Common use of Grants to Licensor Clause in Contracts

Grants to Licensor. Subject to Section 3.7.3 and the other terms and conditions of this Agreement, Licensee (on behalf of itself and its Affiliates) grants to Licensor: 5.2.1 an exclusive (including with regard to Licensee and its Affiliates), royalty-free license, with the right to grant sublicenses in accordance with Section 5.4, under the Licensee Patents, the Licensee Know-How, and Licensee’s interests in the Joint Patents and the Joint Know-How, to (i) obtain, maintain, and hold Regulatory Approvals for Licensed Products in the Field in the Licensor Territory and (ii) Commercialize the Licensed Products in the Field in the Licensor Territory; 5.2.2 a non-exclusive, royalty-free license, with the right to grant sublicenses in accordance with Section 5.4, under the Licensee Patents, the Licensee Know-How, and Licensee’s interests in the Joint Patents and the Joint Know-How, to Develop the Licensed Product anywhere in the Territory solely for purposes of (i) obtaining, maintaining, and holding Regulatory Approvals for Licensed Products in the Field in the Licensor Territory and (ii) Commercializing the Licensed Products in the Field in the Licensor Territory; 5.2.3 a non-exclusive, royalty-free license, with the right to grant sublicenses in accordance with Section 5.4, under the Licensee Patents, the Licensee Know-How, and Licensee’s interests in the Joint Patents and the Joint Know-How, to Manufacture (or have Manufactured) the Licensed Compounds and Licensed Products anywhere in the Territory solely for purposes of (i) obtaining, maintaining, and holding Regulatory Approvals for Licensed Products in the Field in the Licensor Territory, (ii) Commercializing the Licensed Products in the Field in the Licensor Territory, and (iii) Developing the Licensed Product anywhere in the Territory solely for the purposes set forth in clauses (i) and (ii); 5.2.4 an exclusive (including with regard to Licensee and its Affiliates), royalty-free license and right of reference, with the right to grant sublicenses and further rights of reference in connection with the grant of sublicenses in accordance with Section 5.4 under the grants in Section 5.2, under the Regulatory Approvals and any other Regulatory Documentation that Licensee or any of its Affiliates may Control with respect to the Licensed Products as necessary for purposes of (i) obtaining, maintaining, and holding Regulatory Approvals for Licensed Products in the Field in the Licensor Territory and (ii) Commercializing the Licensed Products in the Field in the Licensor Territory (with Licensee retaining the exclusive right under such Regulatory Approvals and such other Regulatory Documentation for any and all other purposes); and 5.2.5 a non-exclusive, royalty free license and right of reference, with the right to grant sublicenses and further rights of reference in connection with the grant of sublicenses in accordance with Section 5.4 under the grants in Section 5.2, to all Regulatory Approvals and any other Regulatory Documentation that Licensee or any of its Affiliates may Control with respect to the Licensed Products as necessary for purposes of (i) Developing the Licensed Products anywhere in the Territory, and (ii) Manufacturing (or having Manufactured) the Licensed Compounds and Licensed Products anywhere in the Territory, in each case ((i) and (ii)), solely for purposes of (a) obtaining, maintaining, and holding Regulatory Approvals for Licensed Products in the Field in the Licensor Territory and (b) Commercializing the Licensed Products in the Field in the Licensor Territory.