Unblocking License. To ensure that Ablynx and its partners, collaborators and licensees can freely exercise the rights retained by Ablynx under Sections 2.12.2, 2.12.5 and 2.12.7 without infringing any Program Patent Rights, Merck herewith grants to Ablynx a non-exclusive, worldwide, free-of-charge, irrevocable and perpetual license, with the right to sublicense, under all Program Patent Rights (but without the right to assert or enforce any Program Patent Rights except as provided for in Section 7.5 and without the right to use or grant rights under Program Know-How):
Unblocking License. In the event that either (a) the use, practice or exercise by Regeneron (or any of its Affiliates or sublicensees) of any Intellia Intellectual Property in accordance with the licenses expressly granted to Regeneron in accordance with this Agreement or (b) the research, development, making, having made, use, sale, offering for sale, or import by Regeneron (or any of its Affiliates or sublicensees) of a Regeneron Product [***] for use in the Field, pursuant to, and in accordance with, this Agreement, would infringe or misappropriate any Patent Right which is first Controlled by Intellia or its Affiliates after the IP Term and which is not covered by the license grant in Section 6.3, Intellia shall grant, and hereby grants, to Regeneron a non-exclusive, royalty-free, worldwide, sublicensable in multiple tiers (in accordance with Section 7.2(c)) license under such Patent Right solely as necessary to (i) use, practice and exercise the Intellia Intellectual Property in accordance with the licenses expressly granted to Regeneron in accordance with this Agreement and (ii) research, develop, make, have made, use, sale, offer for sale, and import Regeneron Products for use in the Field in accordance with this Agreement, and solely for such purpose. The foregoing license under this Section 6.4 shall automatically terminate on a Regeneron Product-by-Regeneron Product basis simultaneous with the termination of the license under Section 6.3 with respect to such Regeneron Product. [***]
Unblocking License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, royalty-free license in the Territory, with the right to grant sublicenses (subject to the provisions of Section 2.1(d) below), under the Licensor Improvements to research, develop, make, have made, use, have used, sell, offer for sale, import and commercialize Licensed Products in the Field. Notwithstanding the foregoing license grant, Licensor shall have no obligations to transfer to Licensee any such Licensor Improvements.
Unblocking License. In addition to the licenses granted to Pfizer pursuant to Section 3.1.1, during the Term, on a Product-by-Product basis, in the event that [**], Arvinas hereby grants, and Arvinas hereby causes its Affiliates to grant, to Pfizer, subject to the terms and conditions of this Agreement and subject to any preexisting license grants to Third Parties, and to the extent Arvinas is legally able to do so, a fully-paid, non-exclusive, royalty-free, sublicensable license during the Term under such issued Patent Right for Pfizer to use, have used, Develop, have Developed, Manufacture, have Manufactured, Commercialize, have Commercialized and otherwise exploit Compounds and Products in accordance with this Agreement.
Unblocking License. It is possible that Customer may develop an invention through the use of the Markforged Technology that is or includes an improvement to the Markforged IP and that the related patent claims will be infringed by the manufacture, use, sale, offer for sale or importing of Markforged’s existing or future products or services. Both Customer and Markforged agree that it is not the intent for Customer to use the Markforged Technology and, as a result, restrict Markforged from running its business. Therefore, Customer hereby grants to Markforged and its customers a fully paid-up, royalty-free, worldwide, non-exclusive, irrevocable, sublicensable, transferable right and license under any patent rights issued to, obtained by, developed by or acquired by Customer that (a) are derived from and/or improve upon the Markforged IP; (b) are developed in connection with using the Markforged Technology and (c) are directed to 3D printing equipment or software, uses thereof or printing materials thereof. For the avoidance of doubt, Customer retains ownership of all such patent rights and only grant the foregoing license to Markforged and its customers to the extent each of the foregoing clauses (a)-(c) is satisfied.
