Common use of Grants to Licensee Clause in Contracts

Grants to Licensee. Subject to the terms and conditions of this Agreement and the applicable terms and conditions of the Spectrum Agreement, GPC Biotech (on behalf of itself and its Affiliates) hereby grants to Licensee: 5.1.1 an exclusive (including with regard to GPC Biotech and its Affiliates), royalty-bearing license, with the right to grant sublicenses in accordance with Section 5.3, under the GPC Biotech Patents, the GPC Biotech Know-How, the Joint Patents (to the extent Controlled by GPC Biotech) and the Joint Know-How (to the extent Controlled by GPC Biotech) to obtain, maintain and hold Regulatory Approvals for and to Commercialize the Licensed Product in the Field in the Licensee Territory; 5.1.2 a royalty bearing, non-exclusive license, with the right to grant sublicenses in accordance with Section 5.3, under the GPC Biotech Patents, the GPC Biotech Know-How, the Joint Patents (to the extent Controlled by GPC Biotech) and the Joint Know-How (to the extent Controlled by GPC Biotech) to Develop (but not to Manufacture) the Licensed Product in the Field in the Territory as set forth in the Development Plan, and, subject to the provisions of Section 2.5 with respect to Unilateral Activities, solely for purposes of exercising its rights under Section 5.1.1; 5.1.3 subject to Section 2.5.5, an exclusive royalty-bearing license and right of reference in the Licensee Territory, with the right to grant further sublicenses and rights of reference to Sublicensees in accordance with Section 5.3, under GPC Biotech’s right, title and interest in and to any Regulatory Approvals, Drug Master File and all Regulatory Documentation that GPC Biotech may Control with respect to the Licensed Product as necessary to exercise its rights under the grants in Sections 5.1.1 and 5.1.2; 5.1.4 subject to Section 5.5, a royalty-bearing license, exclusive in the Licensee Territory, with the right to grant sublicenses in accordance with Section 5.3, to use the Product Trademarks as necessary to exercise its rights under the grants in Sections 5.1.1 and 5.1.2; and 5.1.5 subject to Sections 5.5 and 8.1.6, a non-exclusive, non-transferable (except to Affiliates or as the Parties may agree by mutual written consent, such consent not to be unreasonably withheld or delayed) license, without the right to grant sublicenses, except in connection with the grant of sublicenses pursuant to Section 5.3, to use certain of GPC Biotech’s Corporate Names as necessary to exercise its rights under the grants set forth in Sections 5.1.1 and 5.1.2, as specifically designated by GPC Biotech with respect to a country or as required by Applicable Law to identify GPC Biotech as having Developed, Manufactured or Commercialized the Licensed Product sold in such country, and for no other purpose. Licensee acknowledges that (a) the GPC Biotech Know-How and the information included in the Drug Master Files and the Regulatory Documentation are secret and substantial and that without GPC Biotech Know-How, the Drug Master Files and the Regulatory Documentation Licensee would not be able to obtain and maintain Regulatory Approvals, (b) such Regulatory Approvals will allow Licensee to obtain and maintain Regulatory Exclusivity Periods with respect to the Licensed Product, (c) access to GPC Biotech Know-How, the rights with respect to the Drug Master Files and the Regulatory Documentation and such Regulatory Approvals and the license to the Product Trademark will provide Licensee with a competitive advantage in the marketplace beyond the exclusivity afforded by the GPC Biotech Patents and the Regulatory Exclusivity Period and (d) the milestone payments and royalties set forth in Sections 7.1.2 and 7.2 are, in part, intended to compensate GPC Biotech for such exclusivity and such competitive advantage. The Parties agree that the royalty rates set forth in Section 7.2 reflect a reasonable allocation of the values provided by GPC Biotech to Licensee.

