Common use of In-License Agreements Clause in Contracts

In-License Agreements. 5.9.1 During the Term, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***]. 5.9.2 Following the License Option Exercise Closing Date, if [***] owned or controlled by a Third Party in a particular country or jurisdiction is necessary to Exploit a Licensed Compound or Licensed Product, AbbVie shall have the first right, but not the obligation, to negotiate and enter into an agreement with a Third Party in order to obtain a license or right under such Patent or intellectual property right. If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***] - 35 – [***], then [***] the costs associated with any such license to the Patent or other intellectual property right of such Third Party (“AbbVie [***] Rights”). 5.9.3 If Harpoon or any of its Affiliates, after the Effective Date, become a party to a license, sublicense or other agreement for [***], or as permitted in Sections 5.9.1 or 5.9.2, then Harpoon shall inform AbbVie and shall provide AbbVie with a copy of such license, sublicense, or other agreement (“Proposed Future In-Licensed Rights”). If AbbVie notifies Harpoon in writing within [***] after receipt of such copy that AbbVie wishes to receive a license or sublicense (as applicable) under, and be subject to the rights and obligations of, the Proposed Future In-Licensed Rights as they apply to AbbVie and this Agreement, then the Proposed Future In-Licensed Rights shall automatically be included in the Harpoon Patents and/or Harpoon Know-How (as applicable) hereunder and AbbVie agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to AbbVie and this Agreement, including payment of any financial obligations based upon AbbVie’s practice of such intellectual property rights. Effective on and following the License Option Exercise Closing Date, AbbVie shall be solely responsible for payment of any financial obligations under [***], and any license, sublicense or other agreement AbbVie elects to enter into with a Third Party that grants rights to AbbVie in connection with the Manufacture of a Licensed Compound or Licensed Product. Except as provided in this Section 5.9.3, Harpoon shall be solely responsible for and shall bear any and all payments under any Harpoon In-License Agreements, including any agreement between Harpoon and a Third Party entered prior to or on the Effective Date. For the purpose of clarity, AbbVie shall not be responsible for [***], or (b) [***] relating to the manufacture of any compound or product other than the Licensed Compounds and Licensed Products.

In-License Agreements. 5.9.1 During the Term, neither Harpoon nor If a Party identifies any of its Affiliates shall, [***], not Infringed IP and determines to be unreasonably withheld, conditioned or delayed, enter into any agreement negotiate with a Third Party related at arms’ length to Informationobtain a license to such Infringed IP in such Party’s Respective Territory, Regulatory Documentationthen such Party (the “Notifying Party XE "Notifying Party" \t "See 2.4(b)" ”) shall promptly notify the other Party (the “Non-Notifying Party XE "Non-Notifying Party" \t "See 2.4(b)" ”) and identify such Third Party’s Infringed IP in reasonable detail. If, materialsthe Non-Notifying Party determines that such Third Party’s Infringed IP is necessary or useful for the Development, PatentsManufacture or Commercialization of the Compound or any Licensed Product in the Licensed Field in its Respective Territory, then it shall inform the Notifying Party of its determination and (x) the Parties shall cooperate in good faith to negotiate and execute a license to such Infringed IP in the Pfizer Territory and the Excluded Territory (an “In-License Agreement XE "In-License Agreement" \t "See 2.4(b)" ”), (y) the Parties shall mutually agree on the portion, if any, of the costs associated with such In-License Agreement to be borne by each Party and this Agreement shall be amended or supplemented to reflect such mutual agreement and (z) upon the execution and delivery of such In-License Agreement, such Infringed IP shall be included in the licenses granted under Section 2.1(a) (License to Pfizer) or Section 2.2 (License to Sxxxx), as applicable. The Parties shall cooperate with each other in good faith to support each other in complying with such other Party’s obligations under each In-License Agreement, and shall comply with any applicable reporting, payment, subleasing or other intellectual other property rights [***]. 5.9.2 Following the requirements under each In-License Option Exercise Closing Date, if [***] owned Agreement. Nothing in this Section 2.4(b) shall prevent a party from negotiating or controlled by entering into an In-License Agreement with a Third Party in with respect to Infringed IP solely with respect to such Party’s Respective Territory. If the Non-Notifying Party determines that it does not wish to obtain a particular country or jurisdiction is necessary license to Exploit a Licensed Compound or Licensed Productsuch Third Party’s Infringed IP, AbbVie then the Identifying Party shall have the first right, but not the obligation, to negotiate and enter into an agreement with a Third Party in order to obtain execute a license or right under to such Patent or intellectual property right. If AbbVie elects Infringed IP in any Territory including the other Party’s Respective Territory (an “Excluded In-License Agreement XE "Excluded In-License Agreement" \t "See 2.4(b)" ”) at its cost and expense, in a written communication submitted which case such other Party shall not be obligated to Harpoon) not to enter into pay any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***] - 35 – [***], then [***] the costs associated with any such license to the Patent or other intellectual property right of such Third Party (“AbbVie [***] Rights”). 