Common use of In-License Agreements Clause in Contracts

In-License Agreements. (a) Subject to Section 16.02 (Acquisitions): In the event that Agios or any of its Affiliates enters into an agreement with a Third Party after the Effective Date that Agios determines is necessary or reasonably useful for the Development or Commercialization of any Licensed Product in the Field in the Territory, or the Manufacture of the Licensed Compound, Ivosidenib Materials or Licensed Products, then Agios will promptly provide Licensee with notice and a copy of the applicable Third Party agreement. Within [**] following receipt of such notice, Licensee will decide, in its sole discretion, whether to accept the applicable Third Party agreement as an In-License Agreement, and provide notice of such decision to Agios. In such event, subject to Section 8.06(d), Licensee shall pay royalties for sales in the Territory in accordance with such In-License Agreement and the pro rata share of any other costs associated with such In-License Agreement to the extent that such costs apply to any Licensee Entity’s activities under this Agreement. In the event that Licensee declines to accept such Third Party agreement as an In-License Agreement, then (i) such Third Party agreement shall not be deemed to be an “In-License Agreement” hereunder and (ii) any rights granted to Agios under such Third Party agreement will not be deemed to be “Controlled” by Agios or licensed to Licensee under this Agreement. In the event that Licensee accepts such Third Party agreement as an In-License Agreement, such Third Party agreement will thereafter be included within the definition of “In-License Agreement,” and any rights granted to Agios under such In-License Agreement will be deemed to be “Controlled” by Agios and sublicensed to Licensee pursuant to the terms of this Agreement. (b) Licensee acknowledges and agrees that certain of the rights, licenses and sublicenses granted by Agios to Licensee in this Agreement (including any sublicense rights) are subject to the terms of the In-License Agreements and the rights granted to the Third Party counterparties thereunder, the scope of the licenses granted to Agios or any applicable Affiliate thereunder and the rights retained by such Third Party counterparties and any other Third Parties (including Governmental Authorities) set forth therein. Licensee shall, and shall ensure that each Licensee Entity shall, perform and take such actions to allow Agios and its Affiliates to comply with their obligations under each In-License Agreement, to the extent applicable to Licensee’s rights or obligations under this Agreement. Without limiting the foregoing, each Licensee Entity shall prepare and deliver to Agios, or assist Agios in preparing, any additional reports required under any In-License Agreement, in each case reasonably sufficiently in advance to enable Agios and its Affiliates to comply with their obligations thereunder. Each Licensee Entity shall comply with all provisions of each In-License Agreement that are applicable to such Licensee Entity’s exercise of rights or performance of obligations under this Agreement. To the extent there is a conflict between the terms of any In-License Agreement and any rights granted to, or obligations imposed upon, Licensee hereunder, the terms of the applicable In-License Agreement(s) shall control. Any breach by any Licensee Entity of any provision of any In-License Agreement applicable to any of them pursuant to this Section 2.06 (In-License Agreements) shall be deemed a material breach of this Agreement.

