Common use of Unblocking Licenses Clause in Contracts

Unblocking Licenses. (a) Effective as of the Closing, the Seller, on behalf of itself, Seller Parent and each of its controlled Affiliates, hereby grants to the Buyer a worldwide, non-exclusive, royalty-free, fully-paid up, perpetual, irrevocable, non-transferable (except in accordance with Section 6.4) license, sublicensable through multiple tiers (but subject to Section 1.13(c)), under the Seller Licensed IP to research, develop, manufacture, commercialize (e.g., sell and offer for sale), use and import any MRT Compound used in the MRT Program as of the Closing Date (“Buyer License”). (b) Effective as of the Closing, the Buyer hereby grants to Seller Parent, the Seller and their respective Affiliates a worldwide, non-exclusive, royalty-free, fully-paid up, perpetual, irrevocable, non-transferable (except in accordance with Section 6.4) license, sublicensable through multiple tiers (but subject to Section 1.13(d)), under the Transferred Patents and Transferred Know-How to conduct research on, develop, manufacture, commercialize (e.g., sell and offer for sale), use and import any product (that is not a messenger RNA therapeutic product) for any purpose other than in connection with the MRT Program (“Seller License”). (c) The license granted to the Buyer under the Buyer License shall include the right of the Buyer to grant sublicenses thereunder to any Person. The Buyer shall remain liable to the Seller for all acts or omissions of its sublicensees as if they were acts or omissions of the Buyer under this Agreement. (d) The license granted to the Seller under the Seller License shall include the right of the Seller to grant sublicenses thereunder to any Person. The Seller shall remain liable to the Buyer for all acts or omissions of its sublicensees as if they were acts or omissions of the Seller under this Agreement. (e) Without limiting the express representations and warranties of the parties set forth in Article II and Article III, the Buyer License and Seller License are granted “as is” and the Seller and the Buyer each hereby disclaim any express or implied representations or warranties of any kind with respect to the Buyer License and Seller License, including those regarding merchantability, fitness for a particular purpose or of non-infringement. Except for the Buyer License and Seller License, no other licenses of Intellectual Property are granted to the Buyer or the Seller under this Agreement. (f) The terms and conditions of Section 4.1 shall apply to the Buyer, its Affiliates and sublicensees and their respective Representatives with respect to all confidential or non-public information included in any embodiment of the Seller Licensed IP provided to Buyer, mutatis mutandis (it being understood that, to the extent that any Seller Licensed IP is maintained as a trade secret by the Seller or any of its Affiliates, such terms and conditions shall survive and continue to apply to the Buyer, its Affiliates and sublicensees until such Seller Licensed IP is no longer maintained as a trade secret by the Seller or any of its Affiliates).