TERRITORY IN THE FIELD TO (Y) PERFORM ITS OBLIGATIONS UNDER
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, TO CONDUCT THE SANDOZ ACTIVITIES
UNDER THIS AGREEMENT AND IN THE ANNUAL COLLABORATION PLANS, AND (Z) MAKE AND
HAVE MADE EACH PRODUCT IN THE RELEVANT TERRITORY SOLELY FOR THE PURPOSES OF
SALES OF SUCH PRODUCT IN THE FIELD OUTSIDE THE RELEVANT TERRITORY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE LICENSE GRANTED TO SANDOZ
PURSUANT TO SECTION 2.1.1 DOES NOT GRANT SANDOZ THE RIGHT TO EXERCISE SUCH
LICENSE FOR PURPOSES OF SECTION 2.2(Z).
NOTWITHSTANDING THE FOREGOING
PROHIBITION ON SUBLICENSING, SUBJECT TO THE PROVISIONS OF SECTIONS 8.3.2 AND
8.3.3, MOMENTA AND ITS AFFILIATES MAY SUBLICENSE ITS RIGHTS UNDER THIS SECTION
2.2 ONLY TO THE EXTENT APPROVED IN WRITING BY SANDOZ.
2.3.
EXCLUSIVITY.
SUBJECT TO MOMENTA'S RETAINED RIGHTS IN SECTION 2.1
AND SANDOZ'S RETAINED RIGHTS IN SECTION 2.2, EXCEPT AS OTHERWISE AGREED IN
WRITING BY THE PARTIES, MOMENTA AND SANDOZ EACH AGREE, RESPECTIVELY, THAT THEY
SHALL NOT, AND SHALL ENSURE THAT THEIR RESPECTIVE AFFILIATES DO NOT, DURING THE
TERM, PRACTICE, OR GRANT ANY LICENSE TO ANY THIRD PARTY UNDER, MOMENTA IP, IN
THE CASE OF MOMENTA, OR SANDOZ IP, IN THE CASE OF SANDOZ, OR JOINT COLLABORATION
IP (IN THE CASE OF EITHER PARTY), TO DEVELOP, MAKE, HAVE MADE, USE, SELL, OFFER
TO SELL, LEASE, IMPORT, EXPORT OR OTHERWISE COMMERCIALIZE (Y) ANY PRODUCTS IN
THE FIELD IN THE RELEVANT TERRITORY OR (Z) ANY SANDOZ MFN PROJECT (UNLESS (I)
PURSUANT TO ARTICLE 3 HEREUNDER, SANDOZ NO LONGER HAS RIGHTS TO SUCH SANDOZ MFN
PROJECT, (II) SANDOZ HAS BY WRITTEN NOTICE INFORMED MOMENTA THAT IT NO LONGER
WISHES TO HAVE RIGHTS TO SUCH SANDOZ MFN PROJECT OR (III) MOMENTA IS OTHERWISE
PERMITTED TO DO SO IN ACCORDANCE WITH ARTICLE 3).
EACH PARTY SHALL NOT, AND
SHALL ENSURE THAT ITS AFFILIATES DO NOT, DEVELOP FOR SALE IN THE RELEVANT
TERRITORY, OR COMMERCIALIZE IN THE RELEVANT TERRITORY, ANY PRODUCTS OR RELATED
PRODUCTS (WHERE TERRITORY IS THE SAME AS FOR THE RELEVANT PRODUCT) IN THE FIELD
DURING THE TERM, EXCEPT PURSUANT TO THIS AGREEMENT.
2.4.
RETAINED RIGHTS.
ANY RIGHTS OF MOMENTA NOT EXPRESSLY GRANTED TO
SANDOZ UNDER THE PROVISIONS OF THIS AGREEMENT SHALL BE RETAINED BY MOMENTA AND
ANY RIGHTS OF SANDOZ NOT EXPRESSLY GRANTED TO MOMENTA UNDER THE PROVISIONS OF
THIS AGREEMENT SHALL BE RETAINED BY SANDOZ.
2.5.
THIRD PARTY LICENSOR RIGHTS.
THE RIGHTS GRANTED IN SECTIONS 2.1
AND 2.2 ARE GRANTED TO THE EXTENT PERMITTED OR QUALIFIED BY THE NATURE OF THE
LICENSES GRANTED BY THE RELEVANT THIRD PARTY LICENSORS, IF ANY, OF MOMENTA IP OR
SANDOZ IP, AS THE CASE MAY BE (EACH, A "THIRD PARTY LICENSOR"), (INCLUDING, WITH
RESPECT TO THE MOMENTA IP, THE TERMS OF THE MIT AGREEMENT) OR THE LICENSES
GRANTED BY MOMENTA TO SANDOZ OR ITS AFFILIATES PURSUANT TO THE EXISTING US
LOVENOX AGREEMENT AND BY SANDOZ OR ITS AFFILIATE TO MOMENTA PURSUANT TO THE
EXISTING US LOVENOX AGREEMENT.
THE PARTY RECEIVING SUCH LICENSE SHALL COMPLY
WITH ALL RESTRICTIONS AND OBLIGATIONS IMPOSED BY SUCH THIRD PARTY