Common use of Scope of Licenses Clause in Contracts

Scope of Licenses. CyDex grants no licenses or rights to use the Licensed Intellectual Property or any other intellectual property other than as expressly set forth herein or as may be expressly set forth in the Supply Agreement. CyDex grants no rights to Company to manufacture, have manufactured, import, sell or offer for sale bulk Captisol; provided, however, that Company may provide Captisol to bona fide collaborators in order to help Company to develop, make, have made (pursuant to Section 2.4), use, sell, offer for sale, import or otherwise commercially exploit the Licensed Products in the Territory in the Field. Without prejudice to the provisions of subsection (a) above, Company acknowledges that not all rights of CyDex related to Captisol are included within the rights licensed hereunder, given that CyDex shall supply Company’s requirements of Captisol for the Licensed Products. Company shall not attempt to reverse engineer, deconstruct or in any way determine the structure or composition of Captisol except as and to the extent reasonably required to determine an optimal formulation of the Licensed Product, and such structure and composition of CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Captisol (as and if so determined) shall be considered a Captisol Improvement. CyDex shall not be liable to Company for violation of Company’s exclusive rights hereunder by Third Parties which are not Affiliates or licensees of CyDex except to the extent CyDex has contributed to such violation. Company acknowledges and agrees that except as is expressly set forth in this Agreement (i) CyDex shall not be restricted in making sales of Captisol or licensing intellectual property rights to other persons and/or entities to the extent not expressly inconsistent with the licenses granted to Company under this Agreement and/or the covenants of CyDex in this Agreement, and (ii) CyDex does not warrant or indemnify Company or its Affiliates and Sublicensees against the Licensed Products infringing Third Party rights, except in cases where such infringement results from the incorporation of Captisol in said Licensed Products.

Scope of Licenses. CyDex (a) Article 2.1 of the Agreement is hereby amended to read in full as follows: 2.1 Eisai hereby grants no licenses or rights Radius, an exclusive license, under Eisai Patents and Eisai Know-How and Eisai’s undivided interest in Joint Patents, during the term of this Agreement, within the Territory, to use research, Develop (to the Licensed Intellectual Property or any other intellectual property other than as expressly set forth herein or as may be expressly set forth extent permitted in the Supply this Agreement. CyDex grants no rights to Company to manufacture), have manufactured, import, sell or offer for sale bulk Captisol; provided, however, that Company may provide Captisol to bona fide collaborators in order to help Company to developDeveloped, make, have made (pursuant to Section 2.4)made, use, sellpromote, market, distribute, offer for sale, import or sell, have sold, import, export and otherwise commercially exploit commercialize the Licensed Products in Compound and/or Product. If Radius indicates that it wishes to Develop Combination Product, Radius shall have prior written approval of Eisai, which shall not be unreasonably withheld. The license under this Article 2.1 includes the Territory in right to grant sublicenses (without the Field. Without prejudice right of such sublicensees to the provisions of subsection grant further sublicenses); provided that: (a) abovewith respect to any sublicensee (excluding any contract research organization, Company acknowledges that not all contract manufacturer or other contractor of Radius granted rights solely for use on behalf of CyDex related to Captisol are included within Radius) of the rights licensed hereunderto research, given that CyDex shall supply Company’s requirements of Captisol Develop, have Developed, make, have made, use, promote, market, distribute, offer for sale, sell, have sold, import, export or otherwise commercialize the Licensed Products. Company shall not attempt to reverse engineer, deconstruct or in any way determine the structure or composition of Captisol except as and to the extent reasonably required to determine an optimal formulation of the Licensed Product, and Radius shall have prior written approval of Eisai before granting such structure and composition of CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Captisol (as and if so determined) shall be considered a Captisol Improvement. CyDex sublicense which approval shall not be liable to Company for violation of Company’s exclusive rights hereunder by Third Parties which are not Affiliates unreasonably withheld, or licensees of CyDex except delayed with such determination being made with reference to the extent CyDex following criteria with respect to the sublicensee: (1) whether such sublicensee has contributed the financial resources to assume the obligations of Radius with respect to the rights that are the subject of the sublicense; and (2) whether such violationsublicensee has personnel with skill and experience adequate to perform the obligations of Radius that are the subject of the sublicense. Company acknowledges It is understood and agrees agreed that except Eisai may withhold such approval if such sublicensee has any material and active litigations with Eisai. Eisai shall have twenty (20) business days to notify Radius whether it is granting or withholding its approval after Radius submits the identity of the proposed sublicensee and a summary of the material terms of the proposed sublicense agreement to Eisai, and if Eisai does not provide such notice within such 20-business day period, Eisai shall be deemed to have granted its approval; (b) Radius obtains each sublicensee’s written agreement to be subject to the same obligations as is expressly set forth in Radius under the relevant terms of this Agreement (i) CyDex shall not be restricted in making sales of Captisol or licensing intellectual property rights to other persons and/or entities to the extent not expressly inconsistent with the licenses granted to Company under this Agreement and/or the covenants of CyDex in this Agreementincluding Articles 6.1, 8.5, 9.5 and 11.1); (ii) CyDex does not warrant or indemnify Company or its Affiliates and Sublicensees against the Licensed Products infringing Third Party rights, except in cases where such infringement results from the incorporation of Captisol in said Licensed Products.