In-License Agreements. (ai) Subject to Section 16.02 (Acquisitions): In the event that Agios If Nabriva or any of its Affiliates enters into an In-License Agreement, then Nabriva shall promptly notify Licensee, identifying the relevant Third Party’s Patents or Information. The applicable Third Party’s Patents or Information shall be included in the license granted to Licensee under Clause 2.1 (Grants to Licensee) and considered Nabriva Patents or Nabriva Know-How hereunder only if Nabriva discloses the substantive terms of the applicable license agreement to Licensee, which Nabriva hereby agrees to do, and Licensee agrees in writing to (A) comply with a Third Party after all the Effective Date that Agios determines is necessary or reasonably useful for relevant obligations of such In-License Agreement, and (B) pay all milestones, royalties and other payments applicable to the Development Development, Manufacture or Commercialization of the Licensed Compound or any Licensed Product in the Field in the Territory; provided, however, that, solely with respect to the Manufacture of the Licensed Compound or any Licensed Product in the Field in the Territory, or Licensee will only be responsible for milestones, royalties and other payments directly attributable to the Manufacture of the Licensed Compound, Ivosidenib Materials Compound or any Licensed Products, then Agios will promptly provide Product in the Field in the Territory by Licensee with notice and a copy or any of the applicable Third Party agreement. Within [**] following receipt of such notice, Licensee will decide, in its sole discretion, whether Affiliates or any Sublicensees. (ii) Subject to accept the applicable Third Party agreement as an this Clause 2.5(b) (In-License AgreementAgreements), and provide notice of such decision the licenses granted by Nabriva in Clause 2.1 (Grants to Agios. In such eventLicensee) include sublicenses solely under the applicable license rights granted to Nabriva or, subject to Section 8.06(dClause 11.3(b) (Assignment - subclause (b)), any of its Affiliates by Third Parties under the In-License Agreements. Any sublicense with respect to Information or Patents of a Third Party hereunder and any right of Licensee (if any) to grant a further sublicense thereunder, shall pay royalties for sales 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 Territory in accordance with event and to the extent that any In-License Agreement requires that particular terms or conditions of such In-License Agreement be contained or incorporated in any agreement granting a sublicense thereunder, such terms and the pro rata share of any other costs associated with such In-License Agreement to the extent that such costs apply to any Licensee Entity’s activities under this Agreement. In the event that Licensee declines to accept such Third Party agreement as an In-License Agreement, then (i) such Third Party agreement shall not be conditions are hereby deemed to be an “In-License Agreement” hereunder incorporated herein by reference and (ii) any rights made applicable to the sublicense granted to Agios under such Third Party agreement will not be deemed to be “Controlled” by Agios or licensed to Licensee under this Agreement. In the event that Licensee accepts such Third Party agreement as an In-License Agreement, such Third Party agreement will thereafter be included within the definition of “In-License Agreement,” and any rights granted to Agios herein under such In-License Agreement will be deemed to be “Controlled” by Agios and sublicensed to Licensee pursuant to the terms of this Agreement. (biii) Licensee acknowledges and agrees that certain of the rights, licenses and sublicenses granted by Agios The Parties shall cooperate with each other in good faith to Licensee support each other in this Agreement (including any sublicense rights) are subject to the terms of the In-License Agreements and the rights granted to the Third Party counterparties thereunder, the scope of the licenses granted to Agios or any applicable Affiliate thereunder and the rights retained by such Third Party counterparties and any other Third Parties (including Governmental Authorities) set forth therein. Licensee shall, and shall ensure that each Licensee Entity shall, perform and take such actions to allow Agios complying with Nabriva’s and its Affiliates to comply with their Affiliate’s obligations under each In-License Agreement. Without limitation to the foregoing, (A) the Parties shall, from time to time, upon the reasonable request of either Party, discuss the terms of an In-License Agreement and agree upon, to the extent applicable to Licensee’s rights or obligations under this Agreement. Without limiting reasonably possible, a consistent interpretation of the foregoing, each Licensee Entity shall prepare and deliver to Agios, or assist Agios in preparing, any additional reports required under any terms of such In-License AgreementAgreement in order to, in each case reasonably sufficiently in advance to enable Agios as fully as possible, allow Nabriva and its Affiliates to comply with their obligations thereunder. Each Licensee Entity shall comply with all provisions the terms of each such In-License Agreement that are applicable Agreement; (B) to such Licensee Entity’s exercise of rights or performance of obligations under this Agreement. To the extent there is a conflict between the any terms of this Agreement and any terms of any In-License Agreement (including with respect to sublicensing rights, diligence obligations, prosecution, maintenance, enforcement, defense, any obligations for a counterparty to such In-License Agreement to maintain a Party’s information as confidential and any rights granted to, or obligations imposed upon, Licensee hereunderfor a Party to maintain as confidential the information of a counterparty to such In-License Agreement), the terms of the applicable In-License Agreement(s) shall control. Any breach by any Licensee Entity of any provision of any such In-License Agreement shall control with respect to the relevant Information, Patents or other rights granted to Licensee hereunder; and (C) Licensee and its Affiliates and Sublicensees shall comply with any applicable to any of them pursuant to this Section 2.06 (reporting and other requirements under the 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 In-License Agreements. (iv) On an In-License Agreement-by-In-License Agreement basis, from and after the date on which Licensee agrees in writing to (A) comply with all the relevant obligations of such In-License Agreement, and (B) pay all milestones, royalties and other payments applicable to the Development or Commercialization of the Licensed Compound or any Licensed Product in the Field in the Territory under such In-License Agreement (if any), Nabriva shall not enter into any subsequent agreement with any other party to such In-License Agreement that modifies or amends such In-License Agreement in any way that would materially adversely affect Licensee’s rights or interest under this Agreement without Licensee’s prior written consent, which shall not be deemed unreasonably withheld, and shall provide Licensee with a material breach copy of this all modifications to or amendments of such In-License Agreement, regardless of whether Licensee’s consent was required with respect thereto.

