Common use of Scope of Licenses Clause in Contracts

Scope of Licenses. Without limiting the generality of the foregoing, CyDex grants no rights to Company to manufacture, import, sell or offer for sale bulk Captisol, except as set forth in Section 3.7(d). Licensee acknowledges that not all rights of CyDex related to Captisol are included within the rights licensed under this Section 2.1, given that CyDex shall supply Company’s requirements of Captisol for the Licensed Product, subject to Section 3.7(d). Company shall not attempt to reverse engineer, deconstruct or in any way determine the structure or composition of Captisol. CyDex shall not be liable to Company for violation of Company’s exclusive rights hereunder by parties which are not Affiliates of CyDex, provided that if a third party is infringing any Licensed Patents in a manner that is in violation of Company’s exclusive rights, and CyDex is not taking steps to stop such infringement either directly against the infringer or against the infringer’s source of the infringing product, then the royalty payable by CyDex will be reduced by [***] percent ([***]%) during any period in which such infringement continues. Company acknowledges and agrees that (i) CyDex shall not be required to obtain or maintain patent rights in the Territory for the Licensed Patents, (ii) except as provided in this Agreement with respect to the Licensed Product, CyDex shall not be restricted in making sales of Captisol or licensing rights to other parties, and (iii) CyDex does not warrant or indemnify Licensee or its Affiliates and Sublicensees against the Licensed Product infringing third party rights.

Scope of Licenses. For the avoidance of doubt, Company shall have no license to the Captisol Patents outside of the Territory and, except for activities deemed non-infringing of patents under national law, Company hereby agrees not to otherwise make, use, sell, offer to sell, promote, market, distribute, package, import, export, develop, test, study and otherwise commercially exploit any Licensed Product or Captisol in [***]. Without limiting the generality of the foregoing, CyDex grants no rights to Company to manufacture, importimport (except in association with supply of Captisol under this Agreement), sell or offer for sale bulk Captisol, . CyDex represents and warrants to Company that the licenses granted under Section 2.1 confer the only rights enforceable by CyDex that are required by CyDex for Company to exploit Captisol purchased under this Agreement within the Territory. Such licenses pursuant to this Section 2.1 shall be nontransferable (except with respect to the sublicense provisions of Sections 2.3 and 2.4 and the assignment provision in Section 14.15); Company may not sublicense any rights hereunder except as expressly set forth in Section 3.7(d)Sections 2.3 and 2.4 below. Licensee acknowledges To the extent that not all any patent rights of are licensed to CyDex related or its Affiliates by a third party on a non-exclusive basis, any exclusive license granted to Captisol are included within the rights licensed under this Section 2.1Company shall be exclusive as to CyDex and non-exclusive as to any third party. Other than for investigations relating to quality issues, given that CyDex shall supply Company’s requirements of Captisol for the Licensed Product, subject to Section 3.7(d). Company shall not *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. analyze Captisol in an attempt to reverse engineer, deconstruct or in any way determine the structure or composition of CaptisolCaptisol supplied under this Agreement, nor shall the Company develop, test, study or research Captisol supplied under this Agreement other than in combination with the active pharmaceutical ingredient [***] for the purpose of making, using, selling, offering to sell, promoting, marketing, distributing, packaging, importing, exporting, and otherwise commercially exploiting any Licensed Product. CyDex shall not be liable to Company for violation of Company’s exclusive rights hereunder by parties which are not Affiliates of CyDex, provided that if a third party is infringing CyDex except where CyDex or any Licensed Patents Affiliate has granted any license or supplied any material in a manner that is in violation of conflict with Company’s exclusive rights, and CyDex is not taking steps to stop such infringement either directly against the infringer or against the infringerrights and/or CyDex’s source obligations of the infringing product, then the royalty payable by CyDex will be reduced by [***] percent ([***]%) during any period in which such infringement continuesexclusivity hereunder. Company acknowledges and agrees that (i) CyDex shall not be required to obtain or maintain patent rights in the Territory for within the Licensed scope of the Captisol Patents, (ii) except as provided in this Agreement with respect subject to the Licensed ProductSection 2.5(a) hereof, CyDex shall not be restricted in making sales of Captisol or licensing rights to other parties, parties to the extent that such sales and (iii) CyDex does licenses do not warrant or indemnify Licensee or its Affiliates conflict with the exclusive license grants and Sublicensees against the Licensed Product infringing third party rightssupply exclusivity obligations hereunder.

