Common use of Distribution of Intellectual Property Clause in Contracts

Distribution of Intellectual Property. (i) Upon the distribution of the Company’s assets pursuant to this Section 1.2, each Founding Investor or its designated Affiliate will receive, subject to Third Party Rights and Third Party Contracts, (1) a co-exclusive license under Company Intellectual Property Controlled by the Company at the end of the Buy-Out Negotiation Period, for any and all purposes, and (2) a co-exclusive license under Licensed IP licensed to the Company at the end of the Buy-Out Negotiation Period, for any and all purposes within the scope of the license granted to the Company (collectively, the “Distributed IP”); provided, however, that (y) to the extent that one Founding Investor has obtained a license in connection with an Opt-In Election or obtains a license pursuant to Section 1.2(d) or 1.2(e), the licenses to the Distributed IP under this Section 1.2(b) will not include the right to Develop, Manufacture or Commercialize the Program/Project Compounds or Program/Project Therapeutics subject to such Opt-In election or license pursuant to Section 1.2(d) or 1.2(e); and (z) to the extent that a Founding Investor has obtained a license in connection with Section 2.3 of the License Agreement, the licenses to the Distributed IP under this Section 1.2(b) will be subject to such license granted to such Founding Investor. For purposes of this Section 1.2(b)(i), “co-exclusive” means that such license is exercisable by each Founding Investor or its designated Affiliate, and that the Company retains no rights to exercise any such licensed Intellectual Property. (ii) The rights granted to each Founding Investor in this Section 1.2(b) will be (1) royalty-bearing, as set forth in Section 1.2(b)(iii) below, and (2) sublicenseable solely (A) to such Founding Investor’s Affiliates or (B) by such Founding Investor or its Affiliates to a Third Party pursuant to a Bona Fide Collaboration; provided that, (x) each such sublicense will be subject and subordinate to, and consistent with, the terms and conditions of the License Agreement and this Exhibit D, and will provide that any such sublicensee will not further sublicense except on terms consistent with this clause; (y) such Founding Investor will remain responsible for the performance of its sublicensees, and will ensure that all such sublicensees comply with the relevant provisions of the License Agreement and this Exhibit D and (z) in the event of a material default by any of its sublicensees under a sublicense agreement, such Founding Investor will inform the Company and the other Founding Investor and will take such action, after consultation with such other parties, which, in such Founding Investor’s reasonable business judgment, will address such default. (iii) Each Founding Investor will, to the extent it, its Affiliates and/or Sublicensees develop a Royalty-Bearing Product under Intellectual Property distributed from the Company to the Founding Investor pursuant to this Section 1.2(b) that does not become subject to Section 1.2(d) or 1.2(e): (x) pay to the other Founding Investor (or its designated Affiliate) a royalty of [***]% on Net Sales of such Royalty-Bearing Products sold by the selling Founding Investor, its Affiliates and/or Sublicensees, on a Royalty-Bearing Product-by-Royalty-Bearing Product and a country-by-country basis, during the Royalty Term (provided, however, that, for the remainder of the relevant Royalty Term following the end of both the relevant Exclusivity Period, the royalty rate will be [***]%), and (y) be responsible for all milestones, royalties and other payments payable to Third Parties in respect of the exercise of such license by such selling Founding Investor, its Affiliates and/or Sublicensees, including without limitation any amounts payable by either Founding Investor or the Company to its Third Party licensors with respect to the license and sublicense granted to such Founding Investor pursuant to this Section 1.2(b). The royalty-paying Founding Investor will use Commercially Reasonable Efforts to benefit from offsets to the amounts payable to such Founding Investor’s Third Party licensors.

