Common use of License Grants Clause in Contracts

License Grants. Subject to the terms of this Agreement, Ipsen, for and on behalf of itself and all of its Affiliates, hereby grants to Licensee and its Affiliates the following rights (the “Licensed Rights”): - an exclusive (even as to Ipsen and its Affiliates) right and license in all countries of the Territory, under the Ipsen Technology and the Ipsen Joint Technology Rights, to research, develop, register, use, make, have made, import, export, market, distribute, offer for sale and sell Licensed Product in the Territory for any and all uses and fields of use (it being understood and agreed that, notwithstanding the foregoing exclusive grant to Licensee, Licensee hereby authorizes and consents to the exercise by Ipsen and its Affiliates of any and all rights under the Ipsen Technology and the Ipsen Joint Technology Rights if and to the extent necessary for the sole purpose of Ipsen performing its obligations under this Agreement), and - a non-exclusive right and license in all countries of the Territory under the Ipsen [ ]* Patent Rights (to the extent that the Ipsen [ ]* Patent Rights are not included within the Ipsen Patent Rights) to research, develop, register, use, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. make, have made, import, export, market, distribute, offer for sale and sell Licensed Product in the Territory for any and all uses and fields of use, and - a non-exclusive right and license in all countries of the Territory, under the Ipsen Future Technology, to research, develop, register, use, make, have made, import, export, market, distribute, offer for sale and sell Licensed Product in the Territory for any and all uses and fields of use.

License Grants. (a) Subject to the terms and conditions of this Agreement, Ipsenthe LifeCycle Agreement, for and on behalf of itself and all of its Affiliatesthe Impax Sublicense Agreement, Shore hereby grants to Licensee and its Affiliates the following rights Santarus: (the “Licensed Rights”): - i) an exclusive (even as to Ipsen and its Affiliates) Shore), royalty-bearing, license, with the right and license in all countries of the Territoryto grant sublicenses (subject to Section 2.2), under the Ipsen Technology and the Ipsen Joint Technology RightsLicensed Technology, to researchmarket, develop, registerimport, use, sell, offer for sale and otherwise Commercialize Licensed Products in the Field in the Territory; (ii) a worldwide, non-exclusive, royalty-bearing, license, with the right to grant sublicenses (subject to Section 2.2), under the Licensed Technology, to Develop and Manufacture the Licensed Products solely as necessary for obtaining Regulatory Approval in, or for Commercialization in, the Field in the Territory; ***Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (iii) an exclusive (even as to Shore), royalty-bearing, license, with the right to grant sublicenses (subject to Section 2.2), under the Shionogi Technology, to market, import, use, sell, offer for sale and otherwise Commercialize Licensed Products in the Field in the Territory; and (iv) a worldwide, non-exclusive, royalty-bearing, license, with the right to grant sublicenses (subject to Section 2.2), under the Shionogi Technology, to Develop and Manufacture the Licensed Products solely as necessary for obtaining Regulatory Approval in, or for Commercialization in, the Field in the Territory. For clarity, rights to Manufacture or Develop Licensed Products outside the Territory are granted to Santarus to the extent such rights are granted to CHRP and/or Shore. (b) Santarus acknowledges that Shore has entered into the Impax Sublicense Agreement prior to the date hereof, which agreement grants to Impax certain rights under the Licensed Patents in the Territory. Shore has delivered to Santarus true, correct and complete copies of the Impax Sublicense Agreement and the Impax Settlement Agreement. (c) Subject to the terms and conditions of this Agreement, the LifeCycle Agreement and the Impax Sublicense Agreement, CHRP hereby grants to Santarus an exclusive (even as to CHRP with respect to Commercialization), royalty-free, license, with the right to grant sublicenses (subject to Section 2.2), under any Joint Inventions and Joint Patents, to make, have made, market, import, exportuse, market, distributesell, offer for sale and sell otherwise Develop, Manufacture and Commercialize Licensed Product in the Territory for any and all uses and fields of use (it being understood and agreed that, notwithstanding the foregoing exclusive grant to Licensee, Licensee hereby authorizes and consents to the exercise by Ipsen and its Affiliates of any and all rights under the Ipsen Technology and the Ipsen Joint Technology Rights if and to the extent necessary for the sole purpose of Ipsen performing its obligations under this Agreement), and - a non-exclusive right and license in all countries of the Territory under the Ipsen [ ]* Patent Rights (to the extent that the Ipsen [ ]* Patent Rights are not included within the Ipsen Patent Rights) to research, develop, register, use, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. make, have made, import, export, market, distribute, offer for sale and sell Licensed Product in the Territory for any and all uses and fields of use, and - a non-exclusive right and license in all countries of the Territory, under the Ipsen Future Technology, to research, develop, register, use, make, have made, import, export, market, distribute, offer for sale and sell Licensed Product in the Territory for any and all uses and fields of useProducts.

