Common use of Grants to AbbVie Clause in Contracts

Grants to AbbVie. Subject to the prerequisites and restrictions of Sections 5.1 and 5.4, Ablynx (on behalf of itself and its Affiliates) hereby grants to AbbVie upon proceeding with the In-Licensing: 5.2.1 an exclusive (including with regard to Ablynx and its Affiliates except as provided in Section 5.7) license (or sublicense as the case may be), with the right to grant sublicenses in accordance with Section 5.4, under the Ablynx Product Patents, the Ablynx Know-How, and Ablynx’s interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compound and Licensed Products in the Field in the Territory; 5.2.2 an exclusive (including with regard to Ablynx and its Affiliates except as provided in Section 5.7) license with respect to an anti-IL6R Nanobody, with the right to grant sublicenses in accordance with Section 5.4, under the Ablynx Nanobody Patents, solely to Exploit the Licensed Compound and Licensed Products in the Field in the Territory; 5.2.3 an exclusive (including with regard to Ablynx and its Affiliates except as provided in Section 5.7) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.4, under the Regulatory Approvals and any other Regulatory Documentation that Ablynx or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products as necessary for purposes of Exploiting the Licensed Compound and Licensed Products in the Field in the Territory; and 5.2.4 Subject to Section 7.1.5, a non-exclusive license, with the right to grant sublicenses in accordance with Section 5.4, to use Ablynx Corporate Names solely as required to Exploit the Licensed Compounds or Licensed Products in the Field in the Territory and for no other purpose. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Grants to AbbVie. Subject to the prerequisites and restrictions of Sections 5.1 and 5.4, Ablynx (on behalf of itself and its Affiliates) hereby grants to AbbVie upon proceeding with the In-Licensing: 5.2.1 an exclusive (including with regard to Ablynx and its Affiliates except as provided in Section 5.7) license (or sublicense as the case may be), with the right to grant sublicenses in accordance with Section 5.4, under the Ablynx Product Patents, the Ablynx Know-How, and Ablynx’s interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compound and Licensed Products in the Field in the Territory; 5.2.2 an exclusive (including with regard to Ablynx and its Affiliates except as provided in Section 5.7) license with respect to an anti-IL6R Nanobody, with the right to grant sublicenses in accordance with Section 5.4, under the Ablynx Nanobody Patents, solely to Exploit the Licensed Compound and Licensed Products in the Field in the Territory; 5.2.3 an exclusive (including with regard to Ablynx and its Affiliates except as provided in Section 5.7) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.4, under the Regulatory Approvals and any other Regulatory Documentation that Ablynx or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products as necessary for purposes of Exploiting the Licensed Compound and Licensed Products in the Field in the Territory; and 5.2.4 Subject to Section 7.1.5, a non-exclusive license, with the right to grant sublicenses in accordance with Section 5.4, to use Ablynx Corporate Names solely as required to Exploit the Licensed Compounds or Licensed Products in the Field in the Territory and for no other purpose. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Grants to AbbVie. Subject to 6.1.1 Upon the prerequisites and restrictions of Sections 5.1 and 5.4Effective Date, Ablynx Licensor (on behalf of itself and its Affiliates) hereby grants to AbbVie upon proceeding with the InAbbVie, on an Accepted Target-Licensingby-Accepted Target basis: 5.2.1 (a) an exclusive (including with regard to Ablynx Licensor and its Affiliates Affiliates, except as provided in Section 5.76.6) license (or sublicense as the case may besublicense), with the right to grant sublicenses in accordance with Section 5.46.3, under the Ablynx Product Licensor Background Patents, the Ablynx Licensor Program Patents, the Licensor Background Know-How, the Licensor Program Know-How and AblynxLicensor’s interests in the Joint Program Patents and the Joint Program Know-How, to (a) characterize and test Discovery Probodies; (b) use Discovery Probodies to Manufacture and Develop Discovery PDCs and (c) Exploit the Licensed Compound AbbVie Probodies, Discovery PDCs and Licensed Products in the Field in the Territory; 5.2.2 (b) an exclusive (including with regard to Ablynx Licensor and its Affiliates Affiliates, except as provided in Section 5.7) license with respect to an anti-IL6R Nanobody, with the right to grant sublicenses in accordance with Section 5.4, under the Ablynx Nanobody Patents, solely to Exploit the Licensed Compound and Licensed Products in the Field in the Territory; 5.2.3 an exclusive (including with regard to Ablynx and its Affiliates except as provided in Section 5.76.