Grants to Licensee. Subject to the terms and conditions of this Agreement and the applicable terms and conditions of the Spectrum Agreement, GPC Biotech (on behalf of itself and its Affiliates) Licensor hereby grants to Licensee: 5.1.1 2.1.1 an exclusive (including with regard to GPC Biotech Licensor and its Affiliates, but subject to Section 2.7.1), royalty-bearing license, with the right to grant sublicenses in accordance with Section 5.32.5, under the GPC Biotech Licensed Patents, the GPC Biotech Licensed Know-How, the Joint Patents (to the extent Controlled by GPC BiotechLicensor) and the Joint Know-How (to the extent Controlled by GPC BiotechLicensor) to obtain, maintain Develop and hold Regulatory Approvals for and to Commercialize the Licensed Product Products in the Field in the Licensee Territory; 5.1.2 2.1.2 a royalty bearing, non-exclusive exclusive, royalty-bearing license, with the right to grant sublicenses in accordance with Section 5.32.5, under the GPC Biotech Licensed Patents, the GPC Biotech Licensed Know-How, the Joint Patents (to the extent Controlled by GPC BiotechLicensor) and the Joint Know-How (to the extent Controlled by GPC BiotechLicensor) to Develop (but not to Manufacture) Manufacture and have Manufactured Licensed Products anywhere in the Licensed Product world for distribution in the Field in the Territory as set forth pursuant to this Agreement; PROVIDED, HOWEVER, that the license granted by Licensor to Licensee in the Development Plan, and, subject to the provisions of this Section 2.5 with respect to Unilateral Activities, solely for purposes of exercising its rights under Section 5.1.1; 5.1.3 subject to Section 2.5.5, 2.1.2 shall automatically become an exclusive (including with regard to Licensor and its Affiliates), perpetual, irrevocable, royalty-bearing license thereunder at such time as Licensee has the right to Manufacture Licensed Product pursuant to Section 7.1.2(b); 2.1.3 a co-exclusive right and license and right of reference in the Licensee Territory, with the right to grant further sublicenses and rights of reference to Sublicensees in accordance with Section 5.3, under GPC Biotech’s right, title and interest in and to any Regulatory Approvals, Drug Master File and all Regulatory Documentation that GPC Biotech may Control with respect to the Licensed Product as necessary to exercise its rights under the grants in Sections 5.1.1 and 5.1.2; 5.1.4 subject to Section 5.5, a royalty-bearing license, exclusive in the Licensee Territory, with the right to grant sublicenses in accordance with Section 5.32.5, under Licensor's and its Affiliates' rights, titles and interests in and to the Regulatory Approvals and any IND for Licensed Products in the Field owned or Controlled by Licensor, to use Exploit Licensed Products in the Product Trademarks Field in the Territory as necessary permitted under Sections 2.1.1, 2.1.2 and 7.1.2(b), which co-exclusive right and license with respect the Regulatory Approvals (but not, for clarity, with respect to exercise any IND for Licensed Products in the Field owned or Controlled by Licensor) shall automatically become an exclusive (including with regard to Licensor and its rights under Affiliates), perpetual, irrevocable right and license thereunder, to the grants in Sections 5.1.1 and 5.1.2extent such Regulatory Approvals are - 13 - not assigned pursuant to Section 9.1.2, upon the grant by the FDA of the Initial Approval; and 5.1.5 subject to Sections 5.5 and 8.1.6, 2.1.4 a non-exclusive, nonroyalty-transferable (except to Affiliates or as the Parties may agree by mutual written consent, such consent not to be unreasonably withheld or delayed) free license, without with the right to grant sublicensessublicenses in accordance with Section 2.5, except in connection with the grant of sublicenses pursuant and subject to Section 5.3Sections 2.6 and 9.1.6, to use certain of GPC Biotech’s the Corporate Names as necessary to exercise its rights under the grants set forth in Sections 5.1.1 and 5.1.2Section 2.1.1, including as specifically designated by GPC Biotech with respect to a country or as required by Applicable Law necessary to identify GPC Biotech Licensor or its applicable Affiliate as having Developed, Developed or Manufactured or Commercialized the Licensed Product Products sold in such country, and for no other purpose. Licensee acknowledges that (a) the GPC Biotech Know-How and the information included in the Drug Master Files and the Regulatory Documentation are secret and substantial and that without GPC Biotech Know-How, the Drug Master Files and the Regulatory Documentation Licensee would not be able to obtain and maintain Regulatory Approvals, (b) such Regulatory Approvals will allow Licensee to obtain and maintain Regulatory Exclusivity Periods with respect to the Licensed Product, (c) access to GPC Biotech Know-How, the rights with respect to the Drug Master Files and the Regulatory Documentation and such Regulatory Approvals and the license to the Product Trademark will provide Licensee with a competitive advantage in the marketplace beyond the exclusivity afforded by the GPC Biotech Patents and the Regulatory Exclusivity Period and (d) the milestone payments and royalties set forth in Sections 7.1.2 and 7.2 are, in part, intended to compensate GPC Biotech for such exclusivity and such competitive advantage. The Parties agree that the royalty rates set forth in Section 7.2 reflect a reasonable allocation of the values provided by GPC Biotech to LicenseeTerritory.

