Exclusive Research License. Subject to the terms and conditions of this Agreement, Evogene, on behalf of itself and its Affiliates, grants and agrees to grant to Monsanto and its Affiliates (in each case, so long as such Person remains an Affiliate of Monsanto), and Monsanto hereby accepts for itself and its Affiliates, an exclusive (except as to Evogene and its Affiliates other than Monsanto Competitors), irrevocable and perpetual (in each case except pursuant to termination or forfeiture as elsewhere set forth herein), non-transferable (except pursuant to Section 17.5) and non-sublicensable (except for (i) sublicenses to [* * *] for Research Purposes solely for the benefit of Monsanto or the collaboration under the [* * *], and (ii) after a PCT or other patent application is published with respect to any Evogene Patent Rights, sublicenses of such Evogene Patent Rights to Third Parties for Research Purposes for the benefit of Monsanto, in each case without the right to grant further sublicenses) (a) license under the Evogene Patent Rights to use (i) Collaboration Hits and their respective Collaboration Hit Homologs and Special Collaboration Hits, and (ii) PlaNet Xxxx Xxxxxx and Repack Recommendations; and (b) license to use the Evogene Know-How solely with respect to Collaboration Hits and their respective Collaboration Hit Homologs and Special Collaboration Hits, in the case of both (a) and (b) solely for Research Purposes and solely for transgenic applications in the Monsanto Crops, and in the case of (a)(ii) solely in connection with any Collaboration Hit Homolog belonging to the specific Collaboration Hit Set containing the specific Collaboration Hit Homolog and/or Special Collaboration Hits in respect of which Evogene delivered the Preferred Mode of Use which contained such PlaNet Xxxx Xxxxx or Repack Recommendation, as the case may be (the “Exclusive Research License”).
Exclusive Research License. Upon (a) the Effective Date, with respect to the Initial Targets and (b) receipt of the written notice from the Trusted Person pursuant to Section 3.3.3 that a Proposed Target is not a Blocked Target, with respect to each ((a)-(b)), HDPR hereby grants to MAGENTA, on an Exclusive Research Target-by-Exclusive Research Target basis, during the Target Research Term, an exclusive, worldwide, fee-bearing right and license under the HDPR IP Rights and HDPR IP Improvements to enable MAGENTA to perform, or have performed on its behalf, Target Research Activities on such Exclusive Research Target, as more fully set forth in the Research Plan. In connection with the grant of such right and license for the Target Research Term, MAGENTA will pay HDPR the Research Target Fees as more fully set forth in Section 9.1.2. For clarity, this exclusive license grant expressly includes the right for MAGENTA (and its Contractors) to conduct GLP toxicology studies. Subject to Section 3.8, MAGENTA may sublicense the rights granted to it in this Section 3.3.4 to Contractors engaged by MAGENTA to perform Target Research Activities on its or their behalf. Notwithstanding the foregoing, HDPR will retain the right to conduct, or have conducted on its behalf, on its own or together with Third Parties, internal and non-clinical research with respect to Exclusive Research Targets, as long as (a) such activities are not directed at research or production of GMP material and do not include GLP toxicity studies, (b) HDPR Controls any and all intellectual property, including Patent Rights and Know-How, arising in connection with such research that would constitute HDPR IP Rights but for the lack of such Control and (c) HDPR shall not, either directly or indirectly through Affiliates or Third Parties, publish or otherwise disclose any data, information, inventions (whether or not patentable) or intellectual property rights arising in connection with such research; provided that, subject to MAGENTA’s prior written consent, HDPR may disclose such data, information, inventions (whether or not patentable) or intellectual property rights to bona fide potential investors that are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement.
Exclusive Research License. (a) As of the Effective Date, Miragen was granted an Exclusive Research License for the Miragen Targets included in Existing Target [*] 1-3. Prior to the [*] anniversary of the Restatement Date, and subject to clearance of the gate-keeping procedure set forth in Section 2.4, Miragen shall have the right to nominate and include in the Exclusive Research License and Product License one additional Target [*] of Existing Targets (“Existing Target [*] 4”). If such proposed Target [*] fails such gate-keeping procedure, Miragen shall have the right to propose alternative Target [*] for submission to such gate-keeping procedure until a proposed Target [*] passes the gate-keeping procedure and thereby becomes Existing Target [*] 4, provided however, that, with respect to all alternative submissions that are submitted after the [*] anniversary of the Restatement Date, each such alternative submission shall be made within [*] days after Miragen receives notice that the immediately prior submission failed the gate-keeping procedure.
Exclusive Research License. Subject to the terms and conditions of this Agreement, GPC hereby grants to ALTANA a worldwide, royalty-free exclusive license, without the right to sublicense, under GPC’s interest in the Licensed Patents and the Collaboration Technology to conduct research solely within the Field, (i) on a Catalogue Y3H Target-by-Catalogue Y3H Target basis during the Evaluation Period for each Catalogue Y3H Target, and (ii) perpetually for each Accepted Y3H Target for which ALTANA complies with its payment obligations under Section 6.1, to the extent applicable.
Exclusive Research License. ImmunoGen hereby grants sanofi-aventis an exclusive, royalty-free license during the Research Term, without the right to grant sublicenses, with respect to any Optioned Target, to (a) conduct any and all preclinical studies (including without limitation in vivo efficacy studies) on any Ab-MAY Product directed at such Optioned Target; and (b) manufacture Ab-MAY Product solely for use in such studies.
Exclusive Research License. Subject to the terms and conditions of this Agreement, GPC hereby grants to BG a worldwide, royalty-free exclusive license, without the right to sublicense, under GPC’s interest in the Licensed Patents and the Collaboration Technology to conduct research solely within the Field, (i) on a Catalogue Target-by-Catalogue Target basis during the Evaluation Period for each Catalogue Target, and (ii) perpetually for each Accepted Target for which BG complies with its payment obligations under Section 6.1, to the extent applicable.
