Common use of Existing License Agreements Clause in Contracts

Existing License Agreements. 5.5.1. The rights granted to Biogen, its Affiliates or Sublicensees under this Agreement are subordinate to the terms and conditions of the Existing License Agreements, including the coordination of prosecution or enforcement of Patent Rights or other intellectual property rights under the applicable agreement. 5.5.2. Biogen shall be entitled to grant a sublicense under its sublicense rights in the [***] Agreements in conjunction with a license to technology owned or controlled by Biogen that (a) is included in or useful for the making of [***] Products and (b) is intended to be included in or used in the manufacture of [***] Products by the Sublicensee. Biogen shall only be entitled to sublicense its rights under each [***] Agreement on the terms set forth in in Section 2.3 of such [***] Agreement. 5.5.3. It is understood that the United States Government (through any of its agencies or otherwise) has funded research, [***] during the course of or under which certain of the inventions of the AGTC Patent Rights licensed to AGTC under Existing License Agreements were conceived or made. The United States Government is entitled, as a right, under the provisions of 35 U.S.C. §202-212 and applicable regulations of Title 37 of the Code of Federal Regulations, to a non-exclusive, nontransferable, irrevocable, paid-up license to practice or have practiced the inventions of such AGTC Patent Rights for governmental purposes. Any license granted to Biogen in this Agreement shall be subject to such right. 5.5.4. Biogen shall include the following provisions in any sublicense to a Sublicensee, revised as appropriate to apply to such Sublicensee as it applies to Biogen, to the extent such AGTC Technology is sublicensed and to the extent such provision applies to AGTC’s licensors of such AGTC Technology: 5.5, 8.1.6(b), 11.4, 14.2.4, 14.6.3, 15.1.8, 15.3, 15.4, 15.5, 15.6, 15.7, 17.2, 17.5, 17.6.2, 17.6.3, 18.1, 18.9 and 18.

Existing License Agreements. 5.5.1. (a) The rights granted to BiogenLICENSEE, its Affiliates or Sublicensees under this Agreement are subject and subordinate to the terms and conditions of the Existing License Agreements, including the coordination of prosecution or enforcement of Patent Rights or other intellectual property rights under the applicable agreement. 5.5.2. Biogen (b) LICENSEE shall be entitled to grant a sublicense under its sublicense rights in the [***] Agreements in conjunction with a license to technology owned or controlled by Biogen LICENSEE that (ai) is included in or useful for the making of [***] Products and (bii) is intended to be included in or used in the manufacture of [***] Products by the Sublicensee. Biogen LICENSEE shall only be entitled to sublicense its rights under each [***] Agreement on the terms set forth in in Section 2.3 of such [***] Agreement. 5.5.3. (c) It is understood that the United States Government (through any of its agencies or otherwise) has funded research, [***] during the course of or under which certain of the inventions of the AGTC [***] Manufacturing Patent Rights licensed to AGTC under Existing License Agreements the UF/JHU Agreement were conceived or made. The United States Government is entitled, as a right, under the provisions of 35 U.S.C. §202-212 and applicable regulations of Title 37 of the Code of Federal Regulations, to a non-exclusive, nontransferable, irrevocable, paid-up license to practice or have practiced the inventions of such AGTC [***] Manufacturing Patent Rights for governmental purposes. Any license under the Patent Rights in the UF/JHU Agreement granted to Biogen LICENSEE in this Agreement shall be subject to such right. 5.5.4. Biogen (d) LICENSEE shall include the following provisions in any sublicense to a Sublicensee, revised as appropriate to apply to such Sublicensee as it applies to BiogenLICENSEE, to the extent such AGTC [***] Manufacturing Technology is sublicensed and to the extent such provision applies to AGTC’s licensors of such AGTC [***] Manufacturing Technology: 5.5Sections 3.5, 8.1.6(b4.4, 5.6, 5.7, 8.10, 9.3, 9.4, 9.5, 9.6, 9.7, 10.3, 10.5, 12.6(c), 11.414.1, 14.2.414.8 and 14.14. The Parties acknowledge and agree that in the event that any Technology is included in the licenses granted to LICENSEE under this Agreement pursuant to Section 8.7(b)(i), 14.6.3additional obligations and restrictions may need to be included in this Agreement prior to such Technology being included in such licenses. Without limiting the foregoing, 15.1.8upon LICENSEE’s election to take a sublicense under Section 8.7(b)(i) to any Technology, 15.3, 15.4, 15.5, 15.6, 15.7, 17.2, 17.5, 17.6.2, 17.6.3, 18.1, 18.9 and 18the Parties shall update Schedule 3.2 to include any restrictions on LICENSEE’s right to sublicense such Technology.