Grants to Licensee. Subject to Sections 3.7.3 and 5.3 and the other terms and conditions of this Agreement and the applicable terms and conditions of the Spectrum Agreement, GPC Biotech Licensor (on behalf of itself and its Affiliates) hereby grants to Licensee: 5.1.1 an exclusive (including with regard to GPC Biotech Licensor and its Affiliates) license (or sublicense), royalty-bearing license, with the right to grant sublicenses in accordance with Section 5.35.4, under the GPC Biotech Licensor Patents, the GPC Biotech Licensor Know-How, and Licensor’s interests in the Joint Patents (to the extent Controlled by GPC Biotech) and the Joint Know-How How, to (to the extent Controlled by GPC Biotechi) to obtain, maintain maintain, and hold Regulatory Approvals for Licensed Products in the Field in the Licensee Territory and to (ii) Commercialize the Licensed Product Products in the Field in the Licensee Territory; 5.1.2 a royalty bearing, non-exclusive licenselicense (or sublicense), with the right to grant sublicenses in accordance with Section 5.35.4, under the GPC Biotech Licensor Patents, the GPC Biotech Licensor Know-How, and Licensor’s interests in the Joint Patents (to the extent Controlled by GPC Biotech) and the Joint Know-How (to the extent Controlled by GPC Biotech) How, to Develop (but not to Manufacture) the Licensed Product in the Field Licensee Territory and in the Territory as set forth in the Development Plan, and, subject to the provisions of Section 2.5 with respect to Unilateral Activities, United States solely for purposes of exercising its rights under Section 5.1.1; 5.1.3 subject to Section 2.5.5(i) obtaining, an exclusive royalty-bearing license maintaining, and right of reference holding Regulatory Approvals for Licensed Products in the Field in the License Territory and (ii) Commercializing the Licensed Products in the Field in the Licensee Territory, with the right to grant further sublicenses and rights of reference to Sublicensees in accordance with Section 5.3, under GPC Biotech’s right, title and interest in and to any Regulatory Approvals, Drug Master File and all Regulatory Documentation that GPC Biotech may Control with respect to the Licensed Product as necessary to exercise its rights under the grants in Sections 5.1.1 and 5.1.2; 5.1.4 subject to Section 5.5, 5.1.3 a royaltynon-bearing license, exclusive in the Licensee Territorylicense (or sublicense), with the right to grant sublicenses in accordance with Section 5.35.4, under the Licensor Patents, the Licensor Know-How, and Licensor’s interests in the Joint Patents and the Joint Know-How, to use Manufacture (or have Manufactured) the Licensed Compounds and Licensed Products in the Licensee Territory and in the United States solely for purposes of (i) obtaining, maintaining, and holding Regulatory Approvals for Licensed Products in the Field in the License Territory and (ii) Commercializing the Licensed Products in the Field in the Licensee Territory, and (iii) Developing the Licensed Product Trademarks as necessary in the Licensee Territory and in the United States solely for the purpose set forth in clauses (i) and (ii); 5.1.4 an exclusive (including with regard to exercise Licensor and its Affiliates) license and right of reference, with the right to grant sublicenses and further rights of reference in connection with the grant of sublicenses in accordance with Section 5.4 under the grants in Sections 5.1.1 Section 5.1, under the Regulatory Approvals and 5.1.2any other Regulatory Documentation that Licensor or any of its Affiliates may Control with respect to the Licensed Products as necessary for purposes of (i) obtaining, maintaining, and holding Regulatory Approvals for Licensed Products in the Field in the License Territory and (ii) Commercializing the Licensed Products in the Field in the Licensee Territory (with Licensor retaining the exclusive rights under such Regulatory Approvals and such other Regulatory Documentation for any and all other purposes); 5.1.5 a non-exclusive license and right of reference, with the right to grant sublicenses and further rights of reference in connection with the grant of sublicenses in accordance with Section 5.4 under the grants in Section 5.1, under the Regulatory Approvals and any other Regulatory Documentation that Licensor or any of its Affiliates may Control with respect to the Licensed