Unblocking License. To ensure that Ablynx and its partners, collaborators and licensees can freely exercise the rights retained by Ablynx under Sections 2.12.2, 2.12.5 and 2.12.7 without infringing any Program Patent Rights, Merck herewith grants to Ablynx a non-exclusive, worldwide, free-of-charge, irrevocable and perpetual license, with the right to sublicense, under all Program Patent Rights (but without the right to assert or enforce any Program Patent Rights except as provided for in Section 7.5 and without the right to use or grant rights under Program Know-How):
a) to research, discover, develop (including generation, formatting, testing, expression, production or formulation), make or commercialize Multispecific Nanobodies which are raised or generated against or have any therapeutically relevant activity (including suboptimal therapeutic activity) by action through the Target […***…] and at least one other therapeutically relevant Target (being an Immuno-oncology Target or any other therapeutically relevant Target), as well as compounds and products comprising the same; and
b) to research, discover, develop (including generation, formatting, testing, expression, production or formulation), make or commercialize Multispecific Nanobodies which are raised or generated against or have any therapeutically relevant activity (including suboptimal therapeutic activity) by action through the Reserved […***…] Target Combination, as well as compounds and products comprising the same; and
c) to research, discover, develop (including generation, formatting, testing, expression, production or formulation), make or commercialize (i) Monospecific Nanobodies against any Target that is part of a Selected Multispecific Target Combination (i.e. not including […***…] Target Combinations); (ii) Multispecific Nanobodies against any combination of Targets that is not a Selected Multispecific Target Combination. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Unblocking License. In addition to the licenses granted to Pfizer pursuant to Section 3.1.1, during the Term, on a Product-by-Product basis, in the event that [**], Arvinas hereby grants, and Arvinas hereby causes its Affiliates to grant, to Pfizer, subject to the terms and conditions of this Agreement and subject to any preexisting license grants to Third Parties, and to the extent Arvinas is legally able to do so, a fully-paid, non-exclusive, royalty-free, sublicensable license during the Term under such issued Patent Right for Pfizer to use, have used, Develop, have Developed, Manufacture, have Manufactured, Commercialize, have Commercialized and otherwise exploit Compounds and Products in accordance with this Agreement.
Unblocking License. In the event that either (a) the use, practice or exercise by Regeneron (or any of its Affiliates or sublicensees) of any Intellia Intellectual Property in accordance with the licenses expressly granted to Regeneron in accordance with this Agreement or (b) the research, development, making, having made, use, sale, offering for sale, or import by Regeneron (or any of its Affiliates or sublicensees) of a Regeneron Product [***] for use in the Field, pursuant to, and in accordance with, this Agreement, would infringe or misappropriate any Patent Right which is first Controlled by Intellia or its Affiliates after the IP Term and which is not covered by the license grant in Section 6.3, Intellia shall grant, and hereby grants, to Regeneron a non-exclusive, royalty-free, worldwide, sublicensable in multiple tiers (in accordance with Section 7.2(c)) license under such Patent Right solely as necessary to (i) use, practice and exercise the Intellia Intellectual Property in accordance with the licenses expressly granted to Regeneron in accordance with this Agreement and (ii) research, develop, make, have made, use, sale, offer for sale, and import Regeneron Products for use in the Field in accordance with this Agreement, and solely for such purpose. The foregoing license under this Section 6.4 shall automatically terminate on a Regeneron Product-by-Regeneron Product basis simultaneous with the termination of the license under Section 6.3 with respect to such Regeneron Product. [***]
Unblocking License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, royalty-free license in the Territory, with the right to grant sublicenses (subject to the provisions of Section 2.1(d) below), under the Licensor Improvements to research, develop, make, have made, use, have used, sell, offer for sale, import and commercialize Licensed Products in the Field. Notwithstanding the foregoing license grant, Licensor shall have no obligations to transfer to Licensee any such Licensor Improvements.
Unblocking License. In the event that either the use, manufacturing (including making and having made) or Commercialization (including sell, offer for sale, import and export) by Merck of a particular Optioned Compound or Optioned Product (in each case in the form in which such Optioned Compound or Optioned Product was provided by NGM to Merck pursuant to this Agreement) in the Field in the Territory pursuant to this Agreement, would infringe during the Term a claim of an issued Patent Right which is Controlled by NGM or its Affiliates (subject to Section 14.3) and which is not covered by the grant in Section 5.4.1, NGM hereby grants, and NGM shall cause its Affiliates (subject to Section 14.3) to grant, to Merck, subject to the terms and conditions of this Agreement and subject to any exclusive license grants to Third Parties (which license grants occurred prior to initiation of the first Phase 2 Clinical Trial of the relevant Optioned Compound or Optioned Product), a non-exclusive, with the right to grant and authorize sublicenses in accordance with Section 5.4.3, royalty-free license in the Territory during the Term under such issued Patent Right for Merck and its Related Parties to use, manufacture (including the making and having made) or Commercialize (including selling, offering for sale, importing and exporting) Commercialize Optioned Compounds and Optioned Products in the Field in the Territory.
