Common use of Additional License Terms Clause in Contracts

Additional License Terms. Notwithstanding anything to the contrary herein, the use of the terms “have made” and “make” in the license granted to GSK under Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Section 5.1 as well as the Liquidia Respiratory License in Section 5.2(a) and the Inhaled License in Section 5.2(b), shall be subject to the additional terms and restrictions set forth below. (i) GSK’s license under Section 5.1 to “have made” Research Materials shall be limited to the right to engage a Third Party reasonably acceptable to Liquidia to make Research Materials using PRINT molds supplied by Liquidia (including the right to manufacture PRINT Material) if Liquidia cannot fulfill its obligation to supply Research Materials under Section 9.1(a); provided, that such Third Party shall not have the right to use or access PRINT Tooling unless Liquidia also fails to supply PRINT molds as described above, in which case, Liquidia also shall provide PRINT Tooling to such Third Party. In addition, the foregoing right to “have made” shall apply only when the Parties reasonably agree, based on discussion at the JSC as described in Section 2.1(d)(viii), that engagement of a Third Party as described above is more likely to decrease the delay of conducting the Inhaled Plan due to lack of supply of PRINT Materials and Research Materials than allowing Liquidia to cure such inability to supply. (ii) GSK’s right to “make” and “have made” Liquidia Respiratory Product, Research Products and Inhaled Products as set forth in Sections 5.2(a) and (b) shall be limited as follows: (A) after exercise of the Liquidia Respiratory Option or Inhaled Option, as applicable, GSK shall have the right to make, and to engage a Third Party reasonably acceptable to Liquidia to make, the Liquidia Respiratory Product or Research Products, as applicable, using PRINT molds supplied by Liquidia (including the right to manufacture PRINT Material), if Liquidia cannot or does not supply PRINT Materials or Research Products in accordance with an agreed Development Supply Agreement, as required for GSK to develop the Liquidia Respiratory Product or Research Products; provided that GSK and such Third Party shall not have access to or the right to use PRINT Tooling under this Section 5.2(c)(ii)(A), subject to Section 5.2(c)(ii)(B); (B) after exercise of the Liquidia Respiratory Option or Inhaled Option, as applicable, GSK shall have the right to make, and to engage a Third Party reasonably acceptable to Liquidia to make, the Liquidia Respiratory Product or Research Products, as applicable, using PRINT and PRINT Tooling if either (1) the conditions of Section 5.2(c)(ii)(A) are met and Liquidia does not or cannot supply PRINT molds as set forth in Section 5.2(c)(ii)(A), or (2) the Parties cannot agree to the terms of a Development Supply Agreement; and (C) after exercise of the Liquidia Respiratory Option or Inhaled Option, as applicable, and either (1) failure of Liquidia to fulfill its obligations under the Commercial Supply Agreement described in Section 9.2, including manufacture in accordance with GMP and GSK’s quality standards, (2) the Parties’ inability to agree on commercially reasonable terms of a Commercial Supply Agreement, or (3) GSK’s assessment, in its sole discretion, that Liquidia shall not be GSK’s supplier (in which case no Commercial Supply Agreement will be entered into between GSK and Liquidia), then, in each case, GSK shall have the right to make, and to engage a Third Party to make the Liquidia Respiratory Product, Research Products or Inhaled Products, as applicable, using PRINT and PRINT Tooling Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (including the right to manufacture PRINT Material) for development of Research Products that require commercial grade supply or for development and commercialization of Inhaled Products.