In-License Agreements. (a) Subject 3.3.1 Genzyme acknowledges that the licenses granted by Voyager hereunder may include sublicenses under certain licenses granted to Section 16.02 (Acquisitions): In the event that Agios Voyager or any of its Affiliates enters into an agreement with a Third Party after the Effective Date that Agios determines is necessary or reasonably useful for the Development or Commercialization of any Licensed Product in the Field in the Territory, or the Manufacture of the Licensed Compound, Ivosidenib Materials or Licensed Products, then Agios will promptly provide Licensee with notice and a copy of the applicable Third Party agreement. Within [**] following receipt of such notice, Licensee will decide, in its sole discretion, whether pursuant to accept the applicable Third Party agreement as an In-License AgreementAgreements, and provide notice of that such decision to Agios. In such event, sublicenses are subject to Section 8.06(d), Licensee shall pay royalties for sales in the Territory in accordance with applicable terms of such In-License Agreement and the pro rata share of any other costs associated with such In-License Agreement to the extent that such costs apply to any Licensee Entity’s activities under this Agreement. In the event that Licensee declines to accept such Third Party agreement as an In-License Agreement, then (i) such Third Party agreement shall not be deemed to be an “In-License Agreement” hereunder and (ii) any rights granted to Agios under such Third Party agreement will not be deemed to be “Controlled” by Agios or licensed to Licensee under this Agreement. In the event that Licensee accepts such Third Party agreement as an In-License Agreement, such Third Party agreement will thereafter be included within the definition of “In-License Agreement,” and any rights granted to Agios under such In-License Agreement will be deemed to be “Controlled” by Agios and sublicensed to Licensee pursuant to the terms of this Agreement. (b) Licensee acknowledges and agrees that certain of the rights, licenses and sublicenses granted by Agios to Licensee in this Agreement (including any sublicense rights) are subject to the terms of the In-License Agreements and the rights granted to the Third Party counterparties thereunderAgreements, the scope of the licenses granted to Agios Voyager or any the applicable Affiliate thereunder and the rights granted to or retained by such the Third Party counterparties and any other Third Parties (including Governmental Authorities) set forth therein). Licensee shallIf the Specified Capsids or Licensed Capsids, as applicable at any given time, are Covered by Patent Rights licensed to Voyager under In-License Agreements, Genzyme covenants to comply with, and shall ensure that each Licensee Entity shall, perform to cause its sublicensed Affiliates and take such actions to allow Agios and require its Affiliates sublicensees to comply with, the applicable In-License Agreements, pursuant to their terms (including with their obligations respect to the research license granted in Section 2.1.2 (Genzyme Evaluation)). Without limiting the generality of the foregoing, if the Specified Capsids or Licensed Capsids, as applicable at any given time, are Covered by Patent Rights licensed to Voyager under each an Existing In-License Agreement, to the extent applicable to Licensee’s rights or obligations under this Agreement. Without limiting the foregoing, each Licensee Entity shall prepare and deliver to Agios, or assist Agios in preparing, any additional reports required under any In-License Agreement, in each case reasonably sufficiently in advance to enable Agios and its Affiliates to comply with their obligations thereunder. Each Licensee Entity then Genzyme shall comply with all the provisions of each such Existing In-License Agreement that are applicable to such Licensee Entity’s exercise of rights or performance of obligations under this Agreementidentified on Schedule 3.3. 