Common use of Novartis Rights Clause in Contracts

Novartis Rights. Subject to the other provisions of this License Agreement, Infinity grants to Novartis and its Affiliates a worldwide, royalty-bearing license, exclusive even as to Infinity (with the right to sublicense) under the Licensed Intellectual Property (including, without limitation, Infinity’s interest in the Collaboration Intellectual Property), to research and have researched, develop and have developed, make and have made, manufacture and have manufactured, use and have used, market and have marketed, distribute and have distributed, sell and have sold, export and import for sale, and have exported or imported for sale, the Optioned Lead Program, Optioned Lead Program Compounds or Licensed Drug Product in the Field. To the extent that Novartis or its Affiliates desires to receive a license from Infinity under relevant Intellectual Property in order to research and have researched, develop and have developed, make and have made, manufacture and have manufactured, use and have used, market and have marketed, distribute and have distributed, sell and have sold, export and import for sale, and have exported or imported for sale any Other Drug Product, then Novartis shall provide Infinity with written notice of the same, and the Parties shall discuss, in good faith, whether and under what terms such a license would be granted. For the avoidance of doubt, the licenses granted to Novartis in this Section 2.1 shall be effective with respect to any other lead program that Novartis may pursue using the Optioned Lead Program, Optioned Lead Program Compounds or Licensed Drug Product. Infinity shall not develop, make, have made, use, market and sell, itself or through a Third Party licensee, for use within the Field, any other Lead Program involving the Optioned Lead Program Compounds and/or Licensed Drug Product.