5.9.3 If Harpoon or any of its Affiliates, after the Effective Date, become a party to a license, sublicense or other agreement for [***], or as permitted in Sections 5.9.1 or 5.9.2, then Harpoon shall inform AbbVie and shall provide AbbVie with a copy of such license, sublicense, or other agreement (“Proposed Future Excluded In-Licensed Rights”). If AbbVie notifies Harpoon in writing within [***] after receipt of License Agreement and such copy that AbbVie wishes to receive a license or sublicense (as applicable) under, and be subject to the rights and obligations of, the Proposed Future In-Licensed Rights as they apply to AbbVie and this Agreement, then the Proposed Future In-Licensed Rights Infringed IP shall automatically not be included in the Harpoon Patents and/or Harpoon Know-How licenses granted under Section 2.1 (License to Pfizer) or Section 2.2 (License to Sxxxx), as applicable) hereunder and AbbVie agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to AbbVie and this Agreement, including payment of any financial obligations based upon AbbVie’s practice of such intellectual property rights. Effective on and following the License Option Exercise Closing Date, AbbVie shall be solely responsible for payment of any financial obligations under [***], and any license, sublicense or other agreement AbbVie elects to enter into with a Third Party that grants rights to AbbVie in connection with the Manufacture of a Licensed Compound or Licensed Product. Except as provided in this Section 5.9.3, Harpoon shall be solely responsible for and shall bear any and all payments under any Harpoon In-License Agreements, including any agreement between Harpoon and a Third Party entered prior to or on the Effective Date. For the purpose of clarity, AbbVie shall not be responsible for [***], or (b) [***] relating to the manufacture of any compound or product other than the Licensed Compounds and Licensed Products.

In-License Agreements. 5.9.1 During the Term, neither Harpoon nor (1) If NPLH or any of its Affiliates shallnegotiates with a Third Party at arms’ length to obtain a license to Infringed IP (an “In-License Agreement”), then NPLH shall promptly notify Everest and identify the relevant Third Party’s Infringed IP, with a copy to the JDC. The applicable Third Party’s Infringed IP shall be included in the license granted to Everest under Section 2.1 (License to Everest) and considered NPLH Patents and NPLH Know-How, respectively, only if NPLH discloses the substantive terms of the In-License Agreement to Everest, which NPLH hereby agrees to do, and Everest agrees in writing to (A) comply with all the relevant obligations of such In-License Agreement, and (B) pay [***]% of all upfront, milestone, royalty and other payments applicable to the Development, Manufacture or Commercialization of the Compound or any Licensed Product in the Licensed Field in the Territory; provided, however, that, such upfront, milestone, royalty and other payments should be (x) at fair market value for such a license in the Territory; and (y) directly attributable to the Development, Manufacture or Commercialization of the Compound or any Licensed Product in the Licensed Field in the Territory, or outside the Territory for use in the Territory, by Everest or any of its Affiliates or any Sublicensees. For the avoidance of doubt, if Everest reasonably determines that such Third Party’s Infringed IP under the In-License Agreement is not necessary for the Development, Manufacture or Commercialization of the Compound or any Licensed Product in the Licensed Field in the Territory, Everest has the right not to pay any costs associated with such In-License Agreement, in which case such Infringed IP shall not be unreasonably withheld, conditioned included in the license granted to Everest under Section 2.1 (License to Everest) nor considered to be NPLH Patents and NPLH Know-How. (2) If Everest or delayed, enter into any agreement of its Affiliates or Sublicensees negotiates with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***]. 5.9.2 Following the License Option Exercise Closing Date, if [***] owned or controlled by a Third Party in a particular country or jurisdiction is necessary to Exploit a Licensed Compound or Licensed Product, AbbVie shall have the first right, but not the obligation, to negotiate and enter into an agreement with a Third Party in order at arms’ length to obtain a license or right under such Patent or intellectual property right. If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***] - 35 – [***]Infringed IP, then [***] Everest shall promptly notify NPLH and identify the costs associated with any such license to the Patent or other intellectual property right of such relevant Third Party (“AbbVie [***] Rights”). 