1. To the extent there is a conflict between any of the terms of any In-License Agreement and any the rights granted to, or obligations imposed upon, Licensee hereunder, to Genzyme hereunder the terms of the applicable In-License Agreement(s) shall control. Any breach by any Licensee Entity of any provision of any such In-License Agreement applicable shall control with respect to the AAV Patent Rights licensed to Voyager under such In-License Agreement. 3.3.2 Genzyme shall reimburse Voyager for any payment obligation incurred by Voyager under an In-License Agreement related to a Licensed Product or Genzyme’s activities hereunder, including but not limited to royalties and milestone payments relating to a Licensed Product, subject (in the case of them pursuant to this Section 2.06 (Future In-License Agreements) shall to Section 4.8 (Anti-Stacking), provided that in each case the relevant financial terms of such In-License Agreement giving rise to such payment obligations were provided to Genzyme prior to its exercise of the Option with respect thereto to the extent such In-License Agreement was executed prior to Genzyme’s exercise of the Option. 3.3.3 If and for so long as the Specified Capsids or Licensed Capsids, as applicable at any given time, are Covered by Patent Rights licensed to Voyager under the [**], Voyager will (i) not amend, or otherwise modify or permit to be deemed amended or modified, the [**] as it pertains to the Specified Indications (or, before the second Specified Indication is determined, as it pertains to DM1 or FSHD) in any way which would reasonably be expected to adversely affect the rights of Genzyme hereunder without Genzyme’s prior written consent, and (ii) provide written notice to Genzyme if (x) Voyager receives a material breach notice of termination from or submits a notice of termination to [**] regarding the [**] and (y) the [**] is terminated, indicating in such notice that Genzyme will thereafter be obligated to render to [**] all consideration that Genzyme would have owed to Voyager under this Agreement.

In-License Agreements. (a) Subject to Section 16.02 (Acquisitions): In the event that Agios or any of its Affiliates enters into an agreement with a Third Party after the Effective Date that Agios determines is necessary or reasonably useful for the Development or Commercialization of any Licensed Product in the Field in the Territory, or the Manufacture of the Licensed Compound, Ivosidenib Materials or Licensed Products, then Agios will promptly provide Licensee with notice and a copy of the applicable Third Party agreement. Within [**] following receipt of such notice, Licensee will decide, in its sole discretion, whether to accept the applicable Third Party agreement as an In-License Agreement, and provide notice of such decision to Agios. In such event, subject to Section 8.06(d), Licensee shall pay royalties for sales in the Territory in accordance with such In-License Agreement and the pro rata share of any other costs associated with such In-License Agreement to the extent that such costs apply to any Licensee Entity’s activities under this Agreement. In the event that Licensee declines to accept such Third Party agreement as an In-License Agreement, then (i) such Third Party agreement shall not be deemed to be an “In-License Agreement” hereunder and (ii) any rights granted to Agios under such Third Party agreement will not be deemed to be “Controlled” by Agios or licensed to Licensee under this Agreement. In the event that Licensee accepts such Third Party agreement as an In-License Agreement, such Third Party agreement will thereafter be included within the definition of “In-License Agreement,” and any rights granted to Agios under such In-License Agreement will be deemed to be “Controlled” by Agios and sublicensed to Licensee pursuant to the terms of this Agreement. (b) Licensee 6.2.1 PTC acknowledges and agrees that certain of the rights, licenses and sublicenses granted by Agios Akcea to Licensee PTC in this Agreement (including any sublicense rights) are subject to the terms of the In-License Agreements and the rights granted to the Third Party counterparties thereunderAgreements, the scope of the licenses granted to Agios Akcea or any the applicable Affiliate thereunder and the rights granted to or retained by such Ionis Pharmaceuticals, the Third Party counterparties counterparties, and any other Third Parties (including Governmental Authoritieseach, an “Inbound Licensor”) set forth therein. Licensee shallAkcea has, prior to the Effective Date, provided PTC with a true and shall ensure that complete copy of each Licensee Entity shall, perform and take such actions to allow Agios and its Affiliates to comply with their obligations under each Existing In-License Agreement. 