TeneoBio Poseida Therapeutics
3. Intellectual Property Rights.
3.1 Ownership of and License to Antibodies. As between the parties, TeneoBio owns and shall own all Antibodies (including Selected Antibodies) generated or first invented by or on behalf of TeneoBio, and all intellectual property rights therein, and has the exclusive right to prosecute and maintain patent protection thereon. Subject to the terms and conditions of this Agreement, TeneoBio hereby grants to Licensee, effective upon the date Licensee pays the Selected Antibody License Fee (defined below) in full, an exclusive, perpetual, worldwide, royalty-bearing, sublicenseable through multiple tiers, non-transferrable (except in accordance with Section 10.2) license under the TeneoBio Technology (a) to make, have made and use Delivered Antibodies and CAR Cells during the Selection Period for the purpose of determining which Delivered Antibodies to select as Selected Antibodies, (b) to make, have made and use each Selected Antibody for the purpose of researching, developing, making, having made, using, selling, offering for sale, distributing, promoting, importing, or exporting only CAR Cells expressing Selected Antibodies and CAR Products in the Field, and (c) to research, develop, make, have made, use, import and export CAR Cells expressing Selected Antibodies and CAR Products in the Field and to sell, offer for sale, distribute and promote CAR Products in the Field. For clarity, the foregoing license is to the TeneoBio Technology only; to the extent the CAR Cells or CAR Products include or embody any other intellectual property or proprietary rights (the Non-TeneoBio Rights), TeneoBio is not granting any license in or to such Non-TeneoBio Rights. During the Term, TeneoBio shall not, itself or with or through an Affiliate or Third Party, and shall not grant a Third Party any rights to, develop, manufacture or commercialize, in the Field, any Delivered Antibody or any product containing or service that uses a Delivered Antibody. For the avoidance of doubt, nothing herein shall restrict TeneoBio from using, licensing, and/or exploiting the Delivered Antibodies freely outside of the Field.
3.2 Ownership, Development and Commercialization of CAR Products. As between the parties, subject to the rights and licenses set forth herein, Licensee owns any CAR Cells derived from or containing any Selected Antibody and any CAR Products. As between the parties, Licensee shall have the sole right and responsibility to research, develop, make, have made, and commercialize the CAR Products, and as between the parties, shall be responsible for all marketing, regulatory and development costs directed towards obtaining Regulatory Approval and selling CAR Products. As between the Parties, Licensee will have the sole right to file, prosecute, maintain, defend and enforce patent applications and patents covering CAR Cells derived from or containing any Selected Antibody and CAR Products.
3.3 Reservation of Rights. Except for the rights specifically and unambiguously granted in this Agreement, no right or license is granted or implied. For the avoidance of doubt, TeneoBio does not grant any rights in UniRat to Licensee. Except as provided in Section 3.1 with respect to Delivered Antibodies and Selected Antibodies, nothing herein shall be construed to limit or restrict, in any manner, TeneoBios ability to use and exploit, or allow any Person to use or exploit, UniRat organisms and/or any materials derived or developed therefrom (including antibodies or pharmaceutical products) outside the scope of this Agreement. Without limiting the foregoing and notwithstanding anything to the contrary herein, Licensee understands and agrees that TeneoBio may perform (or may have performed) immunization services for its Affiliates or Third Parties (and/or may allow its Affiliates or Third