obligated under this Section 2.4 to disclose its
Confidential Information if such Confidential Information is not directly
relevant to the license granted to NeoRx under Article 3 of this Agreement.
In
no event are the communications between the parties intended to abrogate the
parties' discretion and independence in conducting their business activities.
ARTICLE 3 GRANT OF LICENSE.
3.1
GRANT OF LICENSE.
Subject to the terms and conditions in this Agreement, AnorMED hereby grants to
NeoRx an exclusive, royalty-bearing license, with the right to grant
sublicenses, under the AnorMED Patents and the AnorMED Know-How to research,
develop, make, have made, use, have used, sell, have sold, offer for sale,
import and export the Licensed Compound and/or the Licensed Product in the Field
in the Territory for the Term.
3.2
RIGHT TO GRANT SUBLICENSES.
(A)
NEORX SHALL HAVE THE RIGHT TO GRANT
SUBLICENSES OF THE LICENSE UNDER SECTION 3.1 TO ANY PERSON, WITHOUT THE CONSENT
OF ANORMED, PROVIDED THAT WHERE NEORX GRANTS A SUBLICENSE TO ITS AFFILIATES, THE
OBLIGATIONS AND LIABILITIES OF SUCH AFFILIATES AND NEORX UNDER THIS AGREEMENT
SHALL BE JOINT AND SEVERAL AND ANORMED SHALL NOT BE OBLIGED TO SEEK RECOURSE
AGAINST AN AFFILIATE BEFORE ENFORCING ITS RIGHTS AGAINST NEORX.
FOR GREATER
CERTAINTY IT IS HEREBY CONFIRMED THAT ANY DEFAULT OR BREACH BY AN AFFILIATE OF
NEORX OF ANY TERM OF THIS AGREEMENT WILL ALSO CONSTITUTE A DEFAULT BY NEORX
UNDER THIS AGREEMENT.
(B)
NEORX SHALL FURNISH TO ANORMED A COPY OF
EACH SUBLICENSE AGREEMENT ENTERED INTO HEREUNDER WITHIN 30 DAYS AFTER EXECUTION
THEREOF, PROVIDED THAT SUCH COPY MAY BE REDACTED TO EXCLUDE PROVISIONS RELATING
TO ANY DRUGS OR PRODUCTS THAT ARE NOT LICENSED COMPOUNDS OR LICENSED PRODUCTS,
BUT WHICH SHALL INCLUDE ALL PROVISIONS REQUIRED TO CONFIRM COMPLIANCE WITH THIS
AGREEMENT, INCLUDING THE CALCULATION OF ROYALTIES AND THE CONDUCT OF AUDITS
HEREUNDER.
ALL SUBLICENSE AGREEMENTS FURNISHED TO ANORMED HEREUNDER SHALL BE
DEEMED TO BE THE CONFIDENTIAL INFORMATION OF NEORX AND SHALL BE SUBJECT TO
ANORMED'S OBLIGATION OF CONFIDENTIALITY UNDER ARTICLE 11, AND FOR THE PURPOSE OF
SUCH OBLIGATION, [*].
(C)
NEORX SHALL INCLUDE IN EACH SUBLICENSE
AGREEMENT (INCLUDING ANY SUBLICENSE GRANTED TO AN AFFILIATE) COVENANTS BY THE
SUBLICENSEE THAT ARE CONSISTENT WITH THE TERMS AND CONDITIONS SET OUT IN THIS
AGREEMENT AND THAT UPON TERMINATION OF THIS AGREEMENT, SUCH SUBLICENSE AGREEMENT
SHALL BE AUTOMATICALLY CONVERTED TO A DIRECT LICENSE FROM ANORMED.
3.3
RESERVATION OF RIGHTS.
AnorMED hereby reserves the right to use and license the AnorMED Patents and
AnorMED Know-How:
(A)
FOR NON-COMMERCIAL RESEARCH AND TESTING IN
THE TERRITORY;
(B)
TO MAKE OR HAVE MADE LICENSED COMPOUND OR
LICENSED PRODUCT IN THE TERRITORY FOR USE OUTSIDE OF THE TERRITORY; AND
(C)
FOR ANY AND ALL USES OUTSIDE OF THE
TERRITORY.
IN CONNECTION WITH SUBSECTION 3.3(B) ABOVE, WHERE ANORMED OR ANY OF ITS
AFFILIATES DESIRE TO CONTRACT WITH A THIRD PARTY (OTHER THAN ANORMED'S LICENSEES
OUTSIDE THE TERRITORY) FOR THE MANUFACTURE OF LICENSED COMPOUND AND/OR LICENSED
PRODUCT FOR USE OUTSIDE THE TERRITORY, NEORX SHALL HAVE A RIGHT OF FIRST
NEGOTIATION TO