Common use of Development and Commercialization License Clause in Contracts

Development and Commercialization License. Subject to the terms and conditions of this Agreement, on a Research Program Target-by-Research Program Target basis and effective on the ImmunoGen Option Exercise Date for such Research Program Target, (a) the Licensed Intellectual Property (as defined in the ImmunoGen License Agreement) shall be licensed by CytomX to ImmunoGen with respect to the Research Program Target specified in the Option Exercise Notice (each, an “ImmunoGen Licensed Target”) on the terms and subject to the conditions set forth in the ImmunoGen License Agreement, and (b) the foregoing Development and Commercialization License shall be effective as of the ImmunoGen Option Exercise Date. CytomX shall deliver to ImmunoGen, within ten (10) Business Days following the ImmunoGen Option Exercise Date, an ImmunoGen License Agreement executed on behalf of CytomX in which CytomX has (i) inserted the name and unique UniProtKB/Swiss Prot accession number of the applicable ImmunoGen Licensed Target in Schedule A of the ImmunoGen License Agreement, and (ii) inserted the ImmunoGen Option Exercise Date as the effective date of the ImmunoGen License Agreement. If either Party fails to deliver an executed copy of the ImmunoGen License Agreement as described above, CytomX shall nevertheless be deemed to have granted ImmunoGen the rights with respect to the ImmunoGen Licensed Target consistent with the ImmunoGen License Agreement.

Development and Commercialization License. Subject to the terms and conditions of this Agreement, on a Research Program Target-by-Research Program Target basis and effective on the ImmunoGen CytomX Option Exercise Date for such its Research Program Target, (a) the Licensed Intellectual Property (as defined in the ImmunoGen CytomX License Agreement) shall be licensed by ImmunoGen to CytomX to ImmunoGen with respect to the Research Program Target specified in the Option Exercise Notice (each, an the “ImmunoGen CytomX Licensed Target”) on the terms and subject to the conditions set forth in the ImmunoGen CytomX License Agreement, and (b) the foregoing Development and Commercialization License license shall be effective as of the ImmunoGen CytomX Option Exercise Date. CytomX ImmunoGen shall deliver to ImmunoGenCytomX, within ten (10) Business Days [***] following the ImmunoGen CytomX Option Exercise Date, an ImmunoGen a CytomX License Agreement executed on behalf of CytomX ImmunoGen in which CytomX ImmunoGen has (i) inserted the name and unique UniProtKB/Swiss Prot accession number of the applicable ImmunoGen Licensed Target in Schedule A of the ImmunoGen CytomX License Agreement, and (ii) inserted the ImmunoGen CytomX Option Exercise Date as the effective date of the ImmunoGen CytomX License Agreement. If either Party fails to deliver an executed copy of the ImmunoGen CytomX License Agreement as described above, CytomX ImmunoGen shall nevertheless be deemed to have granted ImmunoGen CytomX the rights with respect to the ImmunoGen CytomX Licensed Target consistent with the ImmunoGen CytomX License Agreement.

Development and Commercialization License. Subject to the terms and conditions of this Agreement, on a Research Program Target-by-Research Program Target basis and effective on the ImmunoGen CytomX Option Exercise Date for such its Research Program Target, (a) the Licensed Intellectual Property (as defined in the ImmunoGen CytomX License Agreement) shall be licensed by ImmunoGen to CytomX to ImmunoGen with respect to the Research Program Target specified in the Option Exercise Notice (each, an the “ImmunoGen CytomX Licensed Target”) on the terms and subject to the conditions set forth in the ImmunoGen CytomX License Agreement, and (b) the foregoing Development and Commercialization License license shall be effective as of the ImmunoGen CytomX Option Exercise Date. CytomX ImmunoGen shall deliver to ImmunoGenCytomX, within ten (10) Business Days following the ImmunoGen CytomX Option Exercise Date, an ImmunoGen a CytomX License Agreement executed on behalf of CytomX ImmunoGen in which CytomX ImmunoGen has (i) inserted the name and unique UniProtKB/Swiss Prot accession number of the applicable ImmunoGen Licensed Target in Schedule A of the ImmunoGen CytomX License Agreement, and (ii) inserted the ImmunoGen CytomX Option Exercise Date as the effective date of the ImmunoGen CytomX License Agreement. If either Party fails to deliver an executed copy of the ImmunoGen CytomX License Agreement as described above, CytomX ImmunoGen shall nevertheless be deemed to have granted ImmunoGen CytomX the rights with respect to the ImmunoGen CytomX Licensed Target consistent with the ImmunoGen CytomX License Agreement.