Select Page

(d) in the event of early termination of the licensee`s licence fees under this agreement (i) pursuant to Section 13.2 or (ii) Section 13.5; Takeda offers any third-party sub-granter the right to enter into a licensing agreement directly with Takeda under substantially identical conditions, under a commercial sub-licence granted by the licensee or its related companies, in accordance with Section 4.3 (a), which took effect on the effective date of the licensee`s licence fee under this agreement. (B) this sub-licence undertakes to comply with all the terms of this agreement, as it applies to the rights conferred on it by the licensee or its related company, and (C) does not impose obligations on Takeda that exceed Takeda`s obligations under this agreement. [***] (a) subject to the terms of this agreement, the licensee grants Takeda (i) a limited licence, not exclusive, fully paid, non-transferable, non-negotiable (with the exception of Section 16.4), with the right to grant sub-licences only in accordance with Section 4.3, in accordance with Section 4.3, depending on the ip licensee and the common intellectual property rights necessary or useful to permit takeda on the territory of the area. to exercise its explicit rights (including the development and manufacture of the compound and product worldwide, including in the territory, but with respect to clinical trials within the territory, subject to the last sentence of Section 4.1) and to comply with its obligations under this agreement, and (ii) a limited licence , exclusive, fully paid, non-negotiable (except license under Section 16.4), with the right to issue sub-licences only in accordance with Section 4.3, within the framework of the licensee`s intellectual property and the rights of the common intellectual property taker, in order to market (1) compounds and products outside the territory and (2) to market compounds and products off the field. 4.1 Licenses ranging from Takeda to licensee. Subject to the terms of this agreement, Takeda, on behalf of itself and its related companies, grants the licensee (a) an exclusive license (including for Takeda and its related companies) exclusive (excluding the one covered in Section 16.4), with the right to issue sub-licences exclusively in accordance with Section 4.3, in accordance with Takeda`s intellectual property (with the exception of Takeda`s general patents) and takedas , on common intellectual property. to market products in the territory, b) a non-exclusive, non-transferable licence (with the exception of Section 16.4), with the right to issue sublicensings only in accordance with Section 4.3, under Takeda`s general patents for the marketing of products in the territory, c) a non-exclusive and non-negotiable licence (except in Section 16.4) , with the right to grant only sub-licences in accordance with Section 3. , to develop, under the intellectual property of Takeda and takeda, common intellectual property rights around the world (subject to Takeda`s prior written consent, not to be improperly retained, conditioned or delayed with respect to off-the-territory clinical trials) and, in any event, compounds and manufacturing products exclusively for the marketing of products in the territory and (d) if the Vonoprazan-Fumarat product is the sole active substance , an exclusive non-transferable licence (with the exception of Section 16.4) subject to license, with the right to issue sublicensings only in accordance with Section 4.3 for the use of Takeda product brands in the context of the marketing of a product on the national territory.