Common use of Licenses to PDL Clause in Contracts

Licenses to PDL. (a) Subject to the terms and conditions of this Agreement, Biogen Idec and its Affiliates hereby grant to PDL: (i) a worldwide license, under the Biogen Idec Technology and Joint Inventions, to conduct Development of the Collaboration Products in the applicable Field in accordance with the Development Plans (which shall not include any Independent Indications for such Products); (ii) a license, under the Biogen Idec Technology and Joint Inventions, to use, import, offer for sale and sell Collaboration Products in the applicable Field and in the North American Territory and EU Territory in accordance with the Commercialization Plans (which shall not include any Independent Indications for such Products); (iii) a worldwide license, under the Biogen Idec Technology and Joint Inventions, to make and have made Collaboration Products for which PDL is the Manufacturing Party, provided that such manufacture is solely for use in the applicable Field; (iv) a worldwide license, under the Biogen Idec Technology and Joint Inventions, to develop, make, have made, use, have used, import, offer for sale and sell, in the applicable Field, Independent Products for which PDL is the Independent Development Party; (v) a worldwide license, under the Biogen Idec Technology and Joint Inventions, to develop, use, have used, import, offer for sale and sell, in the applicable Field and in the Independent Indications, those Collaboration Products for which PDL is the Independent Development Party with respect to such Indications; and (vi) a license, under the Biogen Idec Technology and Joint Inventions, to use, have used, import, offer for sale and sell, in the applicable Field and in the ROW Territory Royalty Products, if the right to Develop and Commercialize any Royalty Product in the ROW Territory revert to PDL. (b) The licenses set forth in Sections 11.2(a)(i), (ii) and (iii) shall be exclusive in the Field (except as to Biogen Idec) for all Biogen Idec Technology and with respect to Biogen Idec’s interest in the Joint Inventions. The licenses set forth in Section 11.2(a)(iv)-(vi) shall be exclusive (even as to Biogen Idec) for all Biogen Idec Technology and with respect to Biogen Idec’s interest in the Joint Inventions. (c) The licenses set forth in Section 11.2(b) may only be sublicensed to PDL Affiliates and permitted Third Parties.

Licenses to PDL. (aA) RESEARCH. Subject to the terms and conditions of this Agreement, Biogen Idec EXEL hereby grants PDL a non-exclusive, worldwide, non-transferable, royalty-free license for internal use under the EXEL Patents, EXEL Know-How and its Affiliates hereby grant EXEL's interest in the Joint Patents to PDL: the extent necessary (i) to permit PDL to conduct its obligations under Article 4 and (ii) to use and characterize Targets, including, without limitation, the Overlap Targets. The license set forth above includes the right to sublicense, subject to Sections 4.7 and 5.5. (B) PRE-OPT-IN PRODUCTS AND PDL PRODUCTS. Subject to the terms of this Agreement, EXEL hereby grants PDL a worldwide worldwide, exclusive license, including the right to sublicense, under the Biogen Idec Technology EXEL Patents, EXEL Know-How and Joint Inventions, to conduct Development of the Collaboration Products EXEL's interest in the applicable Field in accordance with Joint Patents (i) to use the Development Plans (which shall not include any Independent Indications Targets [ * ] for such Products); the purpose of creating, developing and marketing antibodies for commercial purposes, (ii) a license, under the Biogen Idec Technology to use Antibody Target Candidates and Joint Inventions, Antibody Targets to use, import, offer for sale and sell Collaboration Products in the applicable Field and in the North American Territory and EU Territory in accordance with the Commercialization Plans (which shall not include any Independent Indications for such Products); (iii) a worldwide license, under the Biogen Idec Technology and Joint Inventions, to make and have made Collaboration Products for which PDL is the Manufacturing Party, provided that such manufacture is solely for use in the applicable Field; (iv) a worldwide license, under the Biogen Idec Technology and Joint Inventions, to develop, make, have made, use, have useddevelop and test Antibodies, import, offer for sale and sell, in the applicable Field, Independent Products for which PDL is the Independent Development Party; (v) a worldwide license, under the Biogen Idec Technology and Joint Inventions, to develop, use, have used, import, offer for sale and sell, in the applicable Field and in the Independent Indications, those Collaboration Products for which PDL is the Independent Development Party with respect to such Indications; and (vi) a license, under the Biogen Idec Technology and Joint Inventions, to use, have used, import, offer for sale and sell, in the applicable Field and in the ROW Territory Royalty Products, if the right to Develop and Commercialize any Royalty Product in the ROW Territory revert to PDL. (b) The licenses set forth in Sections 11.2(a)(i), (ii) and (iii) to make, have made, use, develop, test, sell, offer to sell, have sold and import Pre-Opt-In Products and PDL Products. Such license shall include all human prophylactic and therapeutic indications for Pre-Opt-In Products and PDL Products and shall be milestone and royalty-bearing as set forth in Article 9. The exclusivity of the license set forth in 8.1(b) is subject to EXEL's retained rights under Sections 8.2 (a) and 8.5. (C) CO-FUNDED PRODUCTS. Subject to the terms of this Agreement, EXEL hereby grants PDL a worldwide, co-exclusive in license (with EXEL), including the Field (except as right to Biogen Idec) for all Biogen Idec Technology sublicense, under the EXEL Patents, EXEL Know-How and with respect to Biogen Idec’s EXEL's interest in the Joint InventionsPatents to make, have made, use, develop, test, sell, offer to sell, have sold and import Co-Funded Products. The licenses Such license shall include all human prophylactic and therapeutic indications and shall involve profit-sharing with respect to any such Product in lieu of royalties and milestones as set forth in Section 11.2(a)(iv)-(vi) shall be exclusive (even as to Biogen Idec) for all Biogen Idec Technology and with respect to Biogen Idec’s interest in the Joint InventionsArticle 9. (c) The licenses set forth in Section 11.2(b) may only be sublicensed to PDL Affiliates and permitted Third Parties.