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.46.3, under the Regulatory Approvals and any other Regulatory Documentation that Ablynx Licensor or its Affiliates may Control with respect to the Licensed Compounds Discovery Probodies, Discovery PDCs or Licensed Products as necessary for purposes of Exploiting the Licensed Compound AbbVie Probodies, Discovery PDCs and Licensed Products in the Field in the Territory; and 5.2.4 Subject (c) subject to Section 7.1.58.1.6, a non-exclusive license, with the right to grant sublicenses in accordance with Section 5.46.3, to use Ablynx (a) Licensor’s Corporate Names solely as required to Exploit the Licensed Compounds AbbVie Probodies, Discovery PDCs or Licensed Products in the Field in the Territory Territory, or (b) the trademark “Probody” to Exploit the AbbVie Probodies, Discovery PDCs or Licensed Products in the Field in the Territory, and in each case for no other purpose. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 6.1.2 The grants set forth in Section 6.1.1 will automatically come into full force and effect on the Target Acceptance Date for such Accepted Target without any further action required by either Party under this Agreement.

Grants to AbbVie. Subject 5.1.1 Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co-exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon’s interests in the Joint Patents and the Joint Know-How, solely to the prerequisites and restrictions of Sections 5.1 and 5.4extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any). 5.1.2 Upon the [***], Ablynx Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie upon proceeding a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the Inright to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-LicensingHow, and Harpoon’s interests in the Joint Patents and the Joint Know-How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***]. For clarity, with respect [***], AbbVie acknowledges and agrees that [***]. AbbVie further acknowledges and agrees that no sublicense is granted to AbbVie under certain intellectual property rights licensed from [***]. 5.1.3 Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie: 5.2.1 (a) an exclusive (including with regard to Ablynx Harpoon and its Affiliates Affiliates, except as provided in Section 5.75.6) license (or sublicense as the case may besublicense), with the right to grant sublicenses in accordance with Section 5.45.3, under the Ablynx Product Harpoon Patents, the Ablynx Harpoon Know-How, and AblynxHarpoon’s interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compound Compounds and Licensed Products in the Field in the Territory; 5.2.2 (b) an exclusive (including with regard to Ablynx Harpoon and its Affiliates Affiliates, except as provided in Section 5.7) license with respect to an anti-IL6R Nanobody, with the right to grant sublicenses in accordance with Section 5.4, under the Ablynx Nanobody Patents, solely to Exploit the Licensed Compound and Licensed Products in the Field in the Territory; 5.2.3 an exclusive (including with regard to Ablynx and its Affiliates except as provided in Section 5.75.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.45.3, under the Regulatory Approvals and any other Regulatory Documentation that Ablynx Harpoon or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products as necessary solely for purposes of Exploiting the Licensed Compound Compounds and Licensed Products in the Field in the Territory; and. 5.2.4 Subject to (c) The grants set forth in this Section 7.1.5, a non-exclusive license, with 5.1.3 will automatically come into full force and effect on the right to grant sublicenses in accordance with Section 5.4, to use Ablynx Corporate Names solely as License Option Exercise Closing Date without any further action required to Exploit the Licensed Compounds or Licensed Products in the Field in the Territory and for no other purpose. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDby either Party under this Agreement.