Products as necessary for purposes of (i) Developing the Licensed Products in the Licensee Territory and in the United States, and (ii) Manufacturing (or having Manufactured) the Licensed Compounds and Licensed Products in the Licensee Territory and in the United States, in each case ((i) and (ii)), solely for purposes of (a) obtaining, maintaining, and holding Regulatory Approvals for Licensed Products in the Field in the Licensee Territory and (b) Commercializing the Licensed Products in the Field in the Licensee Territory; and 5.1.5 5.1.6 subject to Sections 5.5 4.8 and 8.1.67, a non-exclusive, non-transferable (except to Affiliates or as the Parties may agree by mutual written consent, such consent not to be unreasonably withheld or delayed) exclusive license, without the right to grant sublicenses, except in connection with the grant of sublicenses pursuant to Section 5.35.4 under the grants in Section 5.1.1, to use certain of GPC BiotechLicensor’s Corporate Names as necessary to exercise its rights under the grants set forth in Sections 5.1.1 and 5.1.2, as specifically designated by GPC Biotech with respect to a country or solely as required by Applicable Law to identify GPC Biotech as having Developed, Manufactured or Commercialized the Licensed Product sold in such country, comply with Section 4.8 and for no other purpose. Licensee acknowledges that (a) the GPC Biotech Know-How and the information included in the Drug Master Files and the Regulatory Documentation are secret and substantial and that without GPC Biotech Know-How, the Drug Master Files and the Regulatory Documentation Licensee would not be able to obtain and maintain Regulatory Approvals, (b) such Regulatory Approvals will allow Licensee to obtain and maintain Regulatory Exclusivity Periods with respect to the Licensed Product, (c) access to GPC Biotech Know-How, the rights with respect to the Drug Master Files and the Regulatory Documentation and such Regulatory Approvals and the license to the Product Trademark will provide Licensee with a competitive advantage in the marketplace beyond the exclusivity afforded by the GPC Biotech Patents and the Regulatory Exclusivity Period and (d) the milestone payments and royalties set forth in Sections 7.1.2 and 7.2 are, in part, intended to compensate GPC Biotech for such exclusivity and such competitive advantage. The Parties agree that the royalty rates set forth in Section 7.2 reflect a reasonable allocation of the values provided by GPC Biotech to Licensee.

Grants to Licensee. Subject to the terms and conditions of this Agreement and the applicable terms and conditions of the Spectrum Agreement, GPC Biotech (on behalf of itself and its Affiliates) Licensor hereby grants to Licensee: 5.1.1 2.1.1 an exclusive (including with regard to GPC Biotech Licensor and its Affiliates), royalty-bearing license, with the right to grant sublicenses in accordance with Section 5.32.3, under the GPC Biotech Patents, Licensor Patents and the GPC Biotech Licensor Know-HowHow to Develop, to obtain, maintain and hold Regulatory Approvals for, and to Commercialize the Licensed Products in the Field in the Licensee Territory; 2.1.2 a non-exclusive royalty-free license, with the right to grant sublicenses in accordance with Section 2.3, under the Joint Patents (to the extent Controlled by GPC BiotechLicensor) and the Joint Know-How (to the extent Controlled by GPC BiotechLicensor) or any other Intellectual Property Rights Controlled by Licensor that relate to the Licensed Compound or the Licensed Products to Develop, to obtain, maintain and hold Regulatory Approvals for for, and to Commercialize the Licensed Product Products in the Field in the Licensee Territory; 5.1.2 2.1.3 a royalty bearingroyalty-bearing license, non-exclusive licensein the Licensee Territory, with the right to grant sublicenses in accordance with Section 5.32.3, under to use the GPC Biotech Patents, the GPC Biotech Know-How, the Joint Patents (Product Trademarks as necessary to the extent Controlled by GPC Biotech) and the Joint Know-How (to the extent Controlled by GPC Biotech) to Develop (but not to Manufacture) the Licensed Product in the Field in the Territory as set forth in the Development Plan, and, subject to the provisions of Section 2.5 with respect to Unilateral Activities, solely for purposes of exercising exercise its rights under Section 