Termination License. AEVI will grant, and hereby grants effective as of the effective date of such termination, to KKC a non-exclusive, irrevocable, royalty-free, transferable, sublicensable, worldwide (excluding the countries of the Territory to which AEVI retains its rights) right and license under any Patent Rights owned solely by AEVI or its Affiliates as of the effective date of termination to the extent that such Patent Rights cover or claim the composition of matter, use, or manufacture of Licensed Products and for the sole purpose of developing, manufacturing, and commercializing Licensed Products. AEVI will grant to KKC, under any Patent Rights that AEVI’s Controls but does not own at the time of termination, to the full extent permitted under the agreement(s) of AEVI covering such Patent Rights, a non-exclusive, irrevocable, royalty-free (as to AEVI), transferable, sublicensable, worldwide (excluding the countries of the Territory to which AEVI retains its rights) right and license, to the extent that such Patent Rights cover or claim the composition of matter, use, or manufacture of Licensed Products and for the sole purpose of developing, manufacturing, and commercializing Licensed Products; provided that KKC enters into a written agreement with AEVI with respect to each such Patent Right that (a) ensures compliance with the applicable contract between AEVI and its licensor including KKC agreeing to all provisions thereof that must be imposed on sublicensees, (b) requires KKC to pay all amounts payable by AEVI to its licensor related to KKC’s exercise or enjoyment of such rights including milestones, royalties and patent expenses and (c) indemnifies AEVI for any breach of such agreement between KKC and AEVI.
Termination License. If Mallinckrodt does not provide to Silence the Acceptance Notice with respect to a Target and this Agreement terminates with respect to such Target (and all Licensed Products directed to such Target) as set forth in Section 5.3.2, if Mallinckrodt terminates this Agreement pursuant to [***], or if Silence terminates this Agreement pursuant to [***], Mallinckrodt (for itself and its Affiliates) shall, and hereby does, grant to Silence (without any further action required on the part of Mallinckrodt) a non-exclusive, royalty-free and fully paid-up, irrevocable and perpetual license, with the right to grant sublicenses (on the same terms applicable Mallinckrodt’s right to grant sublicenses under its licenses, as set forth in Section 4.3), under any Mallinckrodt Research [***] the applicable Target (such Mallinckrodt Research IP the “Licensed Mallinckrodt Research IP” and, as applicable, the “Licensed Mallinckrodt Research Patents” and/or the “Licensed Mallinckrodt Research Know-How”) solely for purposes of further Development of [***] the applicable Target, including in connection with Development of products that [***]. If Silence wishes to Commercialize any such product, then upon Silence’s request, Mallinckrodt will grant Silence a license under the Licensed Mallinckrodt Research IP for such purpose subject to the following financial terms: (i) if [***] and [***], as applicable, the license would be non-exclusive and royalty free; (ii) if [***], as applicable, then (a) if any Licensed Mallinckrodt Research Patent or Joint Research Patent [***], the license shall be exclusive and Silence shall be required to pay a royalty of no more than [***] of the net sales of such
Termination License. Medgenics will grant, and hereby grants effective as of the effective date of such termination, to KHK a non-exclusive, irrevocable, royalty-free, transferable, sublicensable, worldwide (excluding the countries of the Territory to which Medgenics retains its rights) right and license under any Patent Rights owned solely by Medgenics or its Affiliates as of the effective date of termination to the extent that such Patent Rights cover or claim the composition of matter, use, or manufacture of Licensed Products and for the sole purpose of developing, manufacturing, and commercializing Licensed Products. Medgenics will grant to KHK, under any Patent Rights that Medgenics’ Controls but does not own at the time of termination, to the full extent permitted under the agreement(s) of Medgenics covering such Patent Rights, a non-exclusive, irrevocable, royalty-free (as to Medgenics), transferable, sublicensable, worldwide (excluding the countries of the Territory to which Medgenics retains its rights) right and license, to the extent that such Patent Rights cover or claim the composition of matter, use, or manufacture of Licensed Products and for the sole purpose of developing, manufacturing, and commercializing Licensed Products; provided that KHK enters into a written agreement with Medgenics with respect to each such Patent Right that (a) ensures compliance with the applicable contract between Medgenics and its licensor including KHK agreeing to all provisions thereof that must be imposed on sublicensees, (b) requires KHK to pay all amounts payable to its licensor by Medgenics related to KHK’s exercise or enjoyment of such rights including milestones, royalties and patent expenses and (c) indemnifies Medgenics for any breach of such agreement between KHK and Medgenics. ***** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
