Subject to [Section 3.3] below, Recipient hereby grants, and shall cause its Affiliates to grant, to BMS and BMS’ Affiliates a non-exclusive, worldwide (other than within the ​ or the ​ Territory) non-transferrable (subject to [Section 13.10]), irrevocable, royalty-free license in the Field (with the right to sublicense solely pursuant to the terms of and subject to the limitations of [Section 3.3]) under the Recipient Independent Patent Rights, Recipient Technology and Recipient Regulatory Documentation to seek Regulatory Approval of the BMS Study Drug for use in a Combined Therapy in the Field, and, upon any such Regulatory Approval, to market and promote the BMS Study Drug solely for use in a Combined Therapy in the Field in any manner that is consistent with the Regulatory Approval for the BMS Study Drug. The right granted under this [Section 3.2(b)] includes a Right of Cross-Reference to the relevant Recipient Regulatory Documentation solely to the extent necessary and solely for the purpose of obtaining Regulatory Approval outside the ​ or the ​ Territory in the Field in the Territory for the BMS Study Drug for use in a Combined Therapy based upon the Combined Therapy Clinical Trial (which right shall survive any expiration or termination of this Agreement). In such case, Recipient shall reasonably cooperate with BMS and make written authorizations and other filings with the applicable Regulatory Authority reasonably required to effect such Right of Cross-Reference. For avoidance of doubt, no rights are granted under this [Section 3.2(b)] for the ​ or the ​ Territory or outside of the Field and no rights are granted except for use in a Combined Therapy (i.e., use of the BMS Study Drug in combination with the Recipient Study Drug) in the Field, with no rights being granted for the use of any other compound or therapeutic agent other than the BMS Study Drug in combination with the Recipient Study Drug.

Subject to [Section 3.3] below, 1">Recipient1">BMS hereby grants, and shall cause its Affiliates to grant, to 3">BMS3">Recipient and 5">BMS’5">Recipient’s Affiliates a non-exclusive, worldwide (other than within the ​ or the ​ Territory)7">, non-9">transferrable9">transferable (subject to [Section 13.10]), irrevocable, royalty-free license11"> in the Field (with the right to sublicense solely pursuant to the terms of and subject to the limitations of [Section 3.3]) under the 13">Recipient13">BMS Independent Patent Rights, 15">Recipient15">BMS Technology and 17">Recipient17">BMS Regulatory Documentation to seek Regulatory Approval of the 19">BMS19">Recipient Study Drug for use in a Combined Therapy in the Field, and, upon any such Regulatory Approval, to market and promote the 21">BMS21">Recipient Study Drug solely for use in a Combined Therapy in the Field in any manner that is consistent with the Regulatory Approval for the 23">BMS23">Recipient Study Drug. The right granted under this [Section 3.25">2(25">1(b)] includes a Right of Cross-Reference to the relevant 27">Recipient27">BMS Regulatory Documentation solely to the extent necessary and solely for the purpose of obtaining Regulatory Approval outside the ​ 29">or29">and the ​ Territory in the Field 31">in the Territory for the 33">BMS33">Recipient Study Drug for use in a Combined Therapy based upon the Combined Therapy Clinical Trial (which right shall survive any expiration or termination of this Agreement). In such case, 35">Recipient35">BMS shall reasonably cooperate with 37">BMS37">Recipient and make written authorizations and other filings with the applicable Regulatory Authority reasonably required to effect such Right of Cross-Reference. For avoidance of doubt, no rights are granted under this [Section 3.39">2(39">1(b)] for the ​ or the ​ Territory41"> or outside of the Field and no rights are granted except for use in a Combined Therapy (i.e., use of the 43">BMS43">Recipient Study Drug in combination with the 45">Recipient45">BMS Study Drug) in the Field, with no rights being granted for the use of any other compound or therapeutic agent other than the 47">BMS47">Recipient Study Drug in combination with the 49">Recipient49">BMS Study Drug.