EX-PROGRAM PRODUCTS Clause Samples
The EX-PROGRAM PRODUCTS clause defines the terms and conditions under which products that were previously part of a program, but are no longer included, are handled. Typically, this clause outlines the rights and obligations of the parties regarding support, updates, or continued use of these products after their removal from the program. For example, it may specify whether the customer can continue to use the product, receive maintenance, or must discontinue use. The core function of this clause is to clarify the status and treatment of products that have exited a program, thereby preventing disputes and ensuring both parties understand their ongoing responsibilities.
EX-PROGRAM PRODUCTS. Subject to the terms and conditions of this Agreement and any applicable Burdened Technology Obligations, and on a Scientifically-Qualified Target-by-Scientifically-Qualified Target basis, Aventis hereby grants to Millennium a worldwide, non-exclusive, non-royalty-bearing license under Aventis' rights to the Program Intellectual Property (excluding the Aventis Research Program Chemistry Intellectual Property), to use Scientifically-Qualified Targets to identify, evaluate and optimize Small Molecules [**]; PROVIDED, HOWEVER, that with respect to each Scientifically- Qualified Target, such license shall be limited to (i) know-how disclosed to Millennium prior to the date such target is designated a Scientifically- Qualified Target, (ii) Patent Rights which exist as of the date such target is designated a Scientifically-Qualified Target, and (iii) any claim of a patent which (A) claims priority from a patent application within Patent Rights which exists as of the date such target is designated a Scientifically-Qualified Target and (B) is adequately supported in such application from, which it claims priority to satisfy the requirements of 35 U.S.C. 112. Such license shall further include the right to grant sublicenses to Affiliates of Millennium and to Third Parties in accordance with the terms set forth in Section 7.2.5.
EX-PROGRAM PRODUCTS. Subject to the terms and conditions of this Agreement and any applicable Burdened Technology Obligations, and on an Ex-Program Product-by-Ex-Program Product basis, Millennium hereby grants to Aventis a worldwide, non-exclusive, royalty-bearing license, under Millennium's rights to the Program Intellectual Property (excluding the Millennium Research Program Chemistry Intellectual Property), to Commercialize Ex-Program Products [**] in the Territory; PROVIDED, HOWEVER, that, with respect to each Ex-Program Product, such license shall be limited Confidential Materials omitted and filed with the Securities and Exchange Commission. Asterisks denote omissions. to (i) know-how disclosed to Aventis prior to the date the target used to identify, evaluate, optimize and/or Develop such Ex-Program Product is designated a Scientifically-Qualified Target, (ii) Patent Rights which exist as of the date the target used to identify, evaluate, optimize and/or Develop such Ex-Program Product is designated a Scientifically-Qualified Target, and (iii) any claim of a patent which (A) claims priority from a patent application within Patent Rights which exists as of the date the target used to identify, evaluate, optimize and/or Develop such Ex-Program Product is designated a Scientifically-Qualified Target, and (B) in adequately supported in such application from which it claims priority to satisfy the requirements of 35 U.S.C. 112. Such license shall further include the right to grant sublicenses to Affiliates of Aventis and to Third Parties in accordance with the terms set forth in Section 7.2.5.
EX-PROGRAM PRODUCTS. Subject to the terms and conditions of this Agreement and any applicable Burdened Technology Obligations, and on an Ex-Program Product-by-Ex-Program Product basis, Aventis hereby grants to Millennium a worldwide, non-exclusive, royalty-bearing license, under Aventis' rights to the Program Intellectual Property (excluding the Aventis Research Program Chemistry Intellectual Property), to Commercialize Ex-Program Products [**] in the Territory; PROVIDED, HOWEVER, that with respect to each Ex-Program Product, such license shall be limited to (i) know-how disclosed to Millennium prior to the date the target used to identify, evaluate, optimize and/or Develop such Ex-Program Product is designated a Scientifically-Qualified Target, (ii) Patent Rights which exist as of the date the target used to identify, evaluate, optimize and/or Develop such Ex-Program Product is designated a Scientifically-Qualified Target, and (iii) any claim of a patent which (A) claims priority from a patent application within Patent Rights which exists as of the date the target used to identify, evaluate, optimize and/or Develop such Ex-Program Product is designated a Scientifically-Qualified Target, and (B) is adequately supported in such application from which it claims priority to satisfy the requirements of 35 U.S.C. 112. Such license shall further include the right to grant sublicenses to Affiliates of Millennium and to Third Parties in accordance with the terms set forth in Section 7.2.5.
EX-PROGRAM PRODUCTS. The Party that Commercializes an Ex-Program Product based upon an SQT Covered by any intellectual property Controlled by the other Party shall pay a royalty of [**] % of Net Sales of such Ex-Program Product to the other Party. Royalties shall be payable, on a country-by-country basis, for [**] years after the First Commercial Sale of such Ex-Program Product in such country. The royalty rate set forth in this subsection 8.3.4, and the royalties payable under this subsection, shall not be subject to any reductions, deductions or offsets of any kind. Confidential Materials omitted and filed with the Securities and Exchange Commission. Asterisks denote omissions.