Nabi Biopharmaceuticals (NABI)

Licenses; Grants of Rights

5.1. License.

(a) Nabi hereby grants to Kedrion an exclusive license (even as to Nabi, except as set forth in Section 5.2) under the Nabi Know-how and the Nabi Patent Rights, as presently existing or hereafter arising, and Nabi’s Trademarks to be used in connection with the Licensed Product pursuant to Section 7.8 hereof, to perform research and clinical development activities with respect to, and to use, market, sell, offer for sale and import, but not to make or have made, the Licensed Product within the Field in the Territory.

(b) Kedrion hereby grants to Nabi a non-exclusive, paid-up, royalty free, perpetual, license, with the right to sublicense, under the Kedrion Patent Rights granted outside the Territory and the Kedrion Know-how (including the Know-how communicated to Nabi pursuant to Section 4.4 above) to perform research and clinical development activity with respect to and to manufacture, use, market, sell, offer for sale and import the Licensed Product within Field outside the Territory.

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[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

(c) Without limiting any other provision of this Agreement, the Parties agree that each Party and its Affiliates is hereby licensed to use and refer to any of the other Party’s and its Affiliates’ technical, pre-clinical and clinical trial data relating to the use of the Licensed Product in the Field that are in such other Party’s and its Affiliates’ possession or Control on the Effective Date or thereafter during the Term.

(d) Kedrion agrees that it will not use any part of the Nabi Know-how except to develop and, if permitted by Section 4.5 above, to manufacture the Licensed Product for sale in the Territory. Without limiting the foregoing, Kedrion further agrees that it will not use any part of the Nabi Know-how to develop or manufacture any Hepatitis C Immune Globulin (Human) polycolonal antibody product that contains antibodies to Hepatitis C virus other than the Licensed Product as contemplated hereby.

5.2. Retained Rights.

(a) This Agreement does not convey to Kedrion any rights in any Other Nabi Technologies by implication, estoppel or otherwise. Title to the Nabi Know-how, Nabi Patent Rights (if any) and Other Nabi Technologies shall at all times remain vested in Nabi. Without limiting the foregoing, Nabi does hereby retain the right to use the Nabi Know-how and Nabi Patent Rights (if any) to perform work in the Territory as requested by Kedrion hereunder and to otherwise support the development and commercialization of the Licensed Product outside the Territory and in the Territory as provided in this Agreement. For the avoidance of doubt, Nabi also retains the right to utilize the Nabi Know-how and Nabi Patent Rights (if any) to exploit the Other Nabi Technologies in any way it sees fit (including without limitation directly or through sublicensees and other third parties), so long as such exploitation is not directly competitive with the license granted to Kedrion in Section 5.1 above.

(b) This Agreement does not convey to Nabi any rights in any intellectual property of Kedrion by implication, estoppel or otherwise, except for the rights expressly granted in Sections 4.4, 5.1(b), 7.1 and 9.4 (c).

5.3. Sublicenses. With the prior written consent of Nabi, which consent shall not be unreasonably withheld, Kedrion shall have the right to grant sublicenses of its rights under this Agreement to perform research and clinical development activities with respect to, and to use, market, sell, offer for sale and import, but not to make or have made, the Licensed Product within the Field in the Territory, provided, however, that: (a) Kedrion guarantees the making of all payments due to Nabi by reason of sales of the Licensed Product by any such sublicensee and its compliance with all terms of this Agreement applicable to Kedrion (including, without limitation, all terms of this Agreement identified as applicable to a sublicensee of Kedrion); and (b) any such sublicensee agrees with Nabi in writing (i) to keep books and records and permit Nabi to review the information concerning such books and records in accordance with the terms of this Agreement and (ii) to comply with all other terms of this Agreement applicable to Kedrion (including, without limitation, all terms of this Agreement identified as applicable to a sublicensee of Kedrion).

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[*****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.