5.1.1the grants in Sections 2.1.1 and 2.1.2; 5.1.3 subject to Section 2.5.5, 2.1.4 an exclusive royalty-bearing license and right of reference in the Licensee Territory, with the right to grant further sublicenses and rights of reference to Sublicensees in accordance with Section 5.32.3, under GPC BiotechLicensor’s right, title and interest in and to any Clinical Data, Regulatory Approvals, Drug Master File and all Regulatory Documentation that GPC Biotech Licensor may Control with respect to the Licensed Product Compound or the Licensed Products as necessary to exercise its Licensee’s rights under the grants in Sections 5.1.1 and 5.1.22.1; 5.1.4 2.1.5 to the extent necessary to exercise Licensee’s rights under the grants in Section 2.1, Licensor hereby grants, and shall ensure that its Affiliates and Sublicensees grant, to Licensee and its Sublicensees a “right of reference or use” (as that term is defined in 21 C.F.R. §314.3(b), as amended from time to time), and any non-United States equivalents (including Article 10c of Directive 2001/83/EC, as amended), to any and all data contained or referenced in any Regulatory Approvals and other Regulatory Documentation relating to all Licensed Products, including all reports, correspondence and conversation logs, and Licensor shall provide appropriate notification of Licensee’s access and reference rights to the Regulatory Authorities, including an informed consent letter under Article 10c of Directive 2001/83/EC as amended; 2.1.6 subject to Section 5.54.10, a royaltynon-bearing exclusive license, exclusive in the Licensee Territory, with the right to grant sublicenses in accordance with Section 5.32.3, under the Licensor Patents, the Licensor Know-How, the Joint Patents (to the extent Controlled by Licensor) and the Joint Know-How (to the extent Controlled by Licensor) to Manufacture or, subject to Section 2.3 hereof, to use have Manufactured the Product Trademarks as necessary to exercise its rights under Licensed Compound and the grants Licensed Products anywhere in Sections 5.1.1 and 5.1.2the world for sale in the Licensee Territory; and 5.1.5 subject to Sections 5.5 and 8.1.6, 2.1.7 a non-exclusive, non-transferable (except to Affiliates or as the Parties may agree by mutual written consent, such consent not to be unreasonably withheld or delayed) exclusive license, without with the right to grant sublicensessublicenses in accordance with Section 2.3, except in connection with the grant of sublicenses pursuant to Section 5.3, to use certain of GPC Biotech’s Corporate Names as necessary to exercise its rights under the grants set forth in Sections 5.1.1 Licensor Patents, the Licensor Know-How, the Joint Patents (to the extent Controlled by Licensor) and 5.1.2, as specifically designated the Joint Know-How (to the extent Controlled by GPC Biotech with respect Licensor) to a country or as required by Applicable Law to identify GPC Biotech as having Developed, Manufactured or Commercialized Develop the Licensed Product sold Compound and the Licensed Products anywhere in such country, and the world for no other purposesale in the Licensee Territory. Licensee acknowledges that (a) the GPC Biotech Licensor Know-How and the information included in the Drug Master Files and the Regulatory Documentation are is secret and substantial and that without GPC Biotech Licensor Know-How, the Drug Master Files and the Regulatory Documentation How Licensee would not be able to obtain and maintain Regulatory Approvals, (b) such Regulatory Approvals will allow Licensee to obtain and maintain Regulatory Exclusivity Periods with respect to the Licensed Product, (c) access to GPC Biotech Licensor Know-How, the rights with respect to the Drug Master Files and the Regulatory Documentation and such Regulatory Approvals How and the license to the Product Trademark Trademarks will provide Licensee with a competitive advantage in the marketplace beyond the exclusivity afforded by the GPC Biotech Licensor Patents and the Regulatory Exclusivity Period and (d) the milestone payments and royalties set forth in Sections 7.1.2 7.1, 7.2 and 7.2 5.4 are, in part, intended to compensate GPC Biotech Licensor for such exclusivity and such competitive advantage. The Parties agree that the royalty rates set forth in Section 7.2 reflect a reasonable allocation of the values provided by GPC Biotech to Licensee.