5.9.3 If Harpoon or any of its AffiliatesParty’s Infringed IP, after the Effective Date, become a party to a license, sublicense or other agreement for [***], or as permitted in Sections 5.9.1 or 5.9.2, then Harpoon shall inform AbbVie and shall provide AbbVie with a copy of such license, sublicense, or other agreement (“Proposed Future In-Licensed Rights”). If AbbVie notifies Harpoon in writing within [***] after receipt of such copy that AbbVie wishes to receive a license or sublicense (as applicable) under, and be subject to the rights and obligations of, the Proposed Future In-Licensed Rights as they apply to AbbVie and this Agreement, then the Proposed Future In-Licensed Rights shall automatically be included in the Harpoon Patents and/or Harpoon Know-How (as applicable) hereunder and AbbVie agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to AbbVie and this Agreement, including payment of any financial obligations based upon AbbVie’s practice of such intellectual property rightsJDC. Effective on and following the License Option Exercise Closing Date, AbbVie shall be solely responsible for payment of any financial obligations under [***], and any license, sublicense or other agreement AbbVie elects to enter into with a Third Party that grants rights to AbbVie in connection with the Manufacture of a Licensed Compound or Licensed Product. Except as provided in this Section 5.9.3, Harpoon shall be solely responsible for and shall bear any and all payments under any Harpoon In-License Agreements, including any agreement between Harpoon and a Third Party entered prior to or on the Effective Date. For the purpose of clarity, AbbVie shall not be responsible for [***], or (b) [***] relating to the manufacture of any compound or product other than the Licensed Compounds and Licensed Products.The

In-License Agreements. 5.9.1 During (a) Potential In-License Agreements. Subject to Section 17.02 (Acquisitions), in the Term, neither Harpoon nor event that Frequency or any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***]. 5.9.2 Following the License Option Exercise Closing Date, if desires [***] owned or controlled by a Third Party Certain information in a particular country or jurisdiction this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is necessary not material and would likely cause competitive harm to Exploit a Licensed Compound or Licensed Product, AbbVie shall have the first right, but not the obligation, registrant if publicly disclosed. to negotiate and enter into a negotiation or an agreement with a Third Party in order after the Effective Date to obtain a license rights (other than rights in the Frequency Patent Rights) to any necessary or right under such Patent or reasonably useful Third Party intellectual property rightrights for the Development, Manufacture or Commercialization of any Licensed Product in the Field in the Territory or any portion of the Astellas Territory (a “Potential In-License Agreement”), then Frequency will promptly provide Astellas with notice and the Parties shall discuss in good faith and jointly negotiate with such Third Party the terms and conditions of such Potential In-License Agreement. If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any In the event that the Parties reach agreement on the terms and conditions of such Potential In-License Agreement, then upon execution of such agreement, Harpoon may enter into such agreement shall become an In-License Agreement hereunder, and any rights granted to Frequency under such agreementIn-License Agreement will be deemed to be “Controlled” by Frequency and sublicensed to Astellas pursuant to the terms of this Agreement. Notwithstanding In the foregoingevent that the Parties are unable, if despite using good faith efforts, to agree upon the terms and conditions of such Potential In-License Agreement after a reasonable period of time (but in no event, longer than [***] owned or controlled by a Third Party is [***] - 35 – [***]days), then [***] (i) Frequency shall not enter into such agreement in any portion of the costs associated with any such license Astellas Territory (except to the Patent or other intellectual property right of extent that such agreement would not prevent Astellas from securing such rights directly from such Third Party in the Astellas Territory), (ii) any rights granted to Frequency under such Third Party agreement will not be deemed to be “AbbVie [***] Rights”). 5.9.3 If Harpoon Controlled” by Frequency or any of its Affiliates, after the Effective Date, become a party licensed to a license, sublicense or other agreement for [***], or as permitted in Sections 5.9.1 or 5.9.2, then Harpoon shall inform AbbVie and shall provide AbbVie with a copy of such license, sublicense, or other agreement (“Proposed Future In-Licensed Rights”). If AbbVie notifies Harpoon in writing within [***] after receipt of such copy that AbbVie wishes to receive a license or sublicense (as applicable) under, and be subject to the rights and obligations of, the Proposed Future In-Licensed Rights as they apply to AbbVie and Astellas under this Agreement, then and (iii) each Party shall have the Proposed Future In-Licensed Rights shall automatically be included in the Harpoon Patents and/or Harpoon Know-How (as applicable) hereunder and AbbVie agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to AbbVie and this Agreement, including payment of any financial obligations based upon AbbVie’s practice of such intellectual property rights. Effective on and following the License Option Exercise Closing Date, AbbVie shall be solely responsible for payment of any financial obligations under [***], and any license, sublicense or other agreement AbbVie elects right to enter into an agreement with a such Third Party that grants rights to AbbVie in connection with its portion of the Manufacture of a Licensed Compound or Licensed Product. Except as provided in this Section 5.9.3, Harpoon shall be solely responsible for and shall bear any and all payments under any Harpoon In-License Agreements, including any agreement between Harpoon and a Third Party entered prior to or on the Effective Date. For the purpose of clarity, AbbVie shall not be responsible for [***], or (b) [***] relating to the manufacture of any compound or product other than the Licensed Compounds and Licensed ProductsTerritory.

