Common use of License Back Clause in Contracts

License Back. During the Term, Toray hereby grants and shall continue to grant to Acologix a worldwide, royalty-free, non-exclusive license, with the right to grant and authorize sublicenses, such sublicense right is subject to prior written consent by Toray which consent shall not be unreasonably withheld, under the Licensed-Back Subject Matter, to research, develop, make, have made, import, use, offer for sale, and sell any Products, or otherwise to exploit the Licensed-Back Subject Matter. In the event of any future termination of this Agreement, the Parties agree to negotiate in good faith commercially reasonable terms of a license (exclusive or non-exclusive) to Acologix under any Licensed-Back Subject Matter to research, develop, make, have made, import, use, offer for sale or sell, such license to include the right to grant sublicenses. During the Term, Toray and its Affiliates covenant not to enforce a claim of such Toray Patents within the Licensed-Back Subject Matter against any third party *** Confidential treatment request pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. who obtains a Product, directly or indirectly, from Acologix, an Acologix Affiliate or sublicensee, based on that third party’s use of such Product.