Distribution of Intellectual Property. (i) Upon the distribution of the Company’s assets pursuant to this Section 1.2, each Founding Investor or its designated Affiliate will receive, subject to Third Party Rights and Third Party Contracts, (1) a co-exclusive license under Company Intellectual Property Controlled by the Company at the end of the Buy-Out Negotiation Period, for any and all purposes, and (2) a co-exclusive license under Licensed IP licensed to the Company at the end of the Buy-Out Negotiation Period, for any and all purposes within the scope of the license granted to the Company (collectively, the “Distributed IP”); provided, however, that (y) to the extent that one Founding Investor has obtained a license in connection with an Opt-In Election or obtains a license pursuant to Section 1.2(d) or 1.2(e), the licenses to the Distributed IP under this Section 1.2(b) will not include the right to Develop, Manufacture or Commercialize the Program/Project Compounds or Program/Project Therapeutics subject to such Opt-In election or license pursuant to Section 1.2(d) or 1.2(e); and (z) to the extent that a Founding Investor has obtained a license in connection with Section 2.3 of the License Agreement, the licenses to the Distributed IP under this Section 1.2(b) will be subject to such license granted to such Founding Investor. For purposes of this Section 1.2(b)(i), “co-exclusive” means that such license is exercisable by each Founding Investor or its designated Affiliate, and that the Company retains no rights to exercise any such licensed Intellectual Property. (ii) The rights granted to each Founding Investor in this Section 1.2(b) will be (1) royalty-bearing, as set forth in Section 1.2(b)(iii) below, and (2) sublicenseable solely (A) to such Founding Investor’s Affiliates or (B) by such Founding Investor or its Affiliates to a Third Party pursuant to a Bona Fide Collaboration; provided that, (x) each such sublicense will be subject and subordinate to, and consistent with, the terms and conditions of the License Agreement and this Exhibit D, and will provide that any such sublicensee will not further sublicense except on terms consistent with this clause; (y) such Founding Investor will remain responsible for the performance of its sublicensees, and will ensure that all such sublicensees comply with the relevant provisions of the License Agreement and this Exhibit D and (z) in the event of a material default by any of its sublicensees under a sublicense agreement, such Founding Investor will inform the Company and the other Founding Investor and will take such action, after consultation with such other parties, which, in such Founding Investor’s reasonable business judgment, will address such default. (iii) Each Founding Investor will, to the extent it, its Affiliates and/or Sublicensees develop a Royalty-Bearing Product under Intellectual Property distributed from the Company to the Founding Investor pursuant to this Section 1.2(b) that does not become subject to Section 1.2(d) or 1.2(e): (x) pay to the other Founding Investor (or its designated Affiliate) a royalty of [...***...]% on Net Sales of such Royalty-Bearing Products sold by the selling Founding Investor, its Affiliates and/or Sublicensees, on a Royalty-Bearing Product-by-Royalty-Bearing Product and a country-by-country basis, during the Royalty Term (provided, however, that, for the remainder of the relevant Royalty Term following the end of both the relevant Exclusivity Period, the royalty rate will be [...***...]%), and (y) be responsible for all milestones, royalties and other payments payable to Third Parties in respect of the exercise of such license by such selling Founding Investor, its Affiliates and/or Sublicensees, including without limitation any amounts payable by either Founding Investor or the Company to its Third Party licensors with respect to the license and sublicense granted to such Founding Investor pursuant to this Section 1.2(b). The royalty-paying Founding Investor will use Commercially Reasonable Efforts to benefit from offsets to the amounts payable to such Founding Investor’s Third Party licensors.

Distribution of Intellectual Property. (i) Upon the distribution of the Company’s assets pursuant to this Section 1.29.3, each Founding Investor Member or its designated Affiliate will receive, subject to Third Party Rights and Third Party Contracts, (1) a co-exclusive license under Company Intellectual Property Controlled by the Company at the end of the Buy-Out Negotiation Period, for any and all purposes, and (2) a co-exclusive license under Licensed IP licensed to the Company at the end of the Buy-Out Negotiation Period, for any and all purposes within the scope of the license granted to the Company (collectively, the “Distributed IP”); provided, however, that (y) to the extent that one Founding Investor Member has obtained a license in connection with an Opt-In Election or obtains a license pursuant to Section 1.2(d9.3(d) or 1.2(e9.3(e), the licenses to the Distributed IP under this Section 1.2(b9.3(b) will not include the right to Develop, Manufacture or Commercialize the Program/Project Compounds or Program/Project Therapeutics subject to such Opt-In election or license pursuant to Section 1.2(d9.3(d) or 1.2(e9.3(e); and (z) to the extent that a Founding Investor Member has obtained a license in connection with Section 2.3 of the License Agreement, the licenses to the Distributed IP under this Section 1.2(b9.3(b) will be subject to such license granted to such Founding InvestorMember. For purposes of this Section 1.2(b)(i9.3(b)(i), “co-exclusive” means that such license is exercisable by each Founding Investor Member or its designated Affiliate, and that the Company retains no rights to exercise any such licensed Intellectual Property. (ii) The rights granted to each Founding Investor Member in this Section 1.2(b9.3(b) will be (1) royalty-bearing, as set forth in Section 1.2(b)(iii9.3(b)(iii) below, and (2) sublicenseable solely (A) to such Founding InvestorMember’s Affiliates or (B) by such Founding Investor Member or its Affiliates to a Third Party pursuant to a Bona Fide Collaboration; provided that, (x) each such sublicense will be subject and subordinate to, and consistent with, the terms and conditions of the License Agreement and this Exhibit DAgreement, and will provide that any such sublicensee will not further sublicense except on terms consistent with this clause; (y) such Founding Investor Member will remain responsible for the performance of its sublicensees, and will ensure that all such sublicensees comply with the relevant provisions of the License Agreement and this Exhibit D Agreement and (z) in the event of a material default by any of its sublicensees under a sublicense agreement, such Founding Investor Member will inform the Company and the other Founding Investor Member and will take such action, after consultation with such other partiesParties, which, in such Founding InvestorMember’s reasonable business judgment, will address such default. (iii) Each Founding Investor Member will, to the extent it, its Affiliates and/or Sublicensees develop a Royalty-Bearing Product under Intellectual Property distributed from the Company to the Founding Investor Member pursuant to this Section 1.2(b9.3(b) that does not become subject to Section 1.2(d9.3(d) or 1.2(e9.3(e): (x) pay to the other Founding Investor Member (or its designated Affiliate) a royalty of [***]% on Net Sales of such Royalty-Bearing Products sold by the selling Founding InvestorMember, its Affiliates and/or Sublicensees, on a Royalty-Bearing Product-by-Royalty-Bearing Product and a country-by-country basis, during the Royalty Term (provided, however, that, for the remainder of the relevant Royalty Term following the end of both the relevant Exclusivity Period, the royalty rate will be [***]%), and (y) be responsible for all milestones, royalties and other payments payable to Third Parties in respect of the exercise of such license by such selling Founding InvestorMember, its Affiliates and/or Sublicensees, including without limitation any amounts payable by either Founding Investor Member or the Company to its Third Party licensors with respect to the license and sublicense granted to such Founding Investor Member pursuant to this Section 1.2(b9.3(b). The royalty-paying Founding Investor Member will use Commercially Reasonable Efforts to benefit from offsets to the amounts payable to such Founding InvestorMember’s Third Party licensors.