In-License Agreements. 5.9.1 During The licenses granted by RVL in Section 2.1 include sublicenses under the Termapplicable license rights granted to RVL by Third Parties under the In-License Agreements. Any sublicense with respect to Information or intellectual property rights of a Third Party hereunder and any right of Licensee (if any) to grant a further sublicense thereunder, neither Harpoon nor shall be subject and subordinate to the terms and conditions of the In-License Agreement under which such sublicense is granted and shall be effective solely to the extent permitted under the terms of such agreement. Without limitation of the foregoing, in the event and to the extent that any In-License Agreement requires that particular terms or conditions of its Affiliates shallsuch In-License Agreement be contained or incorporated in any agreement granting a sublicense thereunder, [***]such terms and conditions are hereby deemed to be incorporated herein by reference and made applicable to the sublicense granted herein under such In-License Agreement. RVL shall promptly provide Licensee with a true and complete copy of any amendment to the In-License Agreement entered into after the Effective Date. RVL shall not, without Licensee’s prior written consent not to be unreasonably withheld, conditioned or delayeddelayed (i) amend, enter into any agreement with a Third Party related to Informationrestate, Regulatory Documentationdelete, materials, Patentssubstitute, or other intellectual other property rights [***]. 5.9.2 Following waive any material terms or conditions of the In-License Option Exercise Closing DateAgreement; or (ii) exercise any right to terminate or consent to any termination, if [***] owned in whole or controlled by a Third Party in part, of the In-License Agreement, in both clauses (i) and (ii) in a particular country manner that would materially and adversely affect Licensee’s rights hereunder. RVL shall notify Licensee in writing promptly (and in any event within five (5) Business Days) after receipt of any notice from the other party to the In-License Agreement of its termination or jurisdiction is necessary intent to Exploit a Licensed Compound exercise any right of termination of the In-License Agreement or Licensed Productof any alleged breach by RVL under the In-License Agreement. RVL covenants that it shall not materially breach its obligations under the In-License Agreement, AbbVie shall have and will not exercise any of its rights under or in connection with the first In-License Agreement to terminate the In-License Agreement without prior written consent of Licensee. Licensee has the right, but not the obligation, to negotiate and enter into an agreement with a Third Party in order to obtain a license or right under such Patent or intellectual property right. If AbbVie elects (in a written communication submitted to Harpoon) not to enter into cure any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled alleged breach by a Third Party is [***] - 35 – [***], then [***] the costs associated with any such license to the Patent or other intellectual property right RVL of such Third Party (“AbbVie [***] Rights”). 5.9.3 If Harpoon or any of its Affiliates, after obligations under the Effective Date, become a party to a license, sublicense or other agreement for [***], or as permitted in Sections 5.9.1 or 5.9.2, then Harpoon shall inform AbbVie and shall provide AbbVie with a copy of such license, sublicense, or other agreement (“Proposed Future In-Licensed Rights”)License Agreement that would materially and adversely affect Licensee’s rights hereunder, on RVL’s behalf. If AbbVie notifies Harpoon in writing within [***] after receipt of such copy that AbbVie wishes to receive a license or sublicense (as applicable) under, RVL shall reimburse Licensee for its costs and be subject to the rights and obligations of, the Proposed Future In-Licensed Rights as they apply to AbbVie and this Agreement, then the Proposed Future In-Licensed Rights shall automatically be included in the Harpoon Patents and/or Harpoon Know-How (as applicable) hereunder and AbbVie agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to AbbVie and this Agreement, including payment of any financial obligations based upon AbbVie’s practice of such intellectual property rights. Effective on and following the License Option Exercise Closing Date, AbbVie shall be solely responsible for payment of any financial obligations under [***], and any license, sublicense or other agreement AbbVie elects to enter into with a Third Party that grants rights to AbbVie expenses incurred in connection with the Manufacture such cure, and, without prejudice to any other rights or remedies of a Licensed Compound or Licensed Product. Except as provided in this Section 5.9.3Licensee, Harpoon shall be solely responsible for Licensee may offset such costs and shall bear expenses against any and all milestone payments under Section 5.2 or any Harpoon In-License Agreements, including any agreement between Harpoon and a Third Party entered prior to or on the Effective Date. For the purpose of clarity, AbbVie shall not be responsible for [***], or (b) [***] relating to the manufacture of any compound or product other than the Licensed Compounds and Licensed Productsroyalty payments under Section 5.3.