Unblocking License. It is possible that Customer may develop an invention through the use of the Markforged Technology that is or includes an improvement to the Markforged IP and that the related patent claims will be infringed by the manufacture, use, sale, offer for sale or importing of Markforged’s existing or future products or services. Both Customer and Markforged agree that it is not the intent for Customer to use the Markforged Technology and, as a result, restrict Markforged from running its business. Therefore, Customer hereby grants to Markforged and its customers a fully paid-up, royalty-free, worldwide, non-exclusive, irrevocable, sublicensable, transferable right and license under any patent rights issued to, obtained by, developed by or acquired by Customer that (a) are derived from and/or improve upon the Markforged IP; (b) are developed in connection with using the Markforged Technology and (c) are directed to 3D printing equipment or software, uses thereof or printing materials thereof. For the avoidance of doubt, Customer retains ownership of all such patent rights and only grant the foregoing license to Markforged and its customers to the extent each of the foregoing clauses (a)-(c) is satisfied.
Unblocking License. In the event that use, manufacturing (including making and having made) or Commercialization (including sell, offer for sale, import and export) by Merck, or Merck’s Related Parties of a particular Small Molecule Collaboration Compound or Small Molecule Product in the Field in the Territory pursuant to this Agreement, would infringe during the Term a claim of an issued Patent Right which is Controlled by NGM or its Affiliates (subject to Section 14.3) and which is not covered by the grant in Section 6.1.1 or 6.1.2, NGM hereby grants, and NGM shall cause its Affiliates (subject to Section 14.3) to grant, to Merck, subject to the terms and conditions of this Agreement and subject [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to any exclusive license grants to Third Parties (which license grants occurred prior to initiation of the first Phase 2 Clinical Trial of the relevant Small Molecule Collaboration Compound or Small Molecule Product) a non-exclusive, with the right to grant and authorize sublicenses in accordance with Section 6.1.4, royalty-free license in the Territory during the Term under such issued Patent Right to use, manufacture (including making and having made) or Commercialize (including selling, offering for sale, importing and exporting) such Small Molecule Collaboration Compound in the Field in the Territory.
Unblocking License. With the exception of U.S. Patent No. 4,840,175 ------------------ (Peyman), in the event that NESTLE reasonably determines, in its sole discretion, that a license is required from any third party in order for NESTLE to make, use or sell Licensed Products, the royalties payable to MEDJET under this Section 3.01 shall be reduced accordingly. The provisions of this Section 3.01(c) shall not apply to any changes to the Licensed Products made by NESTLE unless such change(s) were required to make the Licensed Product meet the specifications on attached Exhibit A and B.
Unblocking License. Subject to the terms and conditions of this Agreement and without limiting Section 2.10, Pfizer hereby grants to Codex a non-exclusive, royalty-free, perpetual, irrevocable, fully paid-up license in the Territory, with the right to grant sublicenses (subject to the remainder of this Section 2.5) to Third Parties without Pfizer’s prior written consent, under any Pfizer Sole Research Plan Patent Rights solely to the extent such Pfizer Sole Research Plan Patent Rights is directed to Instrument/Methods Know-How and not directed to Output Materials or Pfizer Material Improvements and is necessary for Codex to practice the Core Codex DNA Technology. Notwithstanding the forgoing, Codex would be permitted to sublicense the foregoing license to a third party licensor of Codex only if (i) Codex has a similar reciprocal arrangement with such Third Party licensee running to the benefit of Pfizer or (ii) Codex and Pfizer have agreed upon reasonable terms and conditions with respect to such right to sublicense to such Third Party, which the Parties agree to negotiate in good faith.
Unblocking License. 7.4.1 Subject to Section 7.4.2, Sanofi hereby grants Regulus a worldwide, royalty-free, nonexclusive license, with the right to grant sublicenses, under any Sanofi Blocking Patent to Research, Develop, make, have made, use, gain Approval, Commercialize, sell, offer for sale, have sold, export and import microRNA Compounds that are neither Licensed Compounds under the Collaboration Agreement nor Option Compounds being Developed or Commercialized by Sanofi under this Agreement (“Regulus Collaborator Compounds”). The license granted pursuant to this Section 7.4.1 is hereinafter referred to as the “Unblocking License”.
7.4.2 The sublicense of any Unblocking License to any Regulus Collaborator will be [***] if (i) Regulus’ sublicense agreement with such Regulus Collaborator would permit [***] to Sanofi of any of such Regulus Collaborator’s Regulus Collaborator Blocking Technology [***] and otherwise under substantially similar terms and conditions in all material respects as the Unblocking License granted by Sanofi under this Agreement, (ii) Regulus remains responsible to Sanofi for the performance of Regulus’ obligations with respect to the Sanofi Blocking Patents under this Agreement (either directly by Regulus or by the Regulus Collaborator), and (iii) Regulus provides to Sanofi a copy of such sublicense (and/or the applicable license agreement with such Regulus Collaborator) solely to the extent reasonably necessary to demonstrate the satisfaction of the condition in subsection (i) above and a written confirmation by the Regulus Collaborator that it agrees to be bound by the terms and conditions of this Agreement that are applicable to the Sanofi Blocking Patents.
7.4.3 If the sublicense of any Unblocking License does not meet the requirements of Section 7.4.2, then Regulus will pay to Sanofi a [***] royalty on annual worldwide Calendar Year Net Sales by such Regulus Collaborator or its Affiliates or sublicensees of products containing any Regulus Collaborator Compound the sale of which is covered by the Sanofi Blocking Patents (“Regulus Collaborator Products”). Royalties payable under this Section 7.4.3 will be payable for each Regulus Collaborator Product on a product-by-product and country-by-country basis until the date that is the later of (i) [***] years after the first commercial sale of such product in such country and (ii) the expiration of the last to expire Valid Claim within the Sanofi Blocking Patents which would be infringed by the sale of suc...