6.2.2 If, to after the extent applicable to Licensee’s rights Effective Date, Akcea or obligations under this Agreement. Without limiting the foregoing, each Licensee Entity shall prepare and deliver to Agios, or assist Agios in preparing, any additional reports required under any In-License Agreement, in each case reasonably sufficiently in advance to enable Agios and of its Affiliates to comply with their obligations thereunder. Each Licensee Entity shall comply with all provisions of each enters into a Future In-License Agreement with a Third Party pursuant to which Akcea (or, subject to Section 15.3, any of its Affiliates) obtains Control over a Third Party’s Know-How or Patent Right that are applicable is necessary for the Exploitation of a Product in the PTC Territory, such Third Party’s Know-How or Patent Rights shall be included in the license granted to PTC under Section 6.1.1 and considered Akcea IP hereunder if PTC agrees in writing to pay Akcea any and all costs arising under such Future In-License Agreement as they apply to such Licensee Entity’s exercise Product in the PTC Territory. Akcea shall provide PTC with a true and complete copy of rights or performance each of obligations under this Agreementany Future In-License Agreement promptly after such Future In-License Agreement has been fully executed and delivered by the parties thereto. 6.2.3 PTC covenants to Akcea to comply with, and to cause its Affiliates and Sublicensees to comply with, the terms and conditions of the In-License Agreements. To the extent there is a conflict between any of the terms of any In-License Agreement and any the rights granted toto PTC hereunder (including with respect to any sublicensing rights, or obligations imposed upondiligence obligations, Licensee hereunderProsecution and Maintenance, enforcement and defense rights), the terms of the applicable such In-License Agreement(s) Agreement shall control. Any breach by any Licensee Entity of any provision control with respect to the Know-How and Patent Rights owned or controlled by, or subject to the rights of, such Inbound Licensor under such In-License Agreement. 6.2.4 The Parties acknowledge that the terms of any In-License Agreement may be subject to interpretation. The Parties shall cooperate with each other in good faith to support each other in complying with each other’s obligations under each In-License Agreement. Without limitation to the foregoing, the Parties shall, from time to time, upon the reasonable request of either Party, discuss the terms of any applicable In-License Agreement and agree upon, to the extent reasonably possible, a consistent interpretation of the terms of such In-License Agreement in order to, as fully as possible, allow each Party to comply with the terms of such In-License Agreement. If a Party believes an interpretation is or may be incorrect, such Party shall share such conclusion or information with the other Party, subject to any confidentiality obligations owed by Akcea to the relevant Inbound Licensor, and the Parties shall discuss such conclusion or information. 6.2.5 Without limiting the foregoing, PTC shall prepare and deliver to Akcea any additional reports required under the applicable In-License Agreements of them pursuant Akcea, in each case (a) sufficiently in advance to this Section 2.06 (reasonably enable Akcea to comply with its obligations under the applicable In-License Agreements, and (b) shall be deemed a material breach of this Agreementto the extent that Akcea provides reasonable notice to PTC regarding any such report and the requirements thereto.

