Common use of Non-Exclusive Research License Clause in Contracts

Non-Exclusive Research License. Subject to the terms and conditions of this Agreement, during the Term, ImmunoGen hereby grants to Lilly a fully paid-up, non-exclusive, non-transferable (except as expressly permitted in this Agreement), royalty-free, worldwide license, without the right to grant sublicenses (except to Affiliates and Permitted Third Party Service Providers), under the Licensed Intellectual Property for the sole purpose of conducting the Research Program. Lilly shall have the right, without ImmunoGen’s permission or consent but subject to the conditions set forth herein, to engage one or more Affiliates or Third Parties (the latter being referred to herein as “Permitted Third Party Service Providers”) as subcontractors to perform designated functions in connection with the Research Program (including transferring Licensed Technology as may be necessary for such Affiliate or Permitted Third Party Service Provider to perform such designated functions); provided that (a) Lilly shall [***] and (b) Lilly shall [***]. Anything contained in this Agreement to the contrary notwithstanding, Lilly shall have no right under this Agreement to [***], either directly or through a Permitted Third Party Service Provider, [***] for which Lilly [***].

Non-Exclusive Research License. Subject to the terms and conditions of this Agreement, during the Term, ImmunoGen hereby grants to Lilly Novartis a fully paid-up, non-exclusive, non-transferable (except as expressly permitted in this Agreementaccordance with Section 11.8 hereof), royalty-free, worldwide license, without the right to grant sublicenses (except to Affiliates and Permitted Third Party Service Providers), under the Licensed Intellectual Property for the sole purpose of conducting the Research Program. Lilly Novartis shall have the right, without ImmunoGen’s permission or consent but subject to the conditions set forth herein, right to engage one or more Affiliates or Third Parties (the latter being referred to herein as “Permitted Third Party Service Providers”) as subcontractors to perform designated functions in connection with the Research Program (including transferring Licensed Technology Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as may be necessary for such Affiliate or Permitted Third Party Service Provider to perform such designated functions)amended. Program; provided that (a) Lilly Novartis shall [***] and (b) Lilly Novartis shall [***]. Anything contained in this Agreement to the contrary notwithstanding, Lilly Novartis shall have no right under this Agreement to [***], either directly or through a Permitted Third Party Service Provider, [***] for which Lilly Novartis [***].