Reversion License. Licensee hereby grants to Licensor an exclusive, royalty free and worldwide license under Licensee IP to Develop, make, have made, use, sell, offer for sale, import and otherwise Commercialize the Products in the Field, which license shall become effective only upon the termination of this Agreement.
Reversion License. Effective upon any of the events set forth in Section 2.13.1 with respect to a Lapsed Program, Celgene hereby grants to Vividion a non-exclusive, non-transferable (except as set forth in Section 2.4.4 or Section 12.4.1), worldwide right and license in the Field with the right to grant sublicenses, under Celgene’s rights in Celgene Collaboration Intellectual Property and Joint Collaboration IP, to Develop, Manufacture or Commercialize Program Compounds or Program Products under such Lapsed Program; provided that, for this purpose, “Celgene Collaboration Intellectual Property” means Celgene Collaboration Intellectual Property only to the extent that it is actually used in such Lapsed Program prior to the applicable reversion set forth in this Section 2.13 and in no case includes any Celgene CCB Program IP; provided further that the foregoing license under this Section 2.13.2 shall be exclusive (even as to Celgene except as provided in an executed Development & Commercialization Agreement) with respect to the applicable Lapsed Program to the extent of claims within the Patents included in the Celgene Collaboration Intellectual Property and Joint Collaboration IP that Cover a composition of matter of any Program Compound or Program Product in such Lapsed Program. Vividion shall not owe royalties or milestones with respect to any license in this Section 2.13.2, but Vividion shall be solely responsible for any payments owed by Celgene to any Third Party licensors of Celgene Collaboration Intellectual Property or Joint Collaboration IP, and shall be responsible for complying with the terms of any license agreements with such third Party licensors, in either case, directly related to Vividion’s exercise of such licenses.
Reversion License. (a) Sobi (i) hereby grants to Apellis, effective upon the termination of this Agreement in the Terminated Territory, an exclusive, freely sublicensable (through multiple tiers), royalty-bearing (solely as set forth in as set forth below in this Section 15.2.2(a) (Reversion License)), perpetual, irrevocable license under the Sobi Technology and (ii) shall, at Apellis’ written request, negotiate with Apellis in good faith a non-exclusive, freely sublicensable (through multiple tiers), royalty-bearing license under any Sobi Intellectual Property (other than the Sobi Technology) that is necessary or useful to Exploit Products (as such Products exist as of the effective date of termination) in the Terminated Territory (all Sobi Technology and other Intellectual Property licensed under clauses (i) and (if applicable) (ii), collectively, the “Reversion Technology”) to Exploit the Products in the Terminated Territory. If Apellis elects in writing to obtain a royalty-bearing license as described in clause (ii) above, the Parties will discuss in good faith via their respective Executive Officers to agree on the extent of such license and an equitable royalty payable by Apellis to Sobi to reflect the value of the applicable Sobi Intellectual Property upon the effective date of such termination. Solely in the event that, following a Change of Control of Apellis, this Agreement is terminated by Sobi for Apellis’ or its successor’s material breach of this Agreement pursuant to Section 14.2.1 (Breach by Apellis), then Apellis’ license to the Sobi Technology under Section 15.2.2(a)(i) (Reversion License) shall bear a royalty of [**] percent ([**]%) of “Net Sales,” as defined in this Agreement, mutatis mutandis, in the Terminated Territory in a manner analogous to that set forth in Section 9.5 (Royalty Payments) (except that Section 9.5.3(b) (Royalty Reduction) and Section 9.5.4 (Expiration of Royalty Term) shall not apply) and Sections 9.7 (Taxes and Withholding) through 9.12 (Financial Audits), mutatis mutandis, with the term of such royalty for the Products in each country being ten (10) years from the later of (a) the effective date of termination and (b) the date of First Commercial Sale of the first Product in such country. For clarity, any Sobi Technology or other Intellectual Property resulting from Sobi’s Unilateral Development Activities shall only be included in the Reversion Technology if Apellis opts to obtain rights therefore in accordance with Section 4.4.4(...
Reversion License. 13.6.2.1. Effective upon the date of termination of this Agreement in case of termination by Eureka pursuant to Section 13.3.1.1, 13.4 or 13.5 or termination by Licensee pursuant to Section 13.2, 13.3.1.2 or 13.4, subject to the terms of this Section 13.6.2, Licensee, on behalf of itself and its Affiliates, hereby grants (without any further subsequent action required on the part of Licensee or Eureka) to Eureka and its Affiliates, an irrevocable, perpetual, worldwide license, with the right to grant sublicenses through multiple tiers, under the Licensee Agreement Technology and Licensee’s interest in the Joint Agreement Technology to Exploit products anywhere in the world (the “Reversion License”), where, at Eureka’s election specified in a written notice to Licensee no later than 120 days after, as applicable, the date of Eureka’s notice of termination to Licensee pursuant to Section 13.3.1.1, 13.4 or 13.5 or the date of Eureka’s receipt of Licensee’s notice pursuant to Section 13.2, 13.3.1.2 or 13.4, the Reversion License will be either (i) non-exclusive, royalty-free and fully paid-up, or (ii) exclusive and, except if granted following Eureka’s termination pursuant to Section 13.3.1.1 or 13.5, royalty-bearing, provided that, in the event that Eureka fails to send such written notice to Licensee within such 120-day period, the Reversion License for the Licensee Agreement Technology and Licensee’s interest in the Joint Agreement Technology by default will be non-exclusive, royalty-free and fully paid-up.