License Grants. Subject to the terms of this Agreement, Ipsen, for and on behalf of itself and all of its Affiliates, hereby grants to Licensee and its Affiliates the following rights (the “Licensed Rights”): - an exclusive (even as to Ipsen and its Affiliates) right and license in all countries of the Territory, under the Ipsen Technology and the Ipsen Joint Technology Rights, to research, develop, register, use, make, have made, import, export, market, distribute, offer for sale and sell Licensed Product in the Territory for any and all uses and fields of use (it being understood and agreed that, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. notwithstanding the foregoing exclusive grant to Licensee, Licensee hereby authorizes and consents to the exercise by Ipsen and its Affiliates of any and all rights under the Ipsen Technology and the Ipsen Joint Technology Rights if and to the extent necessary for the sole purpose of Ipsen performing its obligations under this Agreement), and - a non-exclusive right and license in all countries of the Territory under the Ipsen [ ]* Patent Rights (to the extent that the Ipsen [ ]* Patent Rights are not included within the Ipsen Patent Rights) to research, develop, register, use, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. make, have made, import, export, market, distribute, offer for sale and sell Licensed Product in the Territory for any and all uses and fields of use, and - a non-exclusive right and license in all countries of the Territory, under the Ipsen Future Technology, to research, develop, register, use, make, have made, import, export, market, distribute, offer for sale and sell Licensed Product in the Territory for any and all uses and fields of use.

License Grants. Subject to i. During the terms of this AgreementTerm, Ipsen, for and on behalf of itself and all of its Affiliates, MODERNA hereby grants to Licensee and its Affiliates LONZA a fully paid-up, non- exclusive license, without the following rights (the “Licensed Rights”): - an exclusive (even as right to Ipsen and its Affiliates) right and license in all countries of the Territorygrant sublicenses, under the Ipsen Technology and the Ipsen Joint Technology Rights, to research, develop, register, use, make, have made, import, export, market, distribute, offer for sale and sell Licensed Product in the Territory for any and all uses MODERNA Technology, MODERNA Manufacturing Know-How, and fields MODERNA Improvements that are necessary for LONZA to perform its obligations under this Agreement for the sole and limited purpose of use (it being understood and agreed that, notwithstanding the foregoing exclusive grant to Licensee, Licensee hereby authorizes and consents to the exercise by Ipsen and LONZA’s performance of its Affiliates of any and all rights obligations under the Ipsen Technology this Agreement and the Ipsen Joint Technology Rights relevant Statements of Work, including, without limitation, the development of the Process (if and to the extent necessary applicable in the relevant Statements of Work) and the Manufacture of Product for MODERNA as set forth in the sole purpose relevant Statements of Ipsen performing its obligations Work. Except as set forth in this Section 11.2.1, Lonza shall not by virtue of this Agreement acquire any right, license or title in or to any MODERNA Technology, MODERNA Manufacturing Know-How, MODERNA Improvements, Products or Process. ii. LONZA hereby grants to MODERNA a non-exclusive, world-wide, fully paid-up, perpetual, transferable (subject to the assignment provisions) license, including the right to grant sublicenses, under the LONZA Technology and LONZA Improvements, to use, sell, offer to sell, import and export the Product Manufactured under this Agreement), including any Statement of Work. In the event and - a non-exclusive right and license in all countries of the Territory under the Ipsen [ ]* Patent Rights (to the extent that the Ipsen [ ]* Patent Rights Services or the Process incorporates, uses or contains non-commercially available LONZA Technology or LONZA Improvements that are not included within the Ipsen Patent Rights) specifically agreed to research, develop, register, use, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. make, have made, import, export, market, distribute, offer for sale and sell Licensed Product by MODERNA in the Territory relevant Statement of Work and that would be necessary for any MODERNA or a Third Party contract manufacturer to Manufacture Products or would otherwise require MODERNA to obtain a license to the non-commercially available LONZA Technology or LONZA Improvements , LONZA hereby grants to MODERNA and all uses and fields of use, and - its Affiliates a non-exclusive exclusive, worldwide, fully paid-up, perpetual, irrevocable, transferable license (subject to the assignment provisions), including the right and license in all countries of the Territoryto grant sublicenses, under the Ipsen Future Technologysuch non- commercially available LONZA Technology or LONZA Improvements that are incorporated, to research, develop, register, use, make, have made, import, export, market, distribute, offer for sale and sell Licensed Product used or contained in the Territory Services or Process to Manufacture (or have Manufactured) Products (but no other products). For clarity LONZA will use its operating documents and standard operating procedures (“LONZA Operating Documents”) in performing the Services but LONZA Operating Documents are not necessary for any MODERNA or a third party contract manufacturer to manufacture Product as it is assumed that MODERNA or a third party contract manufacturer would have its own operating documents and all uses and fields of usestandard operating procedures. LONZA Operating Documents will not be provided in a technology transfer to MODERNA or a third party contract manufacturer for manufacturing Product.

