Common use of Grant-Back License Clause in Contracts

Grant-Back License. Subject to the terms of the Agreement, ProNAi hereby grants to Marina (and its Affiliates) the [***] license, with the right to sublicense (subject to the limitation below) in the Territory under the Improvement Patent Claims solely to use and practice the Improvement Patent Claims in connection with the manufacture, use or sale of the Licensed Technology outside the Field of Use. In no event shall Marina (or its Affiliates or sublicensees) grant, or have any rights to grant, any sublicense under the foregoing license that is separate from a license (to the applicable sublicensee) under Marina Technology. Marina shall pay to ProNAi a royalty of [***]% of the net sales of any products sold by Marina or its Affiliates or sublicensees where the manufacture, use or sale of such product is claimed by a valid claim in the issued Improvement Patent Claims (where the terms “net sales” and “valid claim” have the same meanings as Net Sales and Valid Claims applied mutatis mutandis to the situation involving such product sold by Marina (or its Affiliate or sublicensee) and Improvement Patent Claim).