Unblocking License. In the event that either the use, manufacturing (including making and having made) or Commercialization (including sell, offer for sale, import and export) by Merck of a particular Optioned Compound or Optioned Product (in each case in the form in which such Optioned Compound or Optioned Product was provided by NGM to Merck pursuant to this Agreement) in the Field in the Territory pursuant to this Agreement, would infringe during the Term a claim of an issued Patent Right which is Controlled by NGM or its Affiliates (subject to Section 14.3) and which is not covered by the grant in Section 5.4.1, NGM hereby grants, and NGM shall cause its Affiliates (subject to Section 14.3) to grant, to Merck, subject to the terms and conditions of this Agreement and subject to any exclusive license grants to Third Parties (which license grants occurred prior to initiation of the first Phase 2 Clinical Trial of the relevant Optioned Compound or Optioned Product), a non-exclusive, with the right to grant and authorize sublicenses in accordance with Section 5.4.3, royalty-free license in the Territory during the Term under such issued Patent Right for Merck and its Related Parties to use, manufacture (including the making and having made) or Commercialize (including selling, offering for sale, importing and exporting) Commercialize Optioned Compounds and Optioned Products in the Field in the Territory.
Unblocking License. In the event that use, manufacturing (including making and having made) or Commercialization (including sell, offer for sale, import and export) by Merck, or Merck’s Related Parties of a particular Small Molecule Collaboration Compound or Small Molecule Product in the Field in the Territory pursuant to this Agreement, would infringe during the Term a claim of an issued Patent Right which is Controlled by NGM or its Affiliates (subject to Section 14.3) and which is not covered by the grant in Section 6.1.1 or 6.1.2, NGM hereby grants, and NGM shall cause its Affiliates (subject to Section 14.3) to grant, to Merck, subject to the terms and conditions of this Agreement and subject [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to any exclusive license grants to Third Parties (which license grants occurred prior to initiation of the first Phase 2 Clinical Trial of the relevant Small Molecule Collaboration Compound or Small Molecule Product) a non-exclusive, with the right to grant and authorize sublicenses in accordance with Section 6.1.4, royalty-free license in the Territory during the Term under such issued Patent Right to use, manufacture (including making and having made) or Commercialize (including selling, offering for sale, importing and exporting) such Small Molecule Collaboration Compound in the Field in the Territory.
Unblocking License. 7.4.1 Subject to Section 7.4.2, Sanofi hereby grants Regulus a worldwide, royalty-free, nonexclusive license, with the right to grant sublicenses, under any Sanofi Blocking Patent to Research, Develop, make, have made, use, gain Approval, Commercialize, sell, offer for sale, have sold, export and import microRNA Compounds that are neither Licensed Compounds under the Collaboration Agreement nor Option Compounds being Developed or Commercialized by Sanofi under this Agreement (“Regulus Collaborator Compounds”). The license granted pursuant to this Section 7.4.1 is hereinafter referred to as the “Unblocking License”.
Unblocking License. In the event that NESTLE reasonably determines, ------------------ in its sole discretion, that a license is required from any third party in order for NESTLE to make, use or sell Licensed Products, the royalties payable to MEDJET under this Section 3.01 shall be reduced accordingly. The provisions of this Section 3.01(c) shall not apply to any changes to the Licensed Products made by NESTLE unless such change(s) were require to make the Licensed Product meet the specification on attached Exhibit A.
Unblocking License. Seller, on behalf of itself and its Affiliates, hereby grants to Purchaser and its Affiliates a perpetual, non-exclusive, royalty-free, fully paid-up, worldwide license (with the right to grant sublicenses through multiple tiers) under the Background IP that is necessary or useful to Exploit all Royalty Products and the Purchased Assets. Subject to Section 2.5(c), this license is assignable or sub-licensable through multiple tiers, in whole or in part, to any Third Party in a Rights Transfer Event pursuant to Section 8.4(b).
