Common use of Existing Third Party Agreements Clause in Contracts

Existing Third Party Agreements. As of the Effective Date, GCLC is a party to agreements with the following Third Parties that relate to NK Cells, Licensed Products or Information or Patents related to NK Cells or Licensed Products: [***] (the “Existing Third Party Agreements”). The GCLC Core Technology does not include any Information or Patents Controlled by GCLC by virtue of rights granted under any such Existing Third Party Agreement. The Parties intend that, at Artiva’s election, Xxxxxx would have rights under each such Existing Third Party Agreements in the Territory by amending and restating such Existing Third Party Agreements so that they are each separated into two agreements: (A) one agreement for rights in the Territory (a “Territory Third Party Agreement”), which would be assigned by GCLC to Artiva; and (B) one agreement for rights outside the Territory, which would be retained by GCLC (a “Retained Third Party Agreement”). Xxxxxx would be responsible for all obligations to the Third Party under the applicable Territory Third Party Agreement arising after assignment of the Territory Third Party Agreement to Artiva. GCLC would be responsible for all obligations to the Third Party under the Existing Third Party Agreements arising prior to any separation (including any liability whenever arising for any action or inaction by GCLC thereunder prior to such separation) and for all obligations under the applicable Retained Third Party Agreement. To the extent the foregoing approach is not possible with respect to an Existing Third Party Agreement, then rights under such Existing Third Party Agreement in the Territory will be granted by GCLC to Artiva under the Selected Product License, as applicable, and such Existing Third Party Agreement will be deemed a “Territory Sublicense Third Party Agreement” only if Artiva provides GCLC with written notice in which: (I) Artiva consents to adding Information and Patents under such Existing Third Party Agreement to the definition of Selected Product Technology and such Existing Third Party Agreement to the definition of Territory Sublicense Third Party Agreement; (ii) Artiva agrees to be responsible for all payments that would be owed under such agreement between GCLC and such Third Party (as disclosed to Artiva) due to GCLC’s granting a sublicense to Artiva or Artiva’s practice of such sublicense; and (iii) Artiva acknowledges in writing that its sublicense is subject to the applicable terms and conditions of such Existing Third Party Agreement.

Existing Third Party Agreements. As of the Effective Date, GCLC is a party to agreements with the following Third Parties that relate to NK Cells, Licensed Products or Information or Patents related to NK Cells or Licensed Products: [***] (the “Existing Third Party Agreements”). The GCLC Core Technology does not include any Information or Patents Controlled by GCLC by virtue of rights granted under any such Existing Third Party Agreement. The Parties intend that, at Artiva’s election, Xxxxxx Artiva would have rights under each such Existing Third Party Agreements in the Territory by amending and restating such Existing Third Party Agreements so that they are each separated into two agreements: (A) one agreement for rights in the Territory (a “Territory Third Party Agreement”), which would be assigned by GCLC to Artiva; and (B) one agreement for rights outside the Territory, which would be retained by GCLC (a “Retained Third Party Agreement”). Xxxxxx Artiva would be responsible for all obligations to the Third Party under the applicable Territory Third Party Agreement arising after assignment of the Territory Third Party Agreement to Artiva. GCLC would be responsible for all obligations to the Third Party under the Existing Third Party Agreements arising prior to any separation (including any liability whenever arising for any action or inaction by GCLC thereunder prior to such separation) and for all obligations under the applicable Retained Third Party Agreement. To the extent the foregoing approach is not possible with respect to an Existing Third Party Agreement, then rights under such Existing Third Party Agreement in the Territory will be granted by GCLC to Artiva under the Selected Product License, as applicable, and such Existing Third Party Agreement will be deemed a “Territory Sublicense Third Party Agreement” only if Artiva provides GCLC with written notice in which: (I) Artiva consents to adding Information and Patents under such Existing Third Party Agreement to the definition of Selected Product Technology and such Existing Third Party Agreement to the definition of Territory Sublicense Third Party Agreement; (ii) Artiva agrees to be responsible for all payments that would be owed under such agreement between GCLC and such Third Party (as disclosed to Artiva) due to GCLC’s granting a sublicense to Artiva or Artiva’s practice of such sublicense; and (iii) Artiva acknowledges in writing that its sublicense is subject to the applicable terms and conditions of such Existing Third Party Agreement.