In-License Agreements. 5.9.1 During (a) Without limiting the Termrepresentations, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***]. 5.9.2 Following the License Option Exercise Closing Date, if [***] owned or controlled by a Third Party warranties and covenants set forth in a particular country or jurisdiction is necessary to Exploit a Licensed Compound or Licensed ProductArticle 14, AbbVie shall have acknowledges and agrees that the first right, but not the obligation, sublicenses granted by Voyager to negotiate and enter into an agreement with a Third Party AbbVie in order to obtain a license or right under such Patent or intellectual property right. If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***] - 35 – [***], then [***] the costs associated with any such license to the Patent or other intellectual property right of such Third Party (“AbbVie [***] Rights”). 5.9.3 If Harpoon or any of its Affiliates, after the Effective Date, become a party to a license, sublicense or other agreement for [***], or as permitted in Sections 5.9.1 or 5.9.2, then Harpoon shall inform AbbVie and shall provide AbbVie with a copy of such license, sublicense, or other agreement (“Proposed Future In-Licensed Rights”). If AbbVie notifies Harpoon in writing within [***] after receipt of such copy that AbbVie wishes to receive a license or sublicense (as applicable) under, and be this Agreement are subject to the rights and obligations of, terms of the Proposed Future In-Licensed Rights as they apply to AbbVie and this Agreement, then the Proposed Future In-Licensed Rights shall automatically be included in the Harpoon Patents and/or Harpoon Know-How (as applicable) hereunder and AbbVie agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to AbbVie and this Agreement, including payment of any financial obligations based upon AbbVie’s practice of such intellectual property rights. Effective on and following the License Option Exercise Closing Date, AbbVie shall be solely responsible for payment of any financial obligations under [***], and any license, sublicense or other agreement AbbVie elects to enter into with a Third Party that grants rights to AbbVie in connection with the Manufacture of a Licensed Compound or Licensed Product. Except as provided in this Section 5.9.3, Harpoon shall be solely responsible for and shall bear any and all payments under any Harpoon Existing In-License Agreements, including any agreement between Harpoon the scope of the licenses granted to Voyager or the applicable Affiliate thereunder and a the rights granted to or retained by the Third Party entered prior to or on the Effective Date. For the purpose of claritycounterparties thereof and any other Third Party with rights thereunder (including Governmental Authorities, AbbVie shall not be responsible for [***]as applicable) (each, or an “Inbound Licensor”). (b) [***] relating The Parties shall cooperate with each other in good faith to support each other in complying with Voyager’s obligations under each Existing In-License Agreement. Without limitation to the manufacture foregoing, (i) the Parties shall, from time to time, upon the reasonable request of either Party, discuss the terms of an Existing In-License Agreement and agree upon, to the extent reasonably possible, a consistent interpretation of the terms of such Existing In-License Agreement in order to, as fully as possible, allow Voyager to comply with the terms of such Existing In-License Agreement and AbbVie to receive its rights and benefits under this Agreement; (ii) to the extent there is a conflict between any terms of this Agreement and any terms of any compound Existing In-License Agreement, the terms of such Existing In-License Agreement shall control with respect to the relevant Know-How, Patent Rights or product other than rights granted to AbbVie hereunder; and (iii) although Voyager is subject to making certain payments under the Licensed Compounds In-License Agreements as set forth in Section 10.13, AbbVie and Licensed Productsits Affiliates and Sublicensees shall comply with any applicable reporting and other requirements under the Existing In-License Agreements, and the provisions regarding currency conversion, international payments and late payments, and any other relevant definitions and provisions, of the relevant In-License Agreements shall apply to the calculation of the payments due under the relevant Existing In-License Agreements; provided that when and as reasonably requested by AbbVie, Voyager shall use reasonable efforts to obtain waivers or amendments to, or exercise its rights under, the Existing In-License Agreements so as to harmonize AbbVie’s obligations under this Section 6.2.1(b) with the corresponding provisions of this Agreement.