Reversion License. In the event of a termination of the License Agreement by the Company that is permitted hereunder, or a termination thereof by Sobi, the Company shall, and shall cause the applicable Company Entities to exercise its rights to obtain the “Reversion License” (as defined in the License Agreement) and enforce any of its rights under the terminated License Agreement that survive the termination or expiration thereof. In the event that, following entry into of a Reversion License, any of the Company Entities enters into any sale, license, transfer or other disposition agreement with a third party that provides for the development and commercialization of SEL-212 (a “New Applicable Agreement”), the Company shall, and shall cause the applicable Company Entities to, comply with the provisions of this CVR Agreement in connection with the License Agreement, as the case may be, and references herein to the License Agreement shall be deemed to be references to the substitute New Applicable Agreement thereto, and the Company’s rights and obligations under this CVR Agreement in respect of the License Agreement (including with respect to Distributions of any payments made thereunder to the Holders of CVRs) shall apply in respect of its rights and obligations under the New Applicable Agreement, mutatis mutandis; provided that any references herein to milestones payable under specific sections of the License Agreement shall instead apply more generally to any milestones payable under the New Applicable Agreement (without reference to specific sections), and without any further actions required to amend this CVR Agreement.
Reversion License. Effective upon the event set forth in Section 2.15.1 with respect to an E3 Ligase Binder Ligand, Celgene hereby grants to Vividion a non-exclusive, worldwide right and license in the Field with the right to grant sublicenses (subject to Section 5.1.4), under Celgene’s rights in Celgene Collaboration Intellectual Property and Joint Collaboration IP, to Develop, Manufacture or Commercialize Binder Program Products associated with such E3 Ligase Binder Ligand; provided that, for this purpose, “Celgene Collaboration
Reversion License. Effective as of the date of expiration of the Wind-down Period, Licensee hereby grants (without any further action required on the part of Licensor) to Licensor, a royalty-free, fully paid, exclusive, worldwide, irrevocable, perpetual license, with the right to grant sublicenses through multiple tiers, under the Reversion Technology (including all Improvements), solely to Develop, Manufacture, and Commercialize Licensed Products throughout the world (the “Reversion License”). In the case of Combination Products, the Reversion License will not extend to [***]. In addition, if the Reversion Technology includes Third Party Technology, then no later than [***] after the effective date of the termination, Licensee shall notify Licensor in writing (a “Third Party Technology Notice”), including a description of such Third Party Technology and of all Pass-Thru Obligations owing to the applicable Third Party Licensor with respect to such Third Party Technology (as such terms are defined in Section 2.8 above). The Third Party Technology Notice shall be accompanied by a copy of the relevant license or other agreement with the applicable Third Party Licensor, [***] (such license or other relevant agreement, the “Third Party Technology Reversion Agreement”). Any dispute between the Parties regarding the Pass-Thru Obligations shall be determined pursuant to Section 12.11 below. To the extent Licensor wishes to receive a license to such Third Party Technology for use in connection with the Development, Manufacture or Commercialization of Licensed Products throughout the world, it shall so notify Licensee in writing (such notice, the “Reversion In-License Notice”). Upon receipt of the Reversion In-License Notice, Licensee shall grant (and hereby grants) a license or sublicense under the Third Party Technology to Licensor to use and exploit the same in connection with the Development, Manufacture or Commercialization of Licensed Products in such territories to which Licensee has such rights with respect to Licensed Products, subject to the same limitations and restrictions as apply to such use by Licensee in such territories under the Third Party Technology Reversion Agreement (the “Pass-Thru Reversion License”). If requested by Licensor, Licensee and Licensor shall prepare in good faith and promptly execute a written agreement codifying the terms of the Pass-Thru Reversion License, or as mutually agreed, work to put in place a separate agreement between the applicable Thi...
Reversion License. Effective upon either (a) the date of termination of this Agreement in case of termination by Sage pursuant to Section 14.4.1.1 (Material Breach) or Section 14.5 107
Reversion License. 14.2.1 With respect to each Terminated Territory, Licensee will grant, and effective as of the applicable effective date of termination hereby grants, to Agenus and its Affiliates (a) (i) [**] and (ii) [**], in each case ((i) and (ii)), to [**]; (b) [**]; and (c) [**] (such license grants, the “Reversion License”), which Reversion License shall be [**].
Reversion License. (i)If Ichnos terminates this Agreement pursuant to Section 11.2(b), then, upon the written request of Ichnos within [**] after the effective date of such termination, [**] (collectively, ((A) and (B)), the “Astria Foreground Intellectual Property”).