Distribution of Intellectual Property. (i) Upon the distribution of the Company’s assets pursuant to this Section 1.29.3, each Founding Investor Member or its designated Affiliate will receive, subject to Third Party Rights and Third Party Contracts, (1) a co-exclusive license under Company Intellectual Property Controlled by the Company at the end of the Buy-Out Negotiation Period, for any and all purposes, and (2) a co-exclusive license under Licensed IP licensed to the Company at the end of the Buy-Out Negotiation Period, for any and all purposes within the scope of the license granted to the Company (collectively, the “Distributed IP”); provided, however, that (y) to the extent that one Founding Investor Member has obtained a license in connection with an Opt-In Election or obtains a license pursuant to Section 1.2(d9.3(d) or 1.2(e9.3(e), the licenses to the Distributed IP under this Section 1.2(b9.3(b) will not include the right to Develop, Manufacture or Commercialize the Program/Project Compounds or Program/Project Therapeutics subject to such Opt-In election or license pursuant to Section 1.2(d9.3(d) or 1.2(e9.3(e); and (z) to the extent that a Founding Investor Member has obtained a license in connection with Section 2.3 of the License Agreement, the licenses to the Distributed IP under this Section 1.2(b9.3(b) will be subject to such license granted to such Founding InvestorMember. For purposes of this Section 1.2(b)(i9.3(b)(i), “co-exclusive” means that such license is exercisable by each Founding Investor Member or its designated Affiliate, and that the Company retains no rights to exercise any such licensed Intellectual Property. (ii) The rights granted to each Founding Investor Member in this Section 1.2(b9.3(b) will be (1) royalty-bearing, as set forth in Section 1.2(b)(iii9.3(b)(iii) below, and (2) sublicenseable solely (A) to such Founding InvestorMember’s Affiliates or (B) by such Founding Investor Member or its Affiliates to a Third Party pursuant to a Bona Fide Collaboration; provided that, (x) each such sublicense will be subject and subordinate to, and consistent with, the terms and conditions of the License Agreement and this Exhibit DAgreement, and will provide that any such sublicensee will not further sublicense except on terms consistent with this clause; (y) such Founding Investor Member will remain responsible for the performance of its sublicensees, and will ensure that all such sublicensees comply with the relevant provisions of the License Agreement and this Exhibit D Agreement and (z) in the event of a material default by any of its sublicensees under a sublicense agreement, such Founding Investor Member will inform the Company and the other Founding Investor Member and will take such action, after consultation with such other partiesParties, which, in such Founding InvestorMember’s reasonable business judgment, will address such default. (iii) Each Founding Investor Member will, to the extent it, its Affiliates and/or Sublicensees develop a Royalty-Bearing Product under Intellectual Property distributed from the Company to the Founding Investor Member pursuant to this Section 1.2(b9.3(b) that does not become subject to Section 1.2(d9.3(d) or 1.2(e9.3(e): (x) pay to the other Founding Investor Member (or its designated Affiliate) a royalty of [***]% on Net Sales of such Royalty-Bearing Products sold by the selling Founding InvestorMember, its Affiliates and/or Sublicensees, on a Royalty-Bearing Product-by-Royalty-Bearing Product and a country-by-country basis, during the Royalty Term (provided, however, that, for the remainder of the relevant Royalty Term following the end of both the relevant Exclusivity Period, the royalty rate will be [***]%), and (y) be responsible for all milestones, royalties and other payments payable to Third Parties in respect of the exercise of such license by such selling Founding InvestorMember, its Affiliates and/or Sublicensees, including without limitation any amounts payable by either Founding Investor Member or the Company to its Third Party licensors with respect to the license and sublicense granted to such Founding Investor Member pursuant to this Section 1.2(b9.3(b). The royalty-paying Founding Investor Member will use Commercially Reasonable Efforts to benefit from offsets to the amounts payable to such Founding InvestorMember’s Third Party licensors.