Process Technology. ABX shall own all ABX Process Technology; provided, however, that, on and after the designation of a Candidate Drug that binds to and is directed against a Collaboration Antigen, AZ shall own, and ABX and its Affiliates shall assign to AZ, the Manufacturing Data and any cell lines, including research and master cell banks, expressing Candidate Drugs, Licensed Products or other Antibodies that bind to and are directed against such Collaboration Antigen. Subject to the process development and manufacturing and supply commitments set forth in this Article 7 and in the Process Science/Clinical Manufacture Agreement and the Manufacturing and Supply Agreement, ABX and its Affiliates shall grant to AZ a [Confidential treatment requested] worldwide, right and license (with the right to grant sublicenses through multiple tiers of sublicensees subject to the last sentence of this Section 7.9) under the ABX Process Patent Rights and ABX Process Know-How Rights to Exploit Antibodies, Candidate Drugs and Licensed Products for which ABX is performing activities under the Process Science/Clinical Manufacture Agreement for use in the Commercial Field. From and after the date that ABX ceases to perform process development or manufacturing and supply activities with respect to an Antibody, a Candidate Drug or a Licensed Product under the Process Science/Clinical Manufacture Agreement and the Manufacturing and Supply Agreement, ABX and its Affiliates shall grant to AZ the exclusive, worldwide, [Confidential treatment requested] right and license (with the right to grant sublicenses through multiple tiers of sublicensees subject to the last sentence of this Section 7.9) under the ABX Process Patent Rights and ABX Process Know-How Rights to Exploit such Antibody, Candidate Drug and Licensed Product for use in the Commercial Field. Notwithstanding anything to the contrary in this Agreement, the right of AZ to grant sublicenses under the ABX Process Patent Rights and ABX Process Know-How Rights applicable to an Antibody, Candidate Drug or Licensed Product shall be limited solely to the extent Reasonably Necessary to manufacture and supply such Antibody, Candidate Drug or Licensed Product for use in the Commercial Field (and related process development and testing activities).
Appears in 2 contracts
Sources: Collaboration and License Agreement (Abgenix Inc), Collaboration and License Agreement (Abgenix Inc)