Common use of Reversion License Clause in Contracts

Reversion License. Effective upon any of the events set forth in Section 2.13.1 with respect to a Lapsed Program, Celgene hereby grants to Vividion a non-exclusive, non-transferable (except as set forth in Section 2.4.4 or Section 12.4.1), worldwide right and license in the Field with the right to grant sublicenses, under Celgene’s rights in Celgene Collaboration Intellectual Property and Joint Collaboration IP, to Develop, Manufacture or Commercialize Program Compounds or Program Products under such Lapsed Program; provided that, for this purpose, “Celgene Collaboration Intellectual Property” means Celgene Collaboration Intellectual Property only to the extent that it is actually used in such Lapsed Program prior to the applicable reversion set forth in this Section 2.13 and in no case includes any Celgene CCB Program IP; provided further that the foregoing license under this Section 2.13.2 shall be exclusive (even as to Celgene except as provided in an executed Development & Commercialization Agreement) with respect to the applicable Lapsed Program to the extent of claims within the Patents included in the Celgene Collaboration Intellectual Property and Joint Collaboration IP that Cover a composition of matter of any Program Compound or Program Product in such Lapsed Program. Vividion shall not owe royalties or milestones with respect to any license in this Section 2.13.2, but Vividion shall be solely responsible for any payments owed by Celgene to any Third Party licensors of Celgene Collaboration Intellectual Property or Joint Collaboration IP, and shall be responsible for complying with the terms of any license agreements with such third Party licensors, in either case, directly related to Vividion’s exercise of such licenses.

Reversion License. Effective upon any of the events set forth in Section 2.13.1 2.12.1 with respect to a Lapsed Program, Celgene hereby grants to Vividion a non-exclusive, non-transferable (except Agios [**] with the right to grant sublicenses as set forth in Section 2.4.4 or Section 12.4.1), worldwide right and license in the Field with the right to grant sublicenses5.1.4, under Celgene’s rights in Celgene Collaboration Intellectual Property and Joint Collaboration IP, to Develop, Manufacture or and/or Commercialize Program Compounds or Program Products under such Lapsed Program; provided that, for this purpose, “Celgene Collaboration Intellectual Property” means Celgene Collaboration Intellectual Property only to the extent that it is actually used in such Lapsed Program prior to the applicable reversion set forth in this Section 2.13 and in no case includes any Celgene CCB Program IP2.12; provided further that the foregoing license under this Section 2.13.2 2.12.2 shall be exclusive (even as to Celgene except as provided in an executed Development & Commercialization Agreement) [**] with respect to the applicable Lapsed Program to the extent of claims within the Patents included in the Celgene Collaboration Intellectual Property and Joint Collaboration IP that Cover a composition of matter of any such Program Compound or Program Product in such Lapsed ProgramProduct. Vividion Agios shall not owe royalties or milestones with respect to any license in this Section 2.13.22.12.2, but Vividion Agios shall be solely responsible for any payments owed by Celgene to any Third Party licensors of Celgene Collaboration Intellectual Property or Joint Collaboration IP, and shall be responsible for complying with the terms of any license agreements with such third Party licensors, in either case, directly related to Vividion’s Agios’ exercise of such licenses.