LICENSE
2.1.
LICENSES.
(A)
SEPRACOR HEREBY GRANTS TO GSK AN EXCLUSIVE (EVEN AS TO SEPRACOR),
ROYALTY-BEARING LICENSE THROUGHOUT THE GSK TERRITORY UNDER THE SEPRACOR
TECHNOLOGY TO USE, SELL, HAVE SOLD AND IMPORT THE BULK TABLETS AND PRODUCT. THE
LICENSE SHALL INCLUDE, BUT NOT BE LIMITED TO THE RIGHTS TO:
(I) PURCHASE
CLINICAL SUPPLIES AND THE PRODUCT IN BULK TABLETS FOR USE IN THE GSK TERRITORY
IN ACCORDANCE WITH THIS AGREEMENT AND THE SUPPLY AGREEMENT, (II) PACKAGE AND/OR
HAVE PACKAGED THE BULK TABLETS, (III) CONDUCT THE ACTIVITIES SET FORTH IN THE
COMMERCIALIZATION PLAN WITH RESPECT TO THE PRODUCT, (IV) OFFER FOR SALE, SELL
AND DISTRIBUTE THE PRODUCT, AND (V) MARKET AND PROMOTE THE PRODUCT UNDER THE
PRODUCT TRADEMARKS AND OTHER TRADEMARKS.
(B)
GSK HAS THE RIGHT TO GRANT SUBLICENSES UNDER THIS AGREEMENT TO ITS
AFFILIATES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 19.10, GSK SHALL NOT HAVE
THE RIGHT TO SUBLICENSE, TRANSFER OR ASSIGN THE RIGHTS GRANTED UNDER THIS
AGREEMENT TO A THIRD PARTY WITHOUT SEPRACOR'S PRIOR WRITTEN CONSENT, WHICH SHALL
NOT BE UNREASONABLY WITHHELD OR DELAYED, PROVIDED THAT PRIOR WRITTEN CONSENT
SHALL NOT BE REQUIRED IN RELATION TO ANY SUBLICENSE OF RIGHTS TERRITORIALLY
LIMITED TO THOSE COUNTRIES IN THE GSK TERRITORY OTHER THAN THE MAJOR MARKETS.
WHERE A SUBLICENSE OF ANY OF THE RIGHTS OR OBLIGATIONS IS PERMITTED HEREUNDER,
EACH SUBLICENSEE MUST ENTER INTO A SUBLICENSE AGREEMENT, WHICH MUST BE
CONSISTENT WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. GSK SHALL ALSO
ENFORCE THE PERFORMANCE BY ANY SUBLICENSEE OF THE TERMS OF EACH SUCH SUBLICENSE
AGREEMENT IN ORDER TO ENSURE THAT ANY SUBLICENSEE COMPLIES WITH THE APPLICABLE
TERMS AND CONDITIONS OF THIS AGREEMENT. THE GRANT OF ANY SUCH SUBLICENSE TO AN
AFFILIATE OR A THIRD PARTY WILL NOT RELIEVE GSK OF ITS OBLIGATIONS UNDER THIS
AGREEMENT, EXCEPT TO THE EXTENT THEY ARE SATISFACTORILY PERFORMED BY SUCH
SUBLICENSEE AND GSK HEREBY GUARANTEES THE SATISFACTORY PERFORMANCE OF GSK'S
OBLIGATIONS HEREUNDER WHERE PERFORMED BY ITS AFFILIATES.
(C)
SEPRACOR HEREBY GRANTS TO GSK, A NON-EXCLUSIVE LICENSE THROUGHOUT
THE GSK TERRITORY UNDER THE SEPRACOR TECHNOLOGY TO UNDERTAKE DEVELOPMENTAL
STUDIES AND ANY OTHER ACTIVITIES SPECIFIED IN THE DEVELOPMENT PLAN WITH RESPECT
TO THE PRODUCT AND CONSISTENT WITH THIS AGREEMENT.
(D)
SEPRACOR HEREBY GRANTS TO GSK AN EXCLUSIVE LICENSE TO USE THE
PRODUCT TRADEMARKS AND OTHER TRADEMARKS IN THE GSK TERRITORY ON THE TERMS OF
SECTION 13.4.
2.2.
ACTIVITIES OUTSIDE THE GSK TERRITORY.
(A)
GSK AGREES THAT NEITHER IT, NOR ANY OF ITS AFFILIATES OR
SUBLICENSEES, WILL (I) EXPORT THE PRODUCT OUTSIDE OF THE GSK TERRITORY, OR
(II) SELL OR PROVIDE THE PRODUCT TO ANY THIRD
CONFIDENTIAL
PARTY IF GSK AND/OR ITS RELEVANT AFFILIATE OR SUBLICENSEE BELIEVES, OR IT WOULD
BE REASONABLE TO ASSUME, THAT THE PRODUCT SOLD OR PROVIDED TO SUCH THIRD PARTY
WILL BE EXPORTED FOR USE OUTSIDE THE GSK TERRITORY.
(B)
SEPRACOR AGREES THAT NEITHER IT, NOR ANY OF ITS AFFILIATES, WILL
(I) EXPORT THE PRODUCT WITHIN THE GSK TERRITORY (OTHER THAN TO GSK, ITS
AFFILIATES, OR SUBLICENSEES), OR (II) SELL OR PROVIDE THE