Existing Third Party Agreements. As Genmab represents and warrants to Licensee that: ​ [*] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and is the type of information that we treat as private or confidential. ​ ​ (A) as of the Effective Date, GCLC is a party there are no Third Party agreements [*] necessary to agreements perform the Development, Manufacture or Commercialization of the Licensed Products as envisaged under this Agreement which Genmab [*]; (B) as of the Effective Date, [*], no Third Party has any rights, title or interests in or to, or any license under, any of the [*] that would conflict with the following Third Parties that relate rights and licenses granted to NK CellsLicensee hereunder; (C) except as referenced in Schedule 5, Licensed Products or Information or Patents related to NK Cells or Licensed Products: in [***] (there are no material limitations, conditions or obligations applicable to Licensee as a sublicensee of the “Intellectual Property Rights licensed to Genmab under the Existing Third Party Agreements”); (D) Genmab has provided Licensee with a [*] copy of each of the Existing Third Party Agreements pursuant to which either (i) Genmab has been licensed rights to any material Intellectual Property Rights included in the Genmab Intellectual Property or (ii) material obligations are required to be imposed on Licensee as a sublicensee under such Existing Third Party Agreements. The GCLC Core Technology does not include To [*], each Existing Third Party Agreement is [*] has been received or given under any Information Existing Third Party Agreement. To [*], there is no [*] by Genmab or Patents Controlled by GCLC by virtue of rights granted under its Affiliates that would provide a right to terminate any such Existing Third Party Agreement. The Parties intend that, at Artiva’s election, Xxxxxx would have rights under each ; and (E) any such redacted portions of those Existing Third Party Agreements [*] to enable Licensee to comply with its obligations to Genmab under this Agreement. The foregoing representations and warranties shall apply only in respect of those [*], [*] and [*] clinical candidates existing at the Territory by amending Effective Date and restating such Existing Third Party Agreements so that they are each separated into two agreements: listed in part (A) one agreement for rights in the Territory (a “Territory Third Party Agreement”), which would be assigned by GCLC to Artiva; and (B) one agreement for rights outside the Territory, which would be retained by GCLC (a “Retained Third Party Agreement”). Xxxxxx would be responsible for all obligations to the Third Party under the applicable Territory Third Party Agreement arising after assignment of the Territory Third Party Agreement to Artiva. GCLC would be responsible for all obligations to the Third Party under the Existing Third Party Agreements arising prior to any separation (including any liability whenever arising for any action or inaction by GCLC thereunder prior to such separation) and for all obligations under the applicable Retained Third Party Agreement. To the extent the foregoing approach is not possible with respect to an Existing Third Party Agreement, then rights under such Existing Third Party Agreement in the Territory will be granted by GCLC to Artiva under the Selected Product License, as applicable, and such Existing Third Party Agreement will be deemed a “Territory Sublicense Third Party Agreement” only if Artiva provides GCLC with written notice in which: (I) Artiva consents to adding Information and Patents under such Existing Third Party Agreement to the definition of Selected Product Technology and such Existing Third Party Agreement to the definition of Territory Sublicense Third Party Agreement; (ii) Artiva agrees to be responsible for all payments that would be owed under such agreement between GCLC and such Third Party (as disclosed to Artiva) due to GCLC’s granting a sublicense to Artiva or Artiva’s practice of such sublicense; and (iii) Artiva acknowledges in writing that its sublicense is subject to the applicable terms and conditions of such Existing Third Party Agreementtheir respective definitions.