Common use of By Xencor Clause in Contracts

By Xencor. Subject to the terms and conditions of this Agreement, XENCOR hereby grants to Licensee (a) subject to the following sentence, an exclusive (even as to XENCOR and its Affiliates, except to the extent necessary for XENCOR and its Affiliates to perform its obligations hereunder and except as set forth in Section 2.3), royalty-bearing, sublicenseable (through multiple tiers, subject to Section 2.2), and non-transferable (except as permitted under Section 16.1) license under the XENCOR Patent Rights and XENCOR’s interests in Joint Patent Rights, Specified Joint Patent Rights, and a non-exclusive payment bearing license under XENCOR Know-How, in each case, to Develop, Manufacture (subject to Article 7), Commercialize, and otherwise use, sell, offer for sale, and import the Licensed Asset and Products in the Field in the Licensed Territory, and (b) an non-exclusive, royalty-free, sublicenseable (through multiple tiers, subject to Section 2.2), and non-transferable (except as permitted under Section 16.1) license under the XENCOR Patent Rights, XENCOR’s interests in Joint Patent Rights, and XENCOR Know-How, in each case, to Develop, Manufacture (subject to Article 7), Commercialize, and otherwise use, sell, offer for sale, and import the Companion Diagnostics in the Field in the Licensed Territory. XENCOR’s license to Licensee pursuant to clause (a) of the foregoing sentence shall be non-exclusive (rather than exclusive) solely under the [***] Flow-through Patent Rights that are Post-Sublicensing Patents (as defined in the [***] Agreement).