|7.3 || |
[***]-Cell Line License. If Client elects to use Providers proprietary [***]-Cell Line (the Cell Line) for the manufacture of Product by Client or a third party, then Client shall purchase and Provider shall grant to Client and its Affiliates a worldwide, fully paid-up, royalty free, irrevocable, perpetual, non-exclusive license (with the right to grant and authorize sublicenses) to use and otherwise exploit the Cell Line for the purposes of researching, developing, making, having made, selling, offering for sale, importing, exporting, and commercializing the Product (the License), which election shall be made no later than Clients initiation of manufacturing of proteins for use in Product to support Phase 1 studies for such Product. If desired by Client, Client shall request a License in writing, at which point, the License shall be deemed granted by Provider to Client, and the Client shall pay a license fee within [***] days of receipt of an invoice from Provider as follows: (1) [***]. Provider represents and warrants that it has the full right, power and authority to grant all of the right, title and interest in the license granted under this Section and that to its knowledge, the Cell Line (including use thereof) does not infringe or misappropriate any intellectual property rights of any third party. Upon grant of the License and Clients request, Provider shall transfer the Cell Line to Client or Clients designee. Under no circumstances, would Client be allowed to perform any cell line engineering activities, such as over expression, deletion or modification of any genes, or genome sequences on the Cell Line, provided that the foregoing shall not limit any activities used in the manufacture Product.