Common use of License; Ownership Clause in Contracts

License; Ownership. At the time the Transferring Party provides the Transferred Prothena Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, subject to the terms and conditions of this [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Agreement, the Transferring Party shall grant, and hereby grants, to the Material Receiving Party a non-exclusive license under the Patents and Know-How Controlled by the Transferring Party necessary to use such Transferred Prothena Materials solely for the Purposes. Except as otherwise provided under this Agreement (or a U.S. License Agreement or Global License Agreement, as applicable), all such Transferred Prothena Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, shall only be used by the Material Receiving Party in furtherance of the Purposes, and, subject to Article 11, shall be returned to the Transferring Party or destroyed, in the Transferring Party’s sole discretion, upon the earliest of (i) termination of this Agreement, (ii) completion of the Purposes, or (iii) discontinuation of the use of such Transferred Prothena Materials by the Material Receiving Party. With respect to Transferred Prothena Materials transferred pursuant to Section 2.9.1, the Material Receiving Party shall cause the Transferred Prothena Materials not to be delivered to any Third Party without the prior written consent of the Transferring Party unless such Third Party is a Third Party subcontractor as set forth in Section 2.7.

License; Ownership. At the time the Transferring Party provides the Transferred Prothena Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, subject to the terms and conditions of this [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Agreement, the Transferring Party shall grant, and hereby grants, grants to the Material Receiving Party a non-exclusive license under the Patents and Know-How Controlled by the Transferring Party necessary it to use such Transferred Prothena Materials solely for the PurposesPurpose, and such license, upon the first to occur of termination of this Agreement (subject to Article 11), completion of the Purpose, or discontinuation of the use of such Materials (whichever occurs first), shall automatically terminate. Except as otherwise provided under this Agreement (or a U.S. License Agreement or Global License Agreement, as applicable), all such Transferred Prothena Materials delivered by the Transferring Party to the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Material Receiving Party shall remain the sole property of the Transferring Party, shall only be used by the Material Receiving Party in furtherance of the PurposesPurpose, and, subject to Article 11, and shall be returned to the Transferring Party or destroyed, in the Transferring Party’s sole discretion, upon the earliest of (i) termination of this AgreementAgreement (subject to Article 11), (ii) completion the expiration of the PurposesOption Term with respect to any Collaboration Candidate to which such Materials solely relate, or (iii) upon the discontinuation of the use of such Transferred Prothena Materials by the Material Receiving Party(whichever occurs first). With respect to Transferred Prothena Materials transferred pursuant to Section 2.9.1, the The Material Receiving Party shall not cause the Transferred Prothena Materials not to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring Party unless such Third Party is a Third Party subcontractor as set forth in Section 2.72.6.

License; Ownership. At the time the [***]SM Transferring Party provides the Transferred Prothena [***]SM Materials to the [***]SM Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, subject to the terms and conditions of this [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ]SM Agreement, the [***]SM Transferring Party shall grant, and hereby grants, grants to the [***]SM Material Receiving Party a non-exclusive license under the Patents and Know-How Controlled by the Transferring Party necessary it to use such Transferred Prothena [***]SM Materials solely for the Purposes[***]SM Purpose, and such license, upon termination of this [***]SM Agreement (subject to Article 10), completion of the [***]SM Purpose, or discontinuation of the use of such [***]SM Materials (whichever occurs first), shall automatically terminate. Except as otherwise provided under this Agreement (or a U.S. License Agreement or Global License [***]SM Agreement, as applicable), all such Transferred Prothena [***]SM Materials delivered by the [***]SM Transferring Party to the [***]SM Material Receiving Party shall remain the sole property of the [***]SM Transferring Party, shall only be used by the [***]SM Material Receiving Party in furtherance of the Purposes[***]SM Purpose, and, subject to Article 11, and shall be returned to the [***]SM Transferring Party or destroyed, in the [***]SM Transferring Party’s sole discretion, upon the earliest of (i) termination of this Agreement, [***]SM Agreement (iisubject to Article 10) completion of or upon the Purposes, or (iii) discontinuation of the use of such Transferred Prothena [***]SM Materials by (whichever occurs first), unless such Party has the Material Receiving Party. With respect right to Transferred Prothena Materials transferred continue to use such materials under the Master Collaboration Agreement or a Development & Commercialization Agreement for purposes permitted thereunder, including pursuant to Section 2.9.1, the intellectual property or material transfer agreements executed in connection therewith. The [***]SM Material Receiving Party shall not cause the Transferred Prothena [***]SM Materials not to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the [***]SM Transferring Party unless such Third Party is a Third Party subcontractor as set forth or, in Section 2.7the case of Celgene, a Sublicensee.