License Grants. Subject to the terms and conditions of this Agreement, Ipsen, for and on behalf of itself and all of its Affiliates, hereby Memory grants to Licensee Amgen the sole and its Affiliates exclusive license, including the following rights (the “Licensed Rights”): - an exclusive (even as right to Ipsen and its Affiliates) right and license in all countries of the Territorygrant sublicenses pursuant to Section 2.2, under the Ipsen Technology and the Ipsen Joint Technology Memory Patent Rights, the Memory Know-How, the Memory Inventions and Memory Technology to perform Amgen's responsibilities under the Research Collaboration and to research, develop, register, use, make, have made, import, export, market, distributeuse, offer for sale sale, sell, have sold, import, export or otherwise exploit, or transfer possession of or title in, Compounds and sell Licensed Product Products in the Territory for any and all uses and fields of use (it being understood and agreed that, notwithstanding in the foregoing exclusive grant to Licensee, Licensee hereby authorizes and consents Field. Subject to the exercise by Ipsen terms and its Affiliates conditions of any and all rights under the Ipsen Technology and the Ipsen Joint Technology Rights if and this Agreement, Memory grants to the extent necessary for Amgen the sole purpose of Ipsen performing and exclusive license, including the right to grant sublicenses pursuant to Section 2.2, under its obligations under this Agreement), and - a non-exclusive right and license joint interest in all countries of the Territory under the Ipsen [ ]* Joint Patent Rights (other than with respect to General Inventions) to perform Amgen's responsibilities under the extent that the Ipsen [ ]* Patent Rights are not included within the Ipsen Patent Rights) Research Collaboration and to research, develop, register, use, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. make, have made, import, export, market, distribute, offer for sale and sell Licensed Product in the Territory for any and all uses and fields of use, and - a non-exclusive right and license in all countries of the Territory, under the Ipsen Future Technology, to research, develop, register, use, make, have made, import, export, market, distributeuse, offer for sale sale, sell, have sold, import, export or otherwise exploit, or transfer possession of or title in, Compounds and sell Licensed Product Products in the Territory for use in the Field. Subject to the terms and conditions of this Agreement, Memory grants to Amgen the sole and exclusive license, including the right to grant sublicenses pursuant to Section 2.2, under its joint interest in Collaboration Technology to research, develop, make, have made, use, offer for sale, sell, have sold, import, export or otherwise exploit, or transfer possession of or title in, products solely to the extent related to PDE10; PROVIDED, HOWEVER, that Memory and Amgen shall each have the non-exclusive right (including the right to grant sublicenses) under the Collaboration Technology to research, develop, make, have made, use, offer for sale, sell, have sold, import, export or otherwise exploit, or transfer possession of or title in, products except solely to the extent related to PDE10. During the Agreement Term, subject to the terms and conditions of this Agreement, Memory grants to Amgen a worldwide, fully paid-up, royalty-free, non-exclusive license, including the unrestricted right to grant sublicenses, under the Memory Inventions, and all intellectual property rights to the extent relating thereto, for any and all uses purposes. Upon expiration or termination of this Agreement, subject to the terms and fields conditions of usethis Agreement (including Section 12.1), Memory grants to Amgen and its Affiliates a worldwide, fully paid-up, royalty-free, non-exclusive license, with no right to grant sublicenses or assign such license, under the Memory Inventions to the extent relating to Memory compounds consisting of PDE10 inhibitors or modulators, including Memory Compounds and all intellectual property rights to the extent relating thereto solely for internal research purposes (the "RESEARCH LICENSE"), and Memory grants to Amgen and its Affiliates a worldwide, fully paid-up, royalty-free, non-exclusive license, including the unrestricted right to grant sublicenses, under any other Memory Invention (including General Inventions), and all intellectual property rights to the extent relating thereto, for any and all purposes. Amgen's right to use Memory's pre-existing technology and all intellectual property rights relating thereto pursuant to the licenses granted under this Section 2.1 shall be limited solely to Amgen's and its Affiliates' and sublicensees' use in connection with activities under this Agreement related to PDE10. Pursuant to the licenses granted under this Section 2.1, Amgen shall have exclusive rights to all technology and all intellectual [*] CONFIDENTIAL TREATMENT IS REQUESTED property rights to the extent relating thereto developed solely or jointly by Memory during the Research Collaboration for use solely in connection with activities under this Agreement related to PDE10, including Memory Inventions and Collaboration Technology, and non-exclusive rights relating thereto for activities unrelated to PDE10. Further, nothing in this Agreement shall limit the right of Memory to use Memory Know-How (including the Memory Screening Technology, but excluding Memory Inventions pursuant to which Amgen has been granted an exclusive license under the first paragraph of this Section 2.1) for any purpose except solely to the extent related to researching, developing, making, having made, using, offering for sale, selling, having sold, importing, exporting or otherwise exploiting, or transferring possession of or title in, Compounds and Products in the Territory for use in the Field.

