Takeda Field. Subject to the terms and conditions of this Agreement, Day One hereby grants and agrees to grant to Takeda and its Affiliates an irrevocable (subject to Section 2.6), perpetual (subject to Section 2.6), license (or sublicense to the extent applicable), with the right to grant sublicenses through multiple tiers, in the Territory under the Assigned Technology and the Day One Developed Technology, solely to Exploit the Takeda Products in the Takeda Field in the Territory (the “Grant Back License”). The Grant Back License will be exclusive with respect to the Assigned Technology and the Licensed Intellectual Property and non-exclusive with respect to the Day One Developed Technology. Takeda will not, and will cause its Affiliates and sublicensees not to, Exploit the Compound or the Products outside of the Takeda Field in the Territory or any Product that is not a Takeda Product in the Territory. Each sublicense under the Grant Back License will (i) refer to and be consistent with the terms and conditions of this Agreement, (ii) will require assignment or sublicensable license (through multiple tiers) to Takeda of rights to all Takeda Licensee Developed Technology, which rights will be licensed or sublicensed, and will be sufficient to so license or sublicense, to Day One pursuant to Section 2.4(a) as part of the Takeda Developed Technology if such Takeda Licensee Developed Technology is Controlled by Takeda (as provided in the proviso to the definition of Control), and (iii) contain confidentiality terms and conditions at least as restrictive as those set forth in this Agreement. Takeda will remain responsible for the failure of its Affiliates and sublicensees hereunder to comply with the relevant obligations under this Agreement.