Grants to AbbVie. Subject to 6.1.1 Upon the prerequisites and restrictions of Sections 5.1 and 5.4Effective Date, Ablynx Licensor (on behalf of itself and its Affiliates) hereby grants to AbbVie upon proceeding with the InAbbVie, on an Accepted Target-Licensingby-Accepted Target basis: 5.2.1 (a) an exclusive (including with regard to Ablynx Licensor and its Affiliates Affiliates, except as provided in Section 5.76.6) license (or sublicense as the case may besublicense), with the right to grant sublicenses in accordance with Section 5.46.3, under the Ablynx Product Licensor Background Patents, the Ablynx Licensor Program Patents, the Licensor Background Know-How, the Licensor Program Know-How and AblynxLicensor’s interests in the Joint Program Patents and the Joint Program Know-How, to Exploit the Licensed Compound Discovery T-Cell Receptor Constructs and Licensed Products in the Field in the Territory; 5.2.2 (b) an exclusive (including with regard to Ablynx Licensor and its Affiliates Affiliates, except as provided in Section 5.7) license with respect to an anti-IL6R Nanobody, with the right to grant sublicenses in accordance with Section 5.4, under the Ablynx Nanobody Patents, solely to Exploit the Licensed Compound and Licensed Products in the Field in the Territory; 5.2.3 an exclusive (including with regard to Ablynx and its Affiliates except as provided in Section 5.76.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.46.3, under the Regulatory Approvals and any other Regulatory Documentation that Ablynx Licensor or its Affiliates may Control with respect to the Licensed Compounds Discovery T-Cell Receptor Constructs or Licensed Products as necessary for purposes of Exploiting the Licensed Compound Discovery T-Cell Receptor Constructs and Licensed Products in the Field in the Territory; and 5.2.4 Subject to Section 7.1.5, (c) a non-exclusive exclusive, royalty-free license, with the right to grant sublicenses in accordance with Section 5.46.3, under the Licensor Background Patents, the Licensor Program Patents, the Licensor Background Know-How, the Licensor Program Know-How and Licensor’s interests in the Joint Program Patents and the Joint Program Know-How, to use Ablynx Corporate Names solely as required conduct Discovery Research Activities assumed by AbbVie in accordance with Sections 4.2 (if any). [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Exploit Rule 406 of the Licensed Compounds or Licensed Products in the Field in the Territory and for no other purpose. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF Securities Act of 1933, AS AMENDEDas amended.

Grants to AbbVie. Subject to the prerequisites Section 3.4 and restrictions of Sections 5.1 and 5.4Section 3.5, Ablynx Licensor (on behalf of itself and its Affiliates) hereby grants to AbbVie upon proceeding with the In-Licensingand its Affiliates: 5.2.1 an exclusive (including with regard to Ablynx and its Affiliates except as provided in Section 5.7) 3.1.1 a license (or sublicense as the case may besublicense), with the right to grant sublicenses in accordance with Section 5.43.4, under the Ablynx Product Licensor Patents, the Ablynx Licensor Know-How, the Scheduled Trademarks and AblynxLicensor’s interests in the Joint Patents and the Joint Know-How, to (a) Develop, Manufacture, Commercialize and otherwise Exploit the Licensed Compound and Compounds, Licensed Products and any Improvement with respect thereto, in all cases, in the Field in the Territory; 5.2.2 an Territory and (b) otherwise exercise AbbVie’s rights in accordance with Article 7, which license shall be (x) co-exclusive (including with regard to Ablynx Licensor and its Affiliates except as provided in Section 5.7Affiliates) license with respect to an anti-IL6R Nanobodythe Development, with the right to grant sublicenses in accordance with Section 5.4Manufacture, under the Ablynx Nanobody Patents, solely to Exploit Commercialization and other Exploitation of the Licensed Compound and Compounds, Licensed Products and any Improvement with respect thereto in the Field for the United States and (y) otherwise exclusive (even as to Licensor and its Affiliates); and 3.1.2 at any time while [****] in the Territory; 5.2.3 an exclusive (including with regard to Ablynx and its Affiliates except as provided in Section 5.7) United States, a license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.43.4, under the Regulatory Approvals and any other the Regulatory Documentation that Ablynx or its Affiliates may Control Controlled by Licensor with respect to the United States to Develop, Manufacture, Commercialize and otherwise Exploit the Licensed Compounds or Compounds, Licensed Products as necessary for purposes of Exploiting the Licensed Compound and Licensed Products any Improvement with respect thereto in the Field in the Territory; and 5.2.4 Subject to Section 7.1.5, a nonwhich license shall be (a) co-exclusive license(with Licensor and its Affiliates) with respect to the Development, with the right to grant sublicenses in accordance with Section 5.4Manufacture, to use Ablynx Corporate Names solely as required to Exploit Commercialization and other Exploitation of the Licensed Compounds or Compounds, Licensed Products and any Improvement with respect thereto in the Field in for the Territory United States and for no other purpose. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED(b) otherwise exclusive (even as to Licensor and its Affiliates).