License Grants. Subject to i. During the terms of this AgreementTerm, Ipsen, for and on behalf of itself and all of its Affiliates, MODERNA hereby grants to Licensee and its Affiliates LONZA a fully paid-up, non- exclusive license, without the following rights (the “Licensed Rights”): - an exclusive (even as right to Ipsen and its Affiliates) right and license in all countries of the Territorygrant sublicenses, under the Ipsen Technology and the Ipsen Joint Technology Rights, to research, develop, register, use, make, have made, import, export, market, distribute, offer for sale and sell Licensed Product in the Territory for any and all uses MODERNA Technology, MODERNA Manufacturing Know-How, and fields MODERNA Improvements that are necessary for LONZA to perform its obligations under this Agreement for the sole and limited purpose of use (it being understood and agreed that, notwithstanding the foregoing exclusive grant to Licensee, Licensee hereby authorizes and consents to the exercise by Ipsen and LONZA’s performance of its Affiliates of any and all rights obligations under the Ipsen Technology this Agreement and the Ipsen Joint Technology Rights relevant Statements of Work, including, without limitation, the development of the Process (if and to the extent necessary applicable in the relevant Statements of Work) and the Manufacture of Product for MODERNA as set forth in the sole purpose relevant Statements of Ipsen performing its obligations Work. Except as set forth in this Section 11.2.1, Lonza shall not by virtue of this Agreement acquire any right, license or title in or to any MODERNA Technology, MODERNA Manufacturing Know-How, MODERNA Improvements, Products or Process. ii. LONZA hereby grants to MODERNA a non-exclusive, world-wide, fully paid-up, perpetual, transferable (subject to the assignment provisions) license, including the right to grant sublicenses, under the LONZA Technology and LONZA Improvements, to use, sell, offer to sell, import and export the Product Manufactured under this Agreement), including any Statement of Work. In the event and - a non-exclusive right and license in all countries of the Territory under the Ipsen [ ]* Patent Rights (to the extent that the Ipsen [ ]* Patent Rights Services or the Process incorporates, uses or contains non-commercially available LONZA Technology or LONZA Improvements that are not included within the Ipsen Patent Rights) specifically agreed to research, develop, register, use, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. make, have made, import, export, market, distribute, offer for sale and sell Licensed Product by MODERNA in the Territory relevant Statement of Work and that would be necessary for any and all uses and fields of use, and - MODERNA or a Third Party contract manufacturer to Manufacture Products or would otherwise require MODERNA to obtain a license to the non-exclusive commercially available LONZA Technology or LONZA Improvements , LONZA hereby grants to MODERNA and its Affiliates a non- exclusive, worldwide, fully paid-up, perpetual, irrevocable, transferable license (subject to the assignment provisions), including the right and license in all countries of the Territoryto grant sublicenses, under the Ipsen Future Technologysuch non- commercially available LONZA Technology or LONZA Improvements that are incorporated, to research, develop, register, use, make, have made, import, export, market, distribute, offer for sale and sell Licensed Product used or contained in the Territory Services or Process to Manufacture (or have Manufactured) Products (but no other products). For clarity LONZA will use its operating documents and standard operating procedures (“LONZA Operating Documents”) in performing the Services but LONZA Operating Documents are not necessary for any MODERNA or a third party contract manufacturer to manufacture Product as it is assumed that MODERNA or a third party contract manufacturer would have its own operating documents and all uses and fields of usestandard operating procedures. LONZA Operating Documents will not be provided in a technology transfer to MODERNA or a third party contract manufacturer for manufacturing Product.