Additional License Terms. Notwithstanding anything to the contrary herein, the use of the The following additional terms “have made” and “make” in the license granted to GSK under Confidential treatment has been requested apply with respect to portions of this agreement as indicated by “[***]” Materials and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission Supplier Ancillary Materials licensed pursuant to Rule 24b-2 Section 4.26 (collectively, “Licensed Materials”): All Licensed Materials shall be the Information of Supplier under Section 3.17 of the Securities Exchange Act Agreement. The reservation of 1934rights and the restrictions contained in section 3.33.B applicable to Standard Software shall also apply to Supplier Ancillary Materials. If the Licensed Materials make available cellular tower identification information with associate latitude and longitude location information, AT&T agrees that it will not use such latitude and longitude location information to create a latitude/longitude lookup database for cellular towers. SOLELY WITH RESPECT TO SUPPLIER’S LICENSORS, EXCEPT FOR THOSE WARRANTIES WHICH MAY BE EXPRESSLY PASSED THROUGH TO AT&T, SUPPLIER’S LICENSORS MADE NO WARRANTY TO AT&T IN CONNECTION WITH THE LICENSED MATERIALS, AND HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. IN NO EVENT SHALL SUPPLIER’S LICENSORS BE LIABLE TO AT&T FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE LICENSED MATERIALS. THIS IS IN NO WAY INTENDED TO DILUTE SUPPLIER’S WARRANTIES OR LIABILITY TO AT&T. AT&T acknowledges and consents to the following, notwithstanding anything else in the Agreement: in order to perform to its specifications, the Licensed Materials regularly communicate with Supplier hardware/software/servers during the normal course of operation. To the extent Supplier gains access to any personally identifiable information about AT&T or its Customers or their end users in connection with such communications (“Identifiable Information”), Supplier agrees that it (and/or its contractors) will not ever share such Identifiable Information with other third parties except (i) where pre-approved by AT&T or Customer, as amended. Section 5.1 applicable, (ii) as well required by law, or (iii) to its contractors under obligations of confidentiality as required to support AT&T or the Liquidia Respiratory License in Section 5.2(aCustomer and maintain the Licensed Materials. AT&T agrees that, to the extent permitted by applicable law, Supplier and/or Supplier’s contractors may also collect aggregated anonymous information about device and usage activity (“Aggregated Anonymous Data”) and use, store, analyze, and disclose such Aggregate Anonymous Data to diagnose problems, improve its products or offerings, provide services, and to conduct product marketing, research and development activities. Aggregate Anonymous Data shall only include data or information which is NOT specifically identifiable to AT&T or its Customers or their end users. AT&T understands and agrees that such Aggregate Anonymous Data shall be owned by Supplier and Supplier shall not be restricted from using or disclosing such Aggregate Anonymous Data in any way. Third Party Code. Licensed Materials utilize and/or interface with other third party material, including open source libraries/components/applications/user interface/utilities (collectively referred to as “Third Party Code”); to the Inhaled License in Section 5.2(b)extent applicable, use of Third Party Code shall be subject to the additional terms and restrictions set forth below. (i) GSK’s license under Section 5.1 to “have made” Research Materials shall be limited to the right to engage a Third Party reasonably acceptable to Liquidia to make Research Materials using PRINT molds supplied by Liquidia (including the right to manufacture PRINT Material) if Liquidia cannot fulfill its obligation to supply Research Materials under Section 9.1(a); provided, that notices/disclaimers/requirements of such Third Party shall not have the right Code provided to use or access PRINT Tooling unless Liquidia also fails to supply PRINT molds AT&T as described above, in which case, Liquidia also shall provide PRINT Tooling to such Third Party. In addition, the foregoing right to “have made” shall apply only when the Parties reasonably agree, based on discussion at the JSC as described in Section 2.1(d)(viii), that engagement a part of a Third Party as described above is more likely to decrease the delay of conducting the Inhaled Plan due to lack of supply of PRINT Materials and Research Materials than allowing Liquidia to cure such inability to supplyDocumentation. (ii) GSK’s right to “make” and “have made” Liquidia Respiratory Product, Research Products and Inhaled Products as set forth in Sections 5.2(a) and (b) shall be limited as follows: (A) after exercise of the Liquidia Respiratory Option or Inhaled Option, as applicable, GSK shall have the right to make, and to engage a Third Party reasonably acceptable to Liquidia to make, the Liquidia Respiratory Product or Research Products, as applicable, using PRINT molds supplied by Liquidia (including the right to manufacture PRINT Material), if Liquidia cannot or does not supply PRINT Materials or Research Products in accordance with an agreed Development Supply Agreement, as required for GSK to develop the Liquidia Respiratory Product or Research Products; provided that GSK and such Third Party shall not have access to or the right to use PRINT Tooling under this Section 5.2(c)(ii)(A), subject to Section 5.2(c)(ii)(B); (B) after exercise of the Liquidia Respiratory Option or Inhaled Option, as applicable, GSK shall have the right to make, and to engage a Third Party reasonably acceptable to Liquidia to make, the Liquidia Respiratory Product or Research Products, as applicable, using PRINT and PRINT Tooling if either (1) the conditions of Section 5.2(c)(ii)(A) are met and Liquidia does not or cannot supply PRINT molds as set forth in Section 5.2(c)(ii)(A), or (2) the Parties cannot agree to the terms of a Development Supply Agreement; and (C) after exercise of the Liquidia Respiratory Option or Inhaled Option, as applicable, and either (1) failure of Liquidia to fulfill its obligations under the Commercial Supply Agreement described in Section 9.2, including manufacture in accordance with GMP and GSK’s quality standards, (2) the Parties’ inability to agree on commercially reasonable terms of a Commercial Supply Agreement, or (3) GSK’s assessment, in its sole discretion, that Liquidia shall not be GSK’s supplier (in which case no Commercial Supply Agreement will be entered into between GSK and Liquidia), then, in each case, GSK shall have the right to make, and to engage a Third Party to make the Liquidia Respiratory Product, Research Products or Inhaled Products, as applicable, using PRINT and PRINT Tooling Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (including the right to manufacture PRINT Material) for development of Research Products that require commercial grade supply or for development and commercialization of Inhaled Products.