Scope of Licenses. Without limiting the generality of the foregoing, CyDex grants no rights to Company to manufacture, import, sell or offer for sale bulk Captisol; provided, except as set forth however, that Company may provide Captisol to bona fide collaborators in Section 3.7(d)order to help Company to make, use, sell, offer for sale or import the Licensed Product in the Territory in the Field. Licensee acknowledges that not all rights of CyDex related to Captisol are included within the rights licensed under this Section 2.1hereunder, given that CyDex shall supply Company’s requirements of Captisol for the Licensed Product, subject to Section 3.7(d). Company shall not attempt to reverse engineer, deconstruct or in any way determine the structure or composition of Captisol. CyDex shall not be liable to Company for violation of Company’s exclusive rights hereunder by parties which are not Affiliates or licensees of CyDex, provided that if a third party is infringing any Licensed Patents in a manner that is in violation of Company’s exclusive rights, and CyDex is not taking steps to stop such infringement either directly against the infringer or against the infringer’s source of the infringing product, then the royalty payable by CyDex will be reduced by [***] percent ([***]%) during any period in which such infringement continues. Company acknowledges and agrees that (i) CyDex shall not be required to obtain or maintain patent rights in the Territory for the Licensed Patents, (ii) except as provided in this Agreement with respect to the Licensed Product, CyDex shall not be restricted in making sales of Captisol or or, except as provided herein for the Licensed Product, licensing rights to other parties, and (iii) CyDex does not warrant or indemnify Licensee or its Affiliates and Sublicensees against the Licensed Product infringing third party rights. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Scope of Licenses. CyDex grants no licenses or rights to use other than as expressly set forth herein. Without limiting the generality of the foregoing, CyDex grants no rights to Company to manufacture, import, sell or offer for sale bulk Captisol; provided, except as set forth however, that Company may provide Captisol to bona fide collaborators in order to help Company to make, have made (pursuant to Section 3.7(d2.4), use, sell, offer for sale or import the Licensed Products in the Territory in the Field. Licensee acknowledges that not all rights of CyDex related to Captisol are included within the rights licensed under this Section 2.1hereunder, given that CyDex shall supply Company’s requirements of Captisol for the Licensed Product, subject to Section 3.7(d)Products. Company shall not attempt to reverse engineer, deconstruct or in any way determine the structure or composition of Captisol. Captisol except as and to the extent reasonably required to determine an optimal formulation of the Licensed Product, and such structure and composition of Captisol (as and if so determined) shall be considered Confidential Information of CyDex; [***] CyDex shall not be liable to Company for violation of Company’s exclusive rights hereunder by parties which are not Affiliates or licensees of CyDex, provided that if a third party is infringing any Licensed Patents in a manner that is in violation of Company’s exclusive rights, and CyDex is not taking steps except to stop the extent CyDex has contributed to such infringement either directly against the infringer or against the infringer’s source of the infringing product, then the royalty payable by CyDex will be reduced by [***] percent ([***]%) during any period in which such infringement continuesviolation. Company acknowledges and agrees that except as is expressly set forth in this Agreement (i) CyDex shall not be required to obtain or maintain patent rights in the Territory for the Licensed Patents, (ii) except as provided in this Agreement with respect to the Licensed Product, CyDex shall not be restricted in making sales of Captisol or or, except as provided herein for the Licensed Products and/or Competing Products, licensing rights to other parties, and (iii) CyDex does not warrant or indemnify Licensee or its Affiliates and Sublicensees against the Licensed Product Products infringing third party Third Party rights.