Grants to Licensee. Subject to Sections 3.7.3 and 5.3 and the other terms and conditions of this Agreement and the applicable terms and conditions of the Spectrum Agreement, GPC Biotech Licensor (on behalf of itself and its Affiliates) hereby grants to Licensee: 5.1.1 an exclusive (including with regard to GPC Biotech Licensor and its Affiliates) license (or sublicense), royalty-bearing license, with the right to grant sublicenses in accordance with Section 5.35.4, under the GPC Biotech Licensor Patents, the GPC Biotech Licensor Know-How, and Licensor’s interests in the Joint Patents (to the extent Controlled by GPC Biotech) and the Joint Know-How How, to (to the extent Controlled by GPC Biotechi) to obtain, maintain maintain, and hold Regulatory Approvals for Licensed Products in the Field in the Licensee Territory and to (ii) Commercialize the Licensed Product Products in the Field in the Licensee Territory; 5.1.2 a royalty bearing, non-exclusive licenselicense (or sublicense), with the right to grant sublicenses in accordance with 5.1.3 a non-exclusive license (or sublicense), with the right to grant sublicenses in accordance with Section 5.35.4, under the GPC Biotech Licensor Patents, the GPC Biotech Licensor Know-How, and Licensor’s interests in the Joint Patents (to the extent Controlled by GPC Biotech) and the Joint Know-How How, to Manufacture (to or have Manufactured) the extent Controlled by GPC BiotechLicensed Compounds and Licensed Products in the Licensee Territory and in the United States solely for purposes of (i) to Develop obtaining, maintaining, and holding Regulatory Approvals for Licensed Products in the Field in the License Territory and (but not to Manufactureii) Commercializing the Licensed Products in the Field in the Licensee Territory, and (iii) Developing the Licensed Product in the Field Licensee Territory and in the Territory as United States solely for the purpose set forth in the Development Plan, and, subject to the provisions of Section 2.5 with respect to Unilateral Activities, solely for purposes of exercising its rights under Section 5.1.1clauses (i) and (ii); 5.1.3 subject to Section 2.5.5, 5.1.4 an exclusive royalty-bearing (including with regard to Licensor and its Affiliates) license and right of reference in the Licensee Territoryreference, with the right to grant further sublicenses and further rights of reference to Sublicensees in connection with the grant of sublicenses in accordance with Section 5.35.4 under the grants in Section 5.1, under GPC Biotech’s right, title the Regulatory Approvals and interest in and to any Regulatory Approvals, Drug Master File and all other Regulatory Documentation that GPC Biotech Licensor or any of its Affiliates may Control with respect to the Licensed Product Products as necessary to exercise its rights under for purposes of (i) obtaining, maintaining, and holding Regulatory Approvals for Licensed Products in the grants Field in Sections 5.1.1 the License Territory and 5.1.2; 5.1.4 subject to Section 5.5, a royalty-bearing license, exclusive (ii) Commercializing the Licensed Products in the Field in the Licensee TerritoryTerritory (with Licensor retaining the exclusive rights under such Regulatory Approvals and such other Regulatory Documentation for any and all other purposes); 5.1.5 a non-exclusive license and right of reference, with the right to grant sublicenses and further rights of reference in connection with the grant of sublicenses in accordance with Section 5.3, to use the Product Trademarks as necessary to exercise its rights 5.4 under the grants in Sections 5.1.1 Section 5.1, under the Regulatory Approvals and 5.1.2any other Regulatory Documentation that Licensor or any of its Affiliates may Control with respect to the Licensed Products as necessary for purposes of (i) Developing the Licensed Products in the Licensee Territory and in the United States, and (ii) Manufacturing (or having Manufactured) the Licensed Compounds and Licensed Products in the Licensee Territory and in the United States, in each case ((i) and (ii)), solely for purposes of (a) obtaining, maintaining, and holding Regulatory Approvals for Licensed Products in the Field in the Licensee Territory and (b) Commercializing the Licensed Products in the Field in the Licensee Territory; and 5.1.5 5.1.6 subject to Sections 5.5 4.8 and 8.1.67, a non-exclusive, non-transferable (except to Affiliates or as the Parties may agree by mutual written consent, such consent not to be unreasonably withheld or delayed) exclusive license, without the right to grant sublicenses, except in connection with the grant of sublicenses pursuant to Section 5.35.4 under the grants in Section 5.1.1, to use certain of GPC BiotechLicensor’s Corporate Names as necessary to exercise its rights under the grants set forth in Sections 5.1.1 and 5.1.2, as specifically designated by GPC Biotech with respect to a country or solely as required by Applicable Law to identify GPC Biotech as having Developed, Manufactured or Commercialized the Licensed Product sold in such country, comply with Section 4.8 and for no other purpose. Licensee acknowledges that (a) the GPC Biotech Know-How and the information included in the Drug Master Files and the Regulatory Documentation are secret and substantial and that without GPC Biotech Know-How, the Drug Master Files and the Regulatory Documentation Licensee would not be able to obtain and maintain Regulatory Approvals, (b) such Regulatory Approvals will allow Licensee to obtain and maintain Regulatory Exclusivity Periods with respect to the Licensed Product, (c) access to GPC Biotech Know-How, the rights with respect to the Drug Master Files and the Regulatory Documentation and such Regulatory Approvals and the license to the Product Trademark will provide Licensee with a competitive advantage in the marketplace beyond the exclusivity afforded by the GPC Biotech Patents and the Regulatory Exclusivity Period and (d) the milestone payments and royalties set forth in Sections 7.1.2 and 7.2 are, in part, intended to compensate GPC Biotech for such exclusivity and such competitive advantage. The Parties agree that the royalty rates set forth in Section 7.2 reflect a reasonable allocation of the values provided by GPC Biotech to Licensee.