internal research purposes; and (ii) to perform (and to
sublicense Third Parties to perform) Exelixis' obligations under this Agreement,
including for the purpose of performing its activities in connection with the
Exelixis Clinical Trials and any related Manufacture of Clinical Supply
Requirements under Section 7.2. For clarity, the license granted to
Sanofi-Aventis in Section 2.1(a) shall not require Exelixis to remove any
Licensed Compounds from Exelixis' compound library.
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[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
2.2 Sanofi-Aventis License Limitations and Covenants.
(a) Sanofi-Aventis hereby covenants that Sanofi-Aventis shall not (and shall
ensure that any of its permitted sublicensees shall not) use any Exelixis
Know-How or Exelixis Patents for a purpose other than as set forth in
Section 2.1(a) above.
(b) Sanofi-Aventis acknowledges and agrees that, the licenses granted in
Section 2.1(a) shall not create (by any means, whether expressly, impliedly or
by estoppel) any right or license under any Patents, Information or other
intellectual property right that is Controlled by Exelixis to research, develop,
manufacture and/or commercialize any compounds (other than Licensed Compounds),
and/or any composition containing any of the foregoing.
2.3 Limited License to Exelixis. Subject to the terms of this Agreement,
Sanofi-Aventis hereby grants Exelixis a non-exclusive, worldwide, royalty-free
license (with the right to sublicense to Affiliates, but without the right to
sublicense to Third Parties except with prior written consent of Sanofi-Aventis,
which shall not be unreasonably withheld) under the Sanofi-Aventis Know-How, the
Sanofi-Aventis Patents and Sanofi-Aventis' interest in the Joint Invention
Patents, solely to perform Exelixis' obligations under this Agreement, including
for the purpose of performing its activities in connection with the Exelixis
Clinical Trials and any related Manufacture of Clinical Supply Requirements
under Section 7.2.
2.4 Exelixis License Limitations and Covenants.
(a) Exelixis hereby covenants that Exelixis shall not (and shall ensure that any
of its permitted sublicensees shall not) use any Sanofi-Aventis Know-How or
Sanofi-Aventis Patents for a purpose other than that expressly permitted in
Sections 2.3 and 11.5(d).
(b) Each sublicense granted by Exelixis, pursuant to Section 2.3, to a Party who
is an Affiliate at the time such license is granted shall terminate immediately
upon such Party ceasing to be an Affiliate.
2.5 No Additional Licenses. Except as expressly provided in this Agreement,
nothing shall grant either Party any right, title or interest in and to the
intellectual property rights of the other Party (either expressly or by
implication or estoppel).
2.6 Sublicensing. Each Party shall provide the other Party with the name of each
permitted sublicensee of its rights under this Article 2 and a copy of the
applicable sublicense agreement; provided that each Party may redact
confidential or proprietary terms from such copy, including financial terms. The
sublicensing Party shall remain responsible for each permitted sublicensee's
compliance with the applicable terms and conditions of