Common use of Development and Commercialization Licenses Clause in Contracts

Development and Commercialization Licenses. Subject to the terms and conditions of this Agreement, on a Collaboration Target-by-Collaboration Target basis, effective upon Vertex’s exercise of the Option for a particular Collaboration Target in accordance with this Agreement, CRISPR and, following the Subsidiary Transfer, the CRISPR Subsidiary, grants to Vertex UK and its Affiliates an exclusive (subject to Section 6.1.2(b)), royalty-bearing, license under CRISPR’s and its Affiliates’ interest in the Licensed Technology to Research, Develop, Manufacture, have Manufactured, use, keep, sell, offer for sale, import, export and Commercialize Licensed Agents and Products directed to the relevant Collaboration Target in the Field in the Territory (such license, the “Exclusive License”). Vertex may grant sublicenses through multiple tiers of sublicense to one or more Sublicensees of any and all rights granted to Vertex by CRISPR under the Exclusive License; provided that Vertex shall only be permitted to grant a Sublicense to conduct any Commercialization activities with respect to a Licensed Agent or Product [***] with CRISPR’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; and provided, further, that no such consent will be needed with respect to any Sublicense (a) granted to a Third Party to conduct Commercialization activities with respect to a Licensed Agent or Product in [***] (and not any other [***]), (b) any Sublicense granted to a Distributor or other Third Party conducting activities on Vertex’s behalf or (c) any Sublicensee granted to a Third Party to Manufacture Licensed Agent or Product on [***] = 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. 1). Notwithstanding the grant of any Sublicense, Vertex shall remain primarily liable to CRISPR for the performance of all of Vertex’s obligations under, and Vertex’s compliance with all provisions of, this Agreement.

Development and Commercialization Licenses. 7.2.1 License to WCCI in the Field. Subject to the terms and conditions of this Agreement, on a Collaboration Targetincluding, without limitation, Sections 3.7 and 3.9 hereof, Paratek hereby grants (and hereby agrees to cause any of its Affiliates that Controls Licensed Technology, Licensed Patent Rights and/or any interest in Joint Technology or Joint Patent Rights to grant) to WCCI (a) an exclusive (even as to Paratek and its Affiliates, except as provided below, and subject to Section 3.7) royalty-by-Collaboration Target basisbearing license, effective upon Vertexincluding the right to grant sublicenses as provided in Section 7.2.2 below, under Licensed Technology and Licensed Patent Rights and Paratek’s exercise of interest in Joint Technology and Joint Patent Rights, (i) to research, have researched, Develop, have Developed, manufacture and have manufactured Lead Candidates and Backup Compounds that are not Abandoned Compounds in the Option for a particular Collaboration Target Field and in the Territory in accordance with this Agreement; and (ii) to research, CRISPR and, following the Subsidiary Transfer, the CRISPR Subsidiary, grants to Vertex UK and its Affiliates an exclusive (subject to Section 6.1.2(b)), royalty-bearing, license under CRISPR’s and its Affiliates’ interest in the Licensed Technology to Researchhave researched, Develop, Manufacturehave Developed, manufacture, have Manufacturedmanufactured, use, keephave used, sell, distribute for sale, have distributed for sale, offer for sale, have sold, import, export have imported, otherwise Commercialize and Commercialize Licensed Agents and otherwise have Commercialized Products directed to the relevant Collaboration Target in the Field and in the Territory and (such b) an exclusive (even as to Paratek and its Affiliates) royalty-free license, including the “Exclusive License”)right to grant sublicences as provided in Section 7.2.2 below, to research, have researched, develop, have developed, manufacture and have manufactured Paratek Competitive Compounds in the Field and in the Territory. Vertex may grant sublicenses through multiple tiers For the avoidance of sublicense doubt, Paratek grants no right or license under the Licensed Technology or Licensed Patent Rights or Paratek’s interest in Joint Technology and Joint Patent Rights to one WCCI or more Sublicensees its Affiliates to make derivatives of any and all rights granted Backup Compounds, or to Vertex by CRISPR commercialize such derivatives, unless any such derivatives become Lead Candidates and/or unless any such derivative would be deemed to have been Derived from a Product for purposes of Section 1.62. WCCI hereby grants Paratek a non-exclusive, worldwide, royalty-free license under the Exclusive License; provided that Vertex shall only be permitted Licensed Technology and Licensed Patent Rights and Paratek’s interest in Joint Technology and Joint Patent Rights solely to grant a Sublicense perform its obligations under the Backup Compound Research Program, if any, and/or to conduct any Commercialization the Paratek Development activities set forth in the Development Plan with respect to a Licensed Agent or Product [***] with CRISPR’s prior written consentLead Candidates, such consent not to be unreasonably withheldif any. Portions of this Exhibit, conditioned or delayed; and provided, further, that no such consent will be needed with respect to any Sublicense (a) granted to a Third Party to conduct Commercialization activities with respect to a Licensed Agent or Product in [***] (and not any other indicated by the ▇▇▇▇ “[***]), (b) any Sublicense granted to a Distributor or other Third Party conducting activities on Vertex’s behalf or (c) any Sublicensee granted to a Third Party to Manufacture Licensed Agent or Product on [***] = Certain confidential information contained in this document, marked by brackets, has been ,” were omitted and have been filed separately with the Securities and Exchange Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 1). Notwithstanding the grant of any Sublicense, Vertex shall remain primarily liable to CRISPR for the performance of all of Vertex’s obligations under, and Vertex’s compliance with all provisions of, this Agreement.