Sale and Purchase of Product. 2.1.1 During the Term of this Agreement, WC hereby grants to WSP a royalty-free, non-exclusive and non-transferrable right and license in the Territory under such rights and to use such assets that are owned or licensed by WC as are necessary to allow WSP to manufacture and supply the Products exclusively to WC under this Agreement. Notwithstanding the foregoing, WSP may transfer its right and license under this Section 2.1.1, at WSP's election, to an Affiliate or to the Initial Alternate Manufacturer in connection with the transfer of its manufacturing and supply obligations under this Agreement to such Affiliate or the Initial Alternate Manufacturer in accordance with Sections 2.7.3 and 12.3.1, respectively, provided that WSP may retain such right and license to the extent necessary to continue manufacturing the Products in accordance with this Agreement (including as contemplated by Section 12.3.2).
Appears in 2 contracts
Samples: Estrace Transitional Support and Supply Agreement (Warner Chilcott Inc), Support and Supply Agreement (Warner Chilcott PLC)
Sale and Purchase of Product. 2.1.1 During the Term of this Agreement, WC hereby grants to WSP BMSLC a royalty-free, non-exclusive and non-transferrable right and license in the Territory under such rights and to use such assets that are owned or licensed by WC as are necessary to allow WSP BMSLC to manufacture and supply the Products exclusively to WC under this Agreement. Notwithstanding the foregoing, WSP BMSLC may transfer its right and license under this Section 2.1.1, at WSPBMSLC's election, to an Affiliate or to the Initial Alternate Manufacturer in connection with the transfer of its manufacturing and supply obligations under this Agreement to such Affiliate or the Initial Alternate Manufacturer in accordance with Sections 2.7.3 and 12.3.1, respectively, provided that WSP BMSLC may retain such right and license to the extent necessary to continue manufacturing the Products in accordance with this Agreement (including as contemplated by Section 12.3.2).
Appears in 2 contracts
Samples: Support and Supply Agreement (Warner Chilcott PLC), Ovcon Transitional Support and Supply Agreement (Warner Chilcott Inc)