Licenses to Improvements Sample Clauses

Licenses to Improvements. 10.4.1. Subject to the terms and conditions of this Agreement, CRISPR, and, following the Subsidiary Transfer, to the extent necessary, the CRISPR Subsidiary, hereby grants to Vertex UK and its Affiliates a perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, worldwide, sublicensable license to all improvements or modifications to the Vertex Background Know-How or Vertex Background Patents, whether or not patentable, that arise in the course of performing activities under the Global Development Plan or the Follow-On Research Plan or in the course of Developing, Manufacturing or Commercializing a Product and are Controlled by CRISPR or its Affiliates to make, have made, use, sell, keep, offer for sale and import products other than Shared Products. 10.4.2. Subject to the terms and conditions of this Agreement, Vertex hereby grants to CRISPR a perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, worldwide, sublicensable license to all improvements or modifications to the CRISPR Platform Technology Patents, CRISPR Background Patents [***], Gene Editing System or CRISPR Background Know-How set forth on Schedule F to the Collaboration Agreement (as may be supplemented by mutual written agreement of the Parties from time to time), whether or not patentable, that arise in the course of performing activities under the Global Development Plan or the Follow-On Research Plan or in the course of Developing, Manufacturing or Commercializing a Product and are Controlled by Vertex or its Affiliates to make, have made, use, sell, keep, offer for sale and import products other than Shared Products.

Licenses to Improvements. 13.4.1. Subject to the terms and conditions of this Agreement, CRISPR hereby grants to Vertex Parent and its Affiliates a perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, worldwide, sublicensable license to all improvements or modifications to the Vertex Background Know-How or Vertex Background Patents, whether or not patentable, that arise in the course of performing activities under the Global Development Plan or in the course of performing Research activities with respect to the Shared Products or Developing, Manufacturing or Commercializing a Shared Product and are Controlled by CRISPR or its Affiliates to make, have made, use, sell, keep, offer for sale and import products other than the Shared Products. 13.4.2. Subject to the terms and conditions of this Agreement, Vertex hereby grants to CRISPR a perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, worldwide, sublicensable license to all improvements or modifications to the CRISPR Platform Technology Patents, CRISPR Background Patents [***], Gene Editing System or CRISPR Background Know-How set forth on Schedule F to the Collaboration Agreement (as may be supplemented by mutual written agreement of the Parties from time to time), whether or not patentable, that arise in the course of performing activities under the Global Development Plan or in the course of performing Research activities with respect to the Shared Products or Developing, Manufacturing or Commercializing a Shared Product and are Controlled by Vertex or its Affiliates to make, have made, use, sell, keep, offer for sale and import products other than the Shared Products.

Licenses to Improvements. (a) All Improvements Controlled by ImmunoGen shall be included in the Licensed Technology licensed to Millennium under the terms of this Agreement. (b) Subject to [ * ] of this Agreement, [ * ] hereby grants to [ * ] a [ * ], with the [ * ] to all [ * ]. In connection therewith, prior to the [ * ] of [ * ] of [ * ] shall cause [ * ] and shall [ * ] who [ * ]. (c) ImmunoGen's right to license its [ * ] made jointly by ImmunoGen and Millennium and ImmunoGen's [ * ] of this Agreement shall be limited such that ImmunoGen may [ * ] to a [ * ] only if ImmunoGen is [ * ].

Licenses to Improvements. Subject to the terms and conditions of this Agreement, Sigma hereby grants to Sangamo and its Affiliates (i) a worldwide, fully paid, perpetual, irrevocable (subject to Section 10.3(f)), exclusive license (with the right to sublicense) to practice the Sigma Improvements and Joint Improvements (and all patents and patent applications claiming the same) for all purposes outside the Field; and (ii) a worldwide, fully paid, perpetual, irrevocable (subject to Section 10.3(f)), non-exclusive license to practice the Sigma Improvements and Joint Improvements in the Field (A) for its own internal use to identify and develop human and animal therapeutics and (B) in Bona Fide Collaborations with Third

Licenses to Improvements. (i) Illumina Licensed Improvement IP. SomaLogic on behalf of itself and its Affiliates, will grant, and hereby does grant, to Illumina a worldwide, non-exclusive, royalty-free, fully paid up, non-sublicensable (without the consent of SomaLogic) license under any SomaLogic Foreground IP and SomaLogic’s interest in any Joint Foreground IP that constitutes Illumina Licensed Improvement IP for use for any purpose, subject to the terms and conditions of this Agreement. (ii) SomaLogic Licensed Improvement IP. Illumina, on behalf of itself and its Affiliates, will grant, and hereby does grant, to SomaLogic a worldwide, non-exclusive, royalty-free, fully paid up, non-sublicensable (without the consent of Illumina) license under any Illumina Foreground IP and Illumina’s interest in any Joint Foreground IP that constitutes SomaLogic Licensed Improvement IP for use for any purpose, subject to the terms and conditions of this Agreement; provided, however, that SomaLogic shall not be permitted to practice any Licensed Improvement IP (other than Licensed Improvement IP directed to [***]) licensed to it pursuant to this Section 2.1(g) in the field of [***].

Licenses to Improvements. Subject to the terms and conditions of this Agreement, Sigma hereby grants to Sangamo and its Affiliates (i) a worldwide, fully paid, perpetual, irrevocable (subject to Section 10.3(f)), exclusive license (with the right to sublicense) to practice the Sigma Improvements and Joint Improvements (and all patents and patent applications claiming the same) for all purposes outside the Field and outside the Commercial Field; and (ii) a worldwide, fully paid, perpetual, irrevocable (subject to Section 10.3(f)), non-exclusive license to practice the Sigma Improvements and Joint Improvements in the Field (A) for its own internal use to identify and develop human and animal therapeutics and (B) in Bona Fide Collaborations with Third Parties to identify and develop human and animal therapeutics (including the right to permit the practice of Sigma Improvements in the Field and the Commercial Field by such Third Parties in such Bona Fide Collaborations).” 1.26 Section 2.4(a) shall be amended to read in its entirety as follows: (a) the exclusive right to use, develop, manufacture, and commercialize (and to grant licenses to use, develop, manufacture, and commercialize) the Sangamo Technology and Licensed Products outside the Field and outside the Commercial Field;” 1.27 Section 2.4(b) shall be amended to read in its entirety as follows:

Licenses to Improvements. Subject to the terms and conditions of this Agreement, Vertex shall grant and hereby grants to CRISPR and its Affiliates a perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, worldwide, sublicensable, license to (a) [***] and (b) [***], in each case (a) and (b), whether or not patentable, that arise in the course of performing activities under this Agreement, including Exploitation of a Product Candidate or Product, that are Controlled by Vertex or its Affiliates to make, have made, use, sell, keep, offer for sale, export and import products (including Product Candidates and Products to the extent permitted by this Agreement). For clarity, [***].

Licenses to Improvements