THAT FOVEA GRANT TO A THIRD PARTY A SUBLICENSE UNDER THE LICENSES GRANTED UNDER
ANY OF SECTION 3.1(A), (B) OR (C), THEN FOVEA SHALL BE ENTITLED TO GRANT SUCH
SUBLICENSES, SOLELY TO THE EXTENT SO REQUIRED, WITHOUT THE PRIOR WRITTEN
APPROVAL OF DYAX.
(F)
EACH PERMITTED SUBLICENSE UNDER SECTION 3.1(E) SHALL BE IN
WRITING, SHALL NOT CONTRAVENE OR BE INCONSISTENT OR IN CONFLICT WITH THE TERMS
AND CONDITIONS OF THIS AGREEMENT AND SHALL INCLUDE PROVISIONS (I) REQUIRING THE
APPLICABLE SUBLICENSEE TO ACKNOWLEDGE AND AGREE THAT SUCH SUBLICENSE
* Confidential Treatment Requested.
Omitted portions filed with the Commission.
15
IS SUBJECT TO THE APPLICABLE LICENSE(S) GRANTED HEREUNDER AND TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, (II) REQUIRING THE APPLICABLE SUBLICENSEE TO
PERFORM ALL APPLICABLE OBLIGATIONS OF FOVEA HEREUNDER, INCLUDING, WITHOUT
LIMITATION, ANY GRANT-BACK LICENSES, INDEMNIFICATION OBLIGATIONS AND THE
OBLIGATION TO MAKE REPORTS AND KEEP AND MAINTAIN RECORDS OF SALES TO AT LEAST
THE SAME EXTENT AS REQUIRED OF FOVEA UNDER THIS AGREEMENT, AND (III) ALLOWING
DYAX THE SAME ACCESS AND AUDIT RIGHTS WITH RESPECT TO SUCH RECORDS AS PERMITTED
WITH RESPECT TO FOVEA'S RECORDS HEREUNDER.
FOVEA SHALL AT ALL TIMES REMAIN
RESPONSIBLE FOR THE PERFORMANCE OF ITS SUBLICENSEES.
FOVEA SHALL PROVIDE, OR
CAUSE TO BE PROVIDED, A COPY OF EACH SUCH SUBLICENSE TO DYAX PROMPTLY FOLLOWING
EXECUTION, WHICH MAY BE REASONABLY REDACTED WITH RESPECT TO TERMS AND CONDITIONS
NOT RELEVANT TO DETERMINING COMPLIANCE WITH THIS SUBSECTION (F), AND WITH
RESPECT TO FINANCIAL TERMS.
(G)
FOVEA SHALL HAVE THE RIGHT, EXERCISABLE AT ANY TIME DURING THE
TERM, TO REQUEST THAT THE DEFINITION OF PRODUCT HEREUNDER BE EXPANDED TO INCLUDE
[*****]
DYAX SHALL NEGOTIATE REASONABLY AND IN GOOD FAITH WITH FOVEA WITH
RESPECT TO ANY SUCH REQUEST FOR A REASONABLE PERIOD OF TIME NOT TO EXCEED
[*****] AFTER RECEIPT OF WRITTEN REQUEST FROM FOVEA.
DURING THE TERM, NONE OF
DYAX, ITS RELATED PARTIES OR THE OTHER RELATED DYAX LICENSEES SHALL DEVELOP OR
COMMERCIALIZE, OR GRANT TO ANY THIRD PARTY THE RIGHT TO DEVELOP OR
COMMERCIALIZE, THE COMPOUND (OR ANY PRODUCT CONTAINING THE COMPOUND) FOR
[*****].
SECTION 3.2
FOVEA GRANTS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, FOVEA
HEREBY GRANTS TO DYAX A CO-EXCLUSIVE (WITH FOVEA) RIGHT AND LICENSE, WITH THE
RIGHT TO GRANT SUBLICENSES SOLELY AS SET FORTH IN SECTION 3.2(F) BELOW, UNDER
FOVEA INTELLECTUAL PROPERTY AND FOVEA PRODUCT INTELLECTUAL PROPERTY, TO DEVELOP
THE PRODUCT IN THE FIELD AS SET FORTH IN THIS AGREEMENT.
EXCEPT PURSUANT TO,
AND IN ACCORDANCE WITH, THIS AGREEMENT, DURING THE TERM NONE OF FOVEA OR ITS
RELATED PARTIES SHALL DEVELOP, OR GRANT TO ANY THIRD PARTY THE RIGHT TO DEVELOP,
THE PRODUCT FOR COMMERCIALIZATION OR USE IN ANY FIELD IN ANY COUNTRY IN THE DYAX
TERRITORY, OR FOR COMMERCIALIZATION OR USE OUTSIDE THE FIELD IN ANY COUNTRY IN
THE FOVEA TERRITORY.
(B)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, FOVEA
HEREBY GRANTS TO DYAX (I) AN EXCLUSIVE RIGHT AND LICENSE (INCLUDING WITH RESPECT
TO FOVEA), WITH THE RIGHT TO GRANT