Scope of Licenses. Without limiting the generality of the foregoing, CyDex grants no rights to Company to manufacture, import, sell or offer for sale bulk Captisol; provided, except as set forth however, that Company may provide Captisol to bona fide collaborators in Section 3.7(d)order to help Company to make, use, sell, offer for sale or import the Licensed Product in the Territory in the Field. Licensee acknowledges that not all rights of CyDex related to Captisol are included within the rights licensed under this Section 2.1hereunder, given that CyDex shall supply Company’s requirements of Captisol for the Licensed Product, subject to Section 3.7(d). Company shall not attempt to reverse engineer, deconstruct or in any way determine the structure or composition of Captisol. CyDex shall not be liable to Company for violation of Company’s exclusive rights hereunder by parties which are not Affiliates or licensees of CyDex, provided that if a third party is infringing any Licensed Patents in a manner that is in violation of Company’s exclusive rights, and CyDex is not taking steps to stop such infringement either directly against the infringer or against the infringer’s source of the infringing product, then the royalty payable by CyDex will be reduced by [***] percent ([***]%) during any period in which such infringement continues. Company acknowledges and agrees that (i) CyDex shall not be required to obtain or maintain patent rights in the Territory for the Licensed Patents, (ii) except as provided in this Agreement with respect to the Licensed Product, CyDex shall not be restricted in making sales of Captisol or or, except as provided herein for the Licensed Product, licensing rights to other parties, and (iii) CyDex does not warrant or indemnify Licensee or its Affiliates and Sublicensees against the Licensed Product infringing third party rights.

Scope of Licenses. For the avoidance of doubt, Company shall have no license to the Captisol Patents outside of the Territory and, except for activities deemed non-infringing of patents under national law, Company hereby agrees not to otherwise make, use, sell, offer to sell, promote, market, distribute, package, import, export, develop, test, study and otherwise commercially exploit any Licensed Product or Captisol in [***]. Without limiting the generality of the foregoing, CyDex grants no rights to Company to manufacture, importimport (except in association with supply of Captisol under this Agreement), sell or offer for sale bulk Captisol, . CyDex represents and warrants to Company that the licenses granted under Section 2.1 confer the only rights enforceable by CyDex that are required by CyDex for Company to exploit Captisol purchased under this Agreement within the Territory. Such licenses pursuant to this Section 2.1 shall be nontransferable (except with respect to the sublicense provisions of Sections 2.3 and 2.4 and the assignment provision in Section 14.15); Company may not sublicense any rights hereunder except as expressly set forth in Section 3.7(d)Sections 2.3 and 2.4 below. Licensee acknowledges To the extent that not all any patent rights of are licensed to CyDex related or its Affiliates by a third party on a non-exclusive basis, any exclusive license granted to Captisol are included within the rights licensed under this Section 2.1Company shall be exclusive as to CyDex and non-exclusive as to any third party. Other than for investigations relating to quality issues, given that CyDex shall supply Company’s requirements of Captisol for the Licensed Product, subject to Section 3.7(d). Company shall not analyze Captisol in an attempt to reverse engineer, deconstruct or in any way determine the structure or composition of CaptisolCaptisol supplied under this Agreement, nor shall the Company develop, test, study or research Captisol supplied under this Agreement other than in combination with the active pharmaceutical ingredient posaconazole for the purpose of making, using, selling, offering to sell, promoting, marketing, distributing, packaging, importing, exporting, and otherwise commercially exploiting any Licensed Product. CyDex shall not be liable to Company for violation of Company’s exclusive rights hereunder by parties which are not Affiliates of CyDex, provided that if a third party is infringing CyDex except where CyDex or any Licensed Patents Affiliate has granted any license or supplied any material in a manner that is in violation of conflict with Company’s exclusive rights, and CyDex is not taking steps to stop such infringement either directly against the infringer or against the infringerrights and/or CyDex’s source obligations of the infringing product, then the royalty payable by CyDex will be reduced by [***] percent ([***]%) during any period in which such infringement continuesexclusivity hereunder. Company acknowledges and agrees that (i) CyDex shall not be required to obtain or maintain patent rights in the Territory for within the Licensed scope of the Captisol Patents, (ii) except as provided in this Agreement with respect subject to the Licensed ProductSection 2.5(a) hereof, CyDex shall not be restricted in making sales of Captisol or licensing rights to other parties, parties to the extent that such sales and (iii) CyDex does licenses do not warrant or indemnify Licensee or its Affiliates conflict with the exclusive license grants and Sublicensees against the Licensed Product infringing third party rightssupply exclusivity obligations hereunder.