To Arsanis. Adimab and its Affiliates hereby xxxxx Xxxxxxx a non-exclusive license under the Adimab Platform/Background Patents, Adimab Program Patents, Adimab Program Antibody Know-How and Program Know-How made by Adimab, for Arsanis to perform Arsanis’ responsibilities as provided for in the Research Plan as part of the Research Program during the Research Term, and for Arsanis to perform research (but excluding human clinical trials) of the Program Antibodies to each Target during the Option Term for that Target in order to evaluate whether to exercise the Option with respect to that Target and one (1) or more of such Program Antibodies directed to that Target. The foregoing license excludes the right to discover antibodies and excludes the right to use Program Antibodies to screen for other antibodies’ activity vis-à-vis the Target (such exclusion including the right to use the Program Antibodies as a control to test, screen for or design other antibodies), except that Arsanis may use such quantities to compare the performance of Program Antibodies in various assays against other Program Antibodies, and against benchmark research antibodies, benchmark commercial antibodies or any other benchmark agent, including small molecules and biological agents, all of which prior to the comparison to Program Antibodies have previously been identified as having activity against, binding to, agonizing, antagonizing or inhibiting the applicable Target (provided that negative controls already identified as such are permitted to be used). The foregoing license is subject to Arsanis’ compliance with the restrictions on use of Adimab Materials set forth in Section 2.6.
