1.33 Work Product shall mean any and all results (including Results) and products (interim and/or final) of the Services performed by GCLC, whether tangible or intangible, including, without limitation, each and every invention, discovery, design, drawing, protocol, process, technique, formula, trade secret, device, compound, substance, material, pharmaceutical, method, software program (including, without limitation, object code, source code, flow charts, algorithms and related documentation), listing, routine, manual and specification, whether or not patentable or copyrightable, that are made, developed, perfected, designed, conceived or first reduced to practice by GCLC, either solely or jointly with others, in the course and as a result of performing the Services; but excluding GCLC Background Technology.
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LICENSE TERMS FOR MERCK PRODUCTS.
2.1 Overview. Notwithstanding anything to the contrary contained in this Agreement, all Arising Merck Product IP shall be governed exclusively by the terms of this Agreement. The Master Agreement sets forth a license by GCLC to Artiva with respect to Licensed Products under the GCLC Core Technology in the Territory and the economic and other terms of such license. Artiva and GCLC agree that, during the Merck Product Term with respect to the GCLC Background IP and Arising GCLC Core IP only, the terms of this Agreement shall modify the licenses and rights granted by GCLC to Artiva solely with respect to the Merck Products under the Master Agreement and the economic and other terms of such licenses and rights as expressly set forth herein. Immediately at the end of the Merck Product Term, all rights, licenses, obligations, terms and conditions applicable to any Licensed Product that was a Merck Product under this Agreement shall automatically, without further action by any party, again be subject to all rights, licenses, obligations, terms and conditions applicable to such Licensed Product under the Master Agreement and the terms of this Agreement shall no longer apply to such Licensed Product; provided that, for the avoidance of doubt, any Merck Product for which the Royalty Term (as such term is defined in the Collaboration Agreement) in a given country has expired pursuant to the terms of the Collaboration Agreement shall not be subject to any further royalties in respect of sales of such Licensed Product in such country, including Core IP Royalties, and the Merck Product License in such country shall be fully paid-up, perpetual and royalty-free and shall survive any expiration or termination of this Agreement or the Master Agreement.
2.2 License Grant.
(a) Subject to the terms and conditions of this Agreement, GCLC hereby grants to Artiva, the following licenses during the Merck Product Term (the Merck Product License):
(i) an exclusive license (even as to GCLC) in the Merck Field and the Merck Territory under GCLCs interest in Arising Merck Product IP, with the right to grant and authorize sublicenses, including without limitation: (x) to research, develop, to make, have made, use, import, offer to sell and sell Merck Products and (y) to research, develop, make, have made, use, import, offer to sell and sell any invention claimed in or covered by Arising Merck Product IP;