exclusive BMS: (i) an [***] license, with the right to grant sublicenses as provided in accordance with Section 4.27.5, under BN Diagnostic the Alder Technology to research, develop, make, [***] use, sell, offer for sale, export and import (including without limitation the [***] right to Develop and Commercialize) Licensed Products for the Licensed Field in the Licensed Territory; (ii) an [***] license, with the right to grant sublicenses in accordance with Section 7.5, under the Alder Technology to develop, make [***] use, sell to its Affiliates and Sublicensees, offer for sale to its Affiliates and Sublicensees, export and import Licensed Compounds (other than any Selected Cancer Backup Compounds) for use in Licensed Products for the Licensed Field in the Licensed Territory; and (iii) an [***] license, with the right to grant sublicenses in accordance with Section 7.5, under the Alder Mab Xpress® Technology, to use the Alder Materials to make [***] ALD518 and Selected LF Backup Compounds for use in Licensed Products for the Licensed Field in the Licensed Territory and to use, sell, offer for sale, export and import such Licensed Products in the Licensed Field in the Licensed Territory. For clarity, no rights or licenses are granted to BMS under this Section 7.4 or otherwise under this Agreement to use the Alder ABS Technology for any purpose. For avoidance of doubt [***] licenses granted to BMS under this Section 7.4 [***]. For the further avoidance of doubt, notwithstanding the inclusion of Combination Products in the scope of Licensed Products, the licenses granted to BMS under this Section 7.4 shall not include any rights for BMS to research, Develop, make, have Developed, manufacturemade, use, sell, offer for sale, import, export and otherwise exploit Commercialize or import any proprietary compound of Alder (including any proprietary compound which Alder licenses to a Third Party) that is not a Licensed Compound or that is a Selected Cancer Backup Compound. The licenses granted to BMS under this Section 7.4 include a license to BMS to prosecute, maintain, defend and enforce the Alder Patents solely as set forth in Article 9. For clarity but without limiting Section 9.4, BMS does not have any right to Commercialize prosecute, maintain, defend and enforce any claims in a Patent that claims the Alder Background Technology nor does it have Commercializedany right to take any action (including without limitation the filing of any claim or suit) 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 respect 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 4.2. (d) Subject to the terms and conditions of this Agreement and the applicable terms any misappropriation of the Existing Product AgreementsAlder Background Technology. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, BN hereby grants to BMS a non-exclusive licenseMARKED BY BRACKETS, with the right to grant sublicenses (to its Affiliates andIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, subject to BN’s prior written consent, not to be unreasonably withheld or delayed, to any Third Party), under BN Technology to manufacture Products in the Field in the Territory in accordance with the Supply AgreementAS AMENDED. (e) All the rights granted in this Agreement shall be subject to the rights of PHS and the NIH under the provisions of the PHS License Agreement and the NIH CRADA, respectively, and such rights of PHS and the NIH shall be binding upon BMS and each Sublicensee of rights arising under the PHS License Agreement and the NIH CRADA. (f) The obligations of BN to PHS and the NIH under the provisions of the PHS License Agreement, and, if applicable, under any license granted in accordance with the NIH CRADA, that are set forth on Exhibit C shall, to the extent applicable, be binding upon BMS and each Sublicensee of rights arising under the PHS License Agreement and any license granted in accordance with the NIH CRADA as if BMS or such Sublicensee were a party to the PHS License Agreement and the applicable license granted in accordance with the NIH CRADA, in each case as such obligations may be modified by amendments to such agreements as to which BMS provided its written consent and in each case subject to BN performing all such obligations to PHS and NIH that are applicable to BN (for example, and without limitation, such obligations relating to supply). BMS agrees to cause copies of such provisions to be attached to all agreements entered into by BMS that grant a sublicense of any rights arising under the PHS License Agreement and, if applicable, any license granted in accordance with the NIH CRADA. Following the execution of any license granted in accordance with the NIH CRADA, the Parties shall amend Exhibit C to reflect the provisions of such license that BN is obligated to attach hereto to the extent such provisions differ from those set forth on Exhibit C as of the Effective Date.