Common use of Product License Clause in Contracts

Product License. Subject to the terms and conditions of this Agreement, Gilead hereby grants to Licensee the following licenses: (a) a royalty-bearing, non-exclusive, non-sublicensable (except as set forth in Section 2.4(b)), non-transferable license under the Licensed Technology solely to make, use, sell, have sold, offer for sale, export from India and import (i) TDF Product and TDF Combination Products in the Field in the TDF Territory, (ii) COBI Product and COBI Combination Products in the Field in the COBI Territory, and (iii) EVG Product, EVG Combination Products and Quad in the Field in the EVG-Quad Territory; provided that in each case such Products shall be made only from Licensed API; and (b) a royalty-bearing, semi-exclusive (as set forth in Section 2.6), non-sublicensable (except as set forth in Section 2.4(b)), non-transferable license under the Licensed Technology solely to make, use, sell, have sold, offer for sale, export from India and import COBI Product, COBI Combination Products, EVG Product, EVG Combination Products and Quad in the Field in the Semi-Exclusive Territory; provided that in each case such Products shall be made only from Licensed API. For clarity, (a) the licenses granted in this Section 2.2 do not include, expressly or by implication, a license under any Gilead intellectual property right to manufacture, sell or distribute any product containing active pharmaceutical ingredients owned or controlled by Gilead other than Products containing TDF, EVG and COBI, and (b) notwithstanding the foregoing, the licenses granted under this Section 2.2 shall not extend to any active pharmaceutical ingredient included within a Product other than TDF, EVG and COBI.

Product License. Section 2.2 of the Agreement is hereby deleted in its entirety and replaced with the following: “Product License. Subject to the terms and conditions of this Agreement, Gilead MPP hereby grants to Licensee the following licenses: (a) a royalty-bearing, non-exclusive, non-sublicensable (except as set forth other than a sublicense to an Affiliate in accordance with Section 2.4(b)2.3 below), non-transferable license under the Licensed Technology solely to make, use, make Product in India and sell, have sold, offer for sale, export from India and import (i) TAF Product, TAF Combination Product, TDF Product and TDF Combination Products in the Field in the TDF TDF-TAF Territory, (ii) COBI Product and COBI Combination Products in the Field in the COBI Territory, and (iii) EVG Product, EVG Combination Products and the Quad Products in the Field in the EVG-Quad Territory; provided that in each case such , (iii) COBI Products shall be made only from Licensed API; and (b) a royalty-bearing, semi-exclusive (as set forth in Section 2.6), non-sublicensable (except as set forth in Section 2.4(b)), non-transferable license under the Licensed Technology solely to make, use, sell, have sold, offer for sale, export from India and import COBI Product, COBI Combination Products, EVG Product, EVG Combination Products and Quad in the Field and in the Semi-Exclusive COBI Territory, and (iv) BIC Product and BIC Combination Products in the Field and in the BIC Territory; provided that in each case such Products shall be made only from Licensed API. For clarity, (a) the licenses granted in this Section 2.2 do not include, expressly or by implication, a license under any Gilead intellectual property right to manufacture, sell or distribute any product containing active pharmaceutical ingredients owned or controlled by Gilead other than Products containing TAF, TDF, EVG EVG, COBI, and COBIBIC, and (b) notwithstanding the foregoing, the licenses granted under this Section 2.2 shall not extend to any active pharmaceutical ingredient included within a Product other than TAF, TDF, EVG EVG, COBI, and COBIBIC.”

Product License. Section 2.2 of the Agreement is hereby deleted in its entirety and replaced with the following: “Product License. Subject to the terms and conditions of this Agreement, Gilead MPP hereby grants to Licensee the following licenses: (a) a royalty-bearing, non-exclusive, non-sublicensable (except as set forth other than a sublicense to an Affiliate in accordance with Section 2.4(b)2.3 below), non-transferable license under the Licensed Technology solely to make, use, make Product in India and sell, have sold, offer for sale, export from India and import (i) TAF Product, TAF Combination Product, TDF Product and TDF Combination Products in the Field in the TDF TDF-TAF Territory, (ii) COBI Product and COBI Combination Products in the Field in the COBI Territory, and (iii) EVG Product, EVG Combination Products and the Quad Products in the Field in the EVG-Quad Territory; provided that in each case such , (iii) COBI Products shall be made only from Licensed API; and (b) a royalty-bearing, semi-exclusive (as set forth in Section 2.6), non-sublicensable (except as set forth in Section 2.4(b)), non-transferable license under the Licensed Technology solely to make, use, sell, have sold, offer for sale, export from India and import COBI Product, COBI Combination Products, EVG Product, EVG Combination Products and Quad in the Field and in the Semi-Exclusive COBI Territory, and (iv) BIC Product and BIC Combination Products in the Field and in the BIC Territory; provided that in each case such Products shall be made only from Licensed API. For clarity, (a) the licenses granted in this Section 2.2 do not include, expressly or by implication, a license under any Gilead intellectual property right to manufacture, sell or distribute any product containing active pharmaceutical ingredients owned or controlled by Gilead other than Products containing TAF, TDF, EVG EVG, COBI, and COBIBIC, and (b) notwithstanding the foregoing, the licenses granted under this Section 2.2 shall not extend to any active pharmaceutical ingredient included within a Product other than TAF, TDF, EVG EVG, COBI, and COBIBIC.

