Example ContractsClausesExclusive License From Poseida to Roche
Exclusive License From Poseida to Roche
Exclusive License From Poseida to Roche contract clause examples

Exclusive License from Poseida to Roche. For each Optioned Tier 2 Program, Poseida hereby grants to Roche, effective upon the date of receipt of Roche’s written notice of exercise of its Option for the applicable Optioned Tier 2 Program pursuant to [Section 3.2.1 or 3.2.3]3], as applicable, (and after the HSR Clearance Date for such Option exercise if Roche determines an HSR Filing is required with respect to such Option exercise), an exclusive, non- transferable (except as permitted pursuant to [Section 17.3]) worldwide royalty-bearing license, including the right to sublicense through multiple tiers (in accordance with [Section 6.8]), under the Poseida Background IP and Poseida’s interest in Joint IP, in each case, to make, use, offer for sale, sell, import, and otherwise fully exploit in the Field the Optioned Tier 2 Products for such Optioned Tier 2 Program.

Option for Extended Research and Development License. Poseida hereby grants to Roche a non-exclusive option, exercisable at any time during the Initial Research License Term, for the non-exclusive, research and development license under the Licensed Technologies set forth in [Section 6.6.2(b)] and for a full technology transfer with respect to the Licensed Technologies as provided in [Section 6.6.2(c)] (the “R&D License Option”). Roche may

exercise the R&D License Option by providing written notice to Poseida of its election during the Initial Research License Term. If Roche provides such notice, Roche shall pay the R&D License Fee to Poseida as provided in [Section 8.5.1].

R&D License Fee. If Roche elects to exercise the R&D License Option pursuant to [Section 6.6.2(a)], Roche shall pay Poseida a one-time, non-creditable, non-refundable research and development license fee in the amount of ​ (the “R&D License Fee”). Poseida shall invoice Roche for the R&D License Fee after written notice from Roche of its election to exercise the R&D License Option pursuant to [Section 6.6.2(a)], and Roche will pay Poseida within ​ of receipt of an undisputed invoice from Poseida with respect thereto.

Temporary Non-Exclusive Sublicense from Roche to Poseida. For each Tier 1 Program, Roche hereby grants to Poseida, effective upon the Effective Date, a non-exclusive, non- transferable (except as permitted pursuant to [Section 17.3]), non-sublicensable sublicense under the license granted to Roche in [Section 6.1.1] solely to perform Poseida’s obligations under the applicable Tier 1 Development Plan, Tier 1 Process Development Plan, and Manufacturing activities under [Sections 5.2.1(a), 5.2.1(c) and 5.2.5]5]5] (as applicable) for the applicable Tier 1 Program.

Research Stage License. Roche hereby grants to Poseida, effective upon the Effective Date, a non-exclusive, non-transferable (except as permitted pursuant to [Section 17.3]), non-sublicensable, worldwide license under the Roche Background IP to perform the activities allocated to Poseida under the Initial Collaboration Research Plan during the Initial Collaboration Research Term (and if applicable, under the Additional Collaboration Research Plan during the Additional Collaboration Research Term) and Poseida’s Manufacturing obligations under [Section 5.2.1(a)].

Commercial License Fee. If Roche exercises the Commercial License Option set forth in [Section 6.6.4(a)] with respect to Off-The-Shelf TCR-Expressing Cell Therapies Directed To a particular Licensed Target (which shall become a Designated Licensed Target as a result of such exercise) and Personalized TCR-Expressing Cell Therapies, Roche shall pay Poseida a one- time, non-creditable, non-refundable commercial license fee in the amount of ​ (“Commercial License Fee”). Poseida shall invoice Roche for the Commercial License Fee after written notice from Roche of its election to exercise the Commercial License Option pursuant to [Section 6.6.4(a)], and Roche will pay Poseida within ​ of receipt of an undisputed invoice from Poseida with respect thereto.

Commercial License Option. Poseida hereby grants to Roche a non- exclusive option, exercisable at any time during the R&D License Term, for the non-exclusive, commercial license under the Licensed Technologies set forth in [Section 6.6.4(b)] (the “Commercial License Option”). Roche may exercise the Commercial License Option by providing written notice to Poseida of its election during the R&D License Term (the “Commercial License Option Exercise”). If Roche provides such notice, Roche shall pay the Commercial License Fee to Poseida as provided in [Section 8.5.2].

Temporary Non-Exclusive Sublicense from Roche to Poseida. For each Optioned Tier 2 Program, Roche hereby grants to Poseida, effective upon the effective date of Roche’s license for the applicable Optioned Tier 2 Program pursuant to [Section 6.2.1], as applicable, a non-exclusive, non-transferable (except as permitted pursuant to [Section 17.3]), non- sublicensable license sublicense under the license granted to Roche in [Section 6.2.1] solely to perform Poseida’s Manufacturing obligations under [Sections 5.2.2(a), 5.2.2(c) and 5.2.5]5]5] (as applicable) for the applicable Optioned Tier 2 Program.

Exclusive License from Poseida to Roche. For each Tier 1 Program, Poseida hereby grants to Roche, effective upon the Effective Date, an exclusive, non-transferable (except as permitted pursuant to [Section 17.3]), worldwide, royalty-bearing license, including the right to sublicense through multiple tiers (in accordance with [Section 6.8]), under the Poseida Background IP and Poseida’s interest in Joint IP, in each case, to make, use, offer for sale, sell, import, and otherwise fully exploit in the Field the Tier 1 Products.

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