Scope of Licenses. CyDex grants no licenses or rights to use the Licensed Intellectual Property or any other intellectual property Captisol other than as expressly set forth herein or as may be expressly set forth in the Supply Agreement. Without limiting the generality of the foregoing, CyDex grants no rights to Company to manufacture, have manufactured, import, sell or offer for sale bulk Captisol; provided, however, that Company or one of its Affiliates may provide Captisol to bona fide Third Party collaborators in order to help Company or one of its Affiliates to develop, make, have made (pursuant to Section 2.4), use, sell, offer for sale, import or otherwise commercially exploit the Licensed Products in the Territory in the Field. Without prejudice to the provisions of subsection (a) above, Company acknowledges that not all rights of CyDex related to Captisol are included within the rights licensed hereunder, given that CyDex shall supply Company’s requirements of Captisol for the Licensed Products. Company shall not attempt to reverse engineer, deconstruct or in any way determine the structure or composition of Captisol except as and to the extent reasonably required to determine an optimal formulation of the Licensed Product, and such structure and composition of CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Captisol (as and if so determined) shall be considered a Captisol ImprovementConfidential Information of CyDex; provided, however, such optimal formulation of the Licensed Product shall be considered the Confidential Information of Company. Although Company accepts that CyDex shall not be liable to Company for violation of Company’s exclusive rights hereunder by Third Parties which are not Affiliates or licensees of CyDex or its Affiliates except to the extent CyDex or one of its Affiliates has supported or contributed to such violation, CyDex represents that as of the Effective Date it is not aware of any Third Party that is or will likely be violating Company’s exclusive rights hereunder and covenants that to the extent that CyDex becomes aware of a Third Party violating or potentially violating Company’s exclusive rights hereunder, (A) CyDex and its Affiliates will use commercially reasonable efforts to force such Third Party from such violation and (B) CyDex shall promptly notify the Company of such violation or potential violation. 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 for the Licensed Patents to the extent that it complies with its Section 12.2 obligations, (ii) CyDex shall not be restricted ***Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. in making sales of Captisol or or, except as provided herein for the Licensed Products and/or Competing Products, licensing intellectual property rights to other persons and/or entities parties to the extent that CyDex does not breach or violate the exclusive rights expressly inconsistent with the licenses granted to provided Company under this Agreement and/or the covenants of CyDex hereunder in this Agreementdoing so, and (iiiii) CyDex does not warrant or indemnify Company Licensee or its Affiliates and Sublicensees against the Licensed Products infringing Third Party rights, except rights other than as identified in cases where such infringement results from the incorporation of Captisol in said Licensed ProductsSection 10.1(f).

Scope of Licenses. CyDex grants For the avoidance of doubt, Company shall have no licenses 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 rights to use Captisol in [***]. Without limiting the Licensed Intellectual Property or any other intellectual property other than as expressly set forth herein or as may be expressly set forth in generality of the Supply Agreement. foregoing, CyDex grants no rights to Company to manufacture, have manufactured, 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); provided, however, that Company may provide Captisol not sublicense any rights hereunder except as expressly set forth in Sections 2.3 and 2.4 below. To the extent that any patent rights are licensed to bona fide collaborators in order CyDex or its Affiliates by a third party on a non-exclusive basis, any exclusive license granted to help Company shall be exclusive as to developCyDex and non-exclusive as to any third party. Other than for investigations relating to quality issues, make, have made (pursuant to Section 2.4), use, sell, offer for sale, import or otherwise commercially exploit the Licensed Products in the Territory in the Field. Without prejudice to the provisions of subsection (a) above, Company acknowledges that not all rights of CyDex related to Captisol are included within the rights licensed hereunder, given that CyDex shall supply Company’s requirements of Captisol for the Licensed Products. 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 Captisol except as and to supplied under this Agreement, nor shall the extent reasonably required to determine an optimal formulation of Company develop, test, study or research Captisol supplied under this Agreement other than in combination with the Licensed Product, and such structure and composition of CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “active pharmaceutical ingredient [***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934] for the purpose of making, AS AMENDED. Captisol (as using, selling, offering to sell, promoting, marketing, distributing, packaging, importing, exporting, and if so determined) shall be considered a Captisol Improvementotherwise commercially exploiting any Licensed Product. CyDex shall not be liable to Company for violation of Company’s exclusive rights hereunder by Third Parties parties which are not Affiliates or licensees of CyDex except to the extent where CyDex or any Affiliate has contributed to such violationgranted any license or supplied any material in conflict with Company’s exclusive rights and/or CyDex’s obligations of exclusivity hereunder. Company acknowledges and agrees that except as is expressly set forth in this Agreement (i) CyDex shall not be required to obtain patent rights in the Territory within the scope of the Captisol Patents, (ii) subject to Section 2.5(a) hereof, CyDex shall not be restricted in making sales of Captisol or licensing intellectual property rights to other persons and/or entities parties to the extent that such sales and licenses do not expressly inconsistent conflict with the licenses granted to Company under this Agreement and/or the covenants of CyDex in this Agreement, exclusive license grants and (ii) CyDex does not warrant or indemnify Company or its Affiliates and Sublicensees against the Licensed Products infringing Third Party rights, except in cases where such infringement results from the incorporation of Captisol in said Licensed Productssupply exclusivity obligations hereunder.