Common use of Grant of Licences Clause in Contracts

Grant of Licences. 20.1 Without limiting Clause 21.4 and subject to Clause 33.2, EXS hereby grants to Sanofi: (a) an exclusive, perpetual, irrevocable, freely transferable, worldwide, with the right to grant sublicences through multiple tiers (as provided in Clause 20.4), licence under the EXS Project IP for all purposes; (b) an exclusive (for the purposes set forth below), perpetual, irrevocable, worldwide, with the right to grant sublicences through multiple tiers (as provided in Clause 20.4), licence under the EXS Background IP [***] that are necessary or useful for the Research, Development, Manufacture or Commercialisation of one or more Qualifying Molecules or Qualifying Products for that Approved Collaboration Target or Collaboration NSM Target (as applicable) for purposes of Research, Development, Manufacture and Commercialisation of any such Qualifying Molecule or Qualifying Product; and (c) a non-exclusive, perpetual, irrevocable, freely transferable, worldwide, with the right to grant sublicences through multiple tiers (as provided in Clause 20.4), licence under the EXS Background IP [***] to the extent necessary to exploit the Sanofi Collaboration IP or EXS Project IP. 20.2 For each Research Program, through the expiration or termination of the applicable Research Plan or NSM Research Plan, subject to Clause 20.4, Sanofi hereby grants to EXS a non-exclusive, non-sublicensable (except to subcontractors permitted under Clause 5.5), royalty-free, worldwide licence under the Sanofi Licensed Background IP, the Sanofi Collaboration IP and the rights exclusively licensed to Sanofi under Clause 20.1, in each case, solely for EXS to conduct its obligations under that Research Program (and with respect to Sanofi-Provided Data, solely for the purposes for which such Sanofi-Provided Data is provided by or on behalf of Sanofi to EXS as described in the applicable Research Plan or NSM Research Plan) and not for any other purpose. 20.3 Without limiting Clauses 20.1 or 21.4, EXS hereby grants to Sanofi a [***]. All intellectual property rights arising out of [***]. In the event that Sanofi or its Affiliates wishes to [***]. 20.4 Subject to Clause 5.5, each Party may grant sublicences under the licences granted under this Agreement without the prior written consent of the other Party, provided that: (a) each sublicensee is bound by a written agreement that is consistent with, and subject to the applicable terms and conditions of, this Agreement; and (b) the sublicensing Party will remain liable for all acts and omissions of its Sublicensees as if those acts and omissions were its own. 20.5 Except for the rights expressly granted under this Agreement, no right, title or interest of any nature whatsoever is granted whether by implication, estoppel, reliance or otherwise, by a Party to the other Party.