Product License. Subject to the terms and conditions of this Agreement, Gilead Sangamo hereby grants to Licensee Kite an exclusive (even as to Sangamo), royalty-bearing license, with the following licensesright to grant sublicenses solely as provided in Section 2.1(c), under: (ai) a royalty-bearingthe Sangamo Genome Technology and Sangamo’s interest in Joint Inventions and Joint Patents, non-exclusive, non-sublicensable to: (except as A) make and have made Final ZFNs and Final Vectors solely for the purposes set forth in Section 2.4(b)(i)(B) below, (B) use [*] ex vivo (1) on or in Immune Cells to generate Modified Cells solely for use in Licensed Products in accordance with (ii) below or (2) on or in Stem Cells to generate Universal Cell Lines solely for use to generate Modified Cells for use in Licensed Products in accordance with (ii) below, and (C) make and have made, from the Modified Cells generated pursuant to (i)(B), non-transferable license under additional quantities of such Modified Cells solely for use in Licensed Products in accordance with (ii) below; and (ii) the Sangamo Product Technology and Sangamo’s interest in Joint Inventions and Joint Patents, to: (A) make and have made Licensed Technology Products using the Modified Cells made through (i)(B) or (i)(C) above solely to makefor the purposes set forth in (ii)(B) below and (B) research, develop, use, sell, have sold, offer for sale, export from India and import (i) TDF Product and TDF Combination import, or otherwise commercialize such Licensed Products in the Field in the TDF Territory. In addition, subject to the terms and conditions of this Agreement, Sangamo hereby grants to Kite a non-exclusive license, with the right to grant sublicenses solely as provided in Section 2.1(c), under [*], solely to the extent necessary [*]. For clarity, (iix) COBI Product the license grant in this Section 2.1(b) to Sangamo Technology, [*] and COBI Combination Products Sangamo’s interest in Joint Inventions and Joint Patents does not include the Field in the COBI Territory, and (iii) EVG Product, EVG Combination Products and Quad in the Field in the EVG-Quad Territory; provided that in each case such Products shall be made only from Licensed API; and (b) a royalty-bearing, semi-exclusive (as set forth in Section 2.6), non-sublicensable (except as set forth in Section 2.4(b)), non-transferable license under the Licensed Technology solely rights to make, have made, use, sell, have sold, offer for sale, export from India and import COBI Product, COBI Combination Products, EVG Product, EVG Combination Products and Quad in the Field in the Semi-Exclusive Territory; provided that in each case such Products shall be made only from Licensed API. For clarity, or otherwise commercialize any pharmaceutically or therapeutically active ingredient other than (a) the licenses granted a CAR, TCR, or NKR in this Section 2.2 do not include, expressly a Modified Cell where [*] is either (A) [*] or by implication, a license under any Gilead intellectual property right to manufacture, sell or distribute any product containing active pharmaceutical ingredients owned or controlled by Gilead other than Products containing TDF, EVG and COBI(B) [*], and (b) notwithstanding [*], and (y) this Agreement does not [*]; provided, that (i) without limiting the foregoing, the licenses granted license under this Section 2.2 2.1(b) with respect to [*] applicable to [*], [*] granted from Sangamo to Kite under this Agreement with respect to [*], and (ii) Kite shall not, and shall not extend to permit any active pharmaceutical ingredient included within a Product other than TDFof its Affiliates or sublicensees to, EVG practice any Patent Rights or Know-How owned or otherwise controlled by Sangamo or its Affiliates in the conduct of [*]. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and COBI(ii) would be competitively harmful if publicly disclosed.