Common use of Abx Products Clause in Contracts

Abx Products. (a) Subject to the terms and conditions of this Agreement, with respect to each Discontinued Antigen (i) for which ABX delivers an Exercise Notice to AZ, AZ and its Affiliates hereby grant to ABX an exclusive (including with regard to AZ and its Affiliates), worldwide, right and license (with the right to grant sublicenses through multiple tiers of sublicensees as provided in Section 4.5.3) under AZ’s right, title and interest in and to the Collaboration Know-How Rights and Collaboration Patent Rights (and the other Licensed AZ IP Rights solely to the extent necessary to enable ABX to utilize the applicable Collaboration Technology) applicable to such Discontinued Antigen solely to Exploit any Candidate Drug generated pursuant to Section 2.3.1 (or any Antibody disclosed or delivered to AZ under Section 2.2.1) that binds to and is directed against such Discontinued Antigen, in the form and formulations developed under the applicable Research Program or Development Program, for use in the Commercial Field, and (ii) AZ and its Affiliates hereby grant to ABX a non-exclusive, worldwide right and license (with the right to grant sublicenses through multiple tiers of sublicensees as provided in Section 4.5.3) under AZ’s right, title and interest in and to the Collaboration Know-How Rights and Collaboration Patent Rights (and the other Licensed AZ IP Rights solely to the extent necessary to enable ABX to utilize the applicable Collaboration Technology) applicable to such Discontinued Antigen to Exploit ABX Products (but not Antibodies, Candidate Drugs or Licensed Products) that bind to and are directed against such Discontinued Antigen for use in the Commercial Field; provided, however, that AZ retains the right to Exploit Non-Licensed Products with respect to such Discontinued Antigen. (b) Subject to the terms and conditions of this Agreement, with respect to each Discontinued Antigen for which ABX delivers an Exercise Notice to AZ, AZ and its Affiliates hereby grant to ABX a non-exclusive, worldwide right and license (with the right to grant sublicenses through multiple tiers of sublicensees in connection with the Exploitation of the applicable Candidate Drugs) under the Additional Development Program Know-How Rights, Additional Development Program Patent Rights, Development Program Know-How Rights, Development Program Patent Rights, AZ Prior Antigen-Specific Know-How Rights, AZ Prior Antigen-Specific Patent Rights and AZ’s rights in the Additional Know-How Rights and Additional Patent Rights applicable to such Discontinued Antigen solely to Exploit Candidate Drugs generated pursuant to Section 2.3.1 (or any Antibody disclosed or delivered to AZ under Section 2.2.1) that bind to and are directed against such Discontinued Antigen, in the form and formulations developed under the applicable Research Program or Development Program, for use in the Commercial Field; provided, however, that the license grant under the AZ Prior Antigen-Specific Know-How Rights and AZ Prior Antigen-Specific Patent Rights is subject to the Parties’ prior written agreement on the financial terms of such license pursuant to the following sentence. Immediately after the delivery of an Exercise Notice to AZ with respect to a Discontinued Antigen, or earlier as requested by ABX, the Parties shall negotiate in good faith to determine the financial terms on which such license grant under the AZ Prior Antigen-Specific Know-How Rights and AZ Prior Antigen-Specific Patent Right to ABX shall be made. (c) Subject to the terms and conditions of this Agreement, with respect to each Discontinued Antigen for which ABX delivers an Exercise Notice to AZ, AZ shall make available to ABX the results of any freedom to operate analysis performed by AZ pursuant to Section 2.2.2(a) for such Antigen, provided that AZ shall not be obligated to disclose any legal opinions in connection with such freedom to operate analysis, and any Information included in the Development Program Technology and Additional Development Program Technology that relate to any Candidate Drug generated pursuant to Section 2.3.1 (or any Antibody disclosed or delivered to AZ under Section 2.2.1) that binds to and is directed against such Discontinued Antigen, in each case that is Reasonably Necessary in order to Exploit such Candidate Drug that binds to and is directed against such Discontinued Antigen for use in the Commercial Field; provided, however, that AZ retains the right to use such results and retains its rights under the Development Program Technology and Additional Development Program Technology for all other purposes. (d) Subject to the terms and conditions of this Agreement, (i) with respect to each Discontinued Antigen for which ABX delivers an Exercise Notice to AZ, AZ and its Affiliates hereby grant to ABX the exclusive license and right of reference (with the right to grant sublicenses through multiple tiers of sublicensees as set forth in Section 4.5.3) under AZ’s and its Affiliates’ rights, titles and interests in and to any Registrations (and the data included or referenced therein) for any Candidate Drug that binds to and is directed against such Discontinued Antigen solely to Exploit ABX Products containing such Candidate Drugs generated pursuant to Section 2.3.1 (or any Antibody disclosed or delivered to AZ under Section 2.2.1) that bind to and are directed against such Discontinued Antigen for use in the Commercial Field, and (ii) with respect to each Discontinued Antigen, AZ and its Affiliates hereby grant to ABX the non-exclusive license and right of reference (with the right to grant sublicenses through multiple tiers of sublicensees as set forth in Section 4.5.3) under AZ’s and its Affiliates’ rights, titles and interests in and to any Registrations (and the data included or referenced therein) for any Candidate Drug that binds to and is directed against such Discontinued Antigen solely to Exploit ABX Products (other than ABX Products containing such Candidate Drugs generated pursuant to Section 2.3.1 (or any Antibody disclosed or delivered to AZ under Section 2.2.1) that bind to and are directed against such Discontinued Antigen for use in the Commercial Field); provided, however, that AZ retains the right to use such Registrations (and the data included or referenced therein) to Exploit Non-Licensed Products. (e) Subject to the terms and conditions of this Agreement, with respect to each Discontinued Antigen for which ABX fails to deliver an Exercise Notice to AZ within the applicable [Confidential treatment requested] period, the exclusive licenses and rights under Section 4.3.1 granted by ABX and its Affiliates under the Licensed ABX IP Rights applicable to such Discontinued Antigen to Exploit any Candidate Drug that binds to and is directed against such Discontinued Antigen for use in the Commercial Field shall continue (with the right to grant sublicenses through multiple tiers of sublicensees as provided in Section 4.5.3, except that the licenses and rights to commercialize such Candidate Drugs may only be exercised by one or more sublicensees); provided, however, that ABX shall retain the right to Exploit other ABX Products (but not Antibodies, Candidate Drugs or Licensed Products) that bind to and are directed against such Discontinued Antigen.