In-License Agreements. (a) Subject 5.2.1 Neurocrine acknowledges that the license granted by Voyager to Neurocrine in Section 16.02 (Acquisitions): In the event 5.1 includes sublicenses under certain Voyager IP that Agios or any of its Affiliates enters into an agreement with a Third Party after the Effective Date that Agios determines is necessary or reasonably useful for the Development or Commercialization of any Licensed Product in the Field in the Territory, or the Manufacture of the Licensed Compound, Ivosidenib Materials or Licensed Products, then Agios will promptly provide Licensee with notice and a copy of the applicable Third Party agreement. Within [**] following receipt of such notice, Licensee will decide, in its sole discretion, whether licensed to accept the applicable Third Party agreement as an Voyager pursuant to In-License AgreementAgreements, and provide notice of such decision to Agios. In such event, subject to Section 8.06(d), Licensee shall pay royalties for sales in the Territory in accordance with such In-License Agreement and the pro rata share of any other costs associated with such In-License Agreement to the extent that such costs apply to any Licensee Entity’s activities under this Agreement. In the event that Licensee declines to accept such Third Party agreement as an In-License Agreement, then (i) such Third Party agreement shall not be deemed to be an “In-License Agreement” hereunder and (ii) any rights granted to Agios under such Third Party agreement will not be deemed to be “Controlled” by Agios or licensed to Licensee under this Agreement. In the event that Licensee accepts such Third Party agreement as an In-License Agreement, such Third Party agreement will thereafter be included within the definition of “In-License Agreement,” and any rights granted to Agios under such In-License Agreement will be deemed to be “Controlled” by Agios and sublicensed to Licensee pursuant to the terms of this Agreement. (b) Licensee acknowledges and agrees that certain of the rights, licenses and sublicenses granted by Agios to Licensee in this Agreement (including any sublicense rights) are subject to the applicable terms of the In-License Agreements and the rights granted to the Third Party counterparties thereunderAgreements, the scope of the licenses granted to Agios Voyager or any the applicable Affiliate thereunder and the rights granted to or retained by such the Third Party counterparties and any other Third Parties (including Governmental Authorities) (each, an “Inbound Licensor”) set forth therein. Licensee shall, and shall ensure that each Licensee Entity shall, perform and take such actions to allow Agios and its Affiliates to comply with their obligations To the extent Patent Rights under each the In-License AgreementAgreements are sublicensed to Neurocrine hereunder, Neurocrine covenants to comply with, and to cause its sublicensed Affiliates and to require its Sublicensees to comply with, the extent applicable to Licensee’s rights or obligations under this Agreement. Without limiting the foregoing, each Licensee Entity shall prepare and deliver to Agios, or assist Agios in preparing, any additional reports required under any In-License AgreementAgreements, pursuant to their terms, including Sections 5.1, 5.2, 8.1, 10.1, 10.2, 12.5, and 13.7-13.9 of the [**] Agreement the text of which Sections are set forth on Schedule 5.2.1 in each case reasonably sufficiently in advance compliance with Section 4.2 of the [**] Agreement and if the Patent Rights under the [**] Agreement are sublicensed to enable Agios and its Affiliates to comply with their obligations thereunder. Each Licensee Entity shall comply with all provisions Neurocrine hereunder, Section 2.3 of each In-License Agreement that are applicable to such Licensee Entity’s exercise of rights or performance of obligations under this the [**] Agreement. To the extent there is a conflict between any of the terms of any In-License Agreement and any the rights granted toto Neurocrine hereunder (including with respect to any sublicensing rights, or obligations imposed uponProsecution and Maintenance, Licensee hereunder, enforcement and defense rights) the terms of such In-License Agreement shall control with respect to the Know-How and Patent Rights licensed to Voyager under such In-License Agreement. 5.2.2 If either Party becomes aware of any Third Party’s Know-How that would be necessary or reasonably useful for the Development, Manufacturing or Commercialization of a Collaboration Product or any Third Party’s Patent Right that Covers in the Territory any Collaboration Product, such Party shall promptly notify the other Party, and the Parties shall discuss whether to seek a license under such Know-How or Patent Rights. Voyager shall have the first right to enter into Third Party licenses related to Know-How, Patent Rights, or other intellectual property rights related to any Vectorization Technology, in Voyager’s sole discretion. If Voyager determines to enter into such a license, then prior to doing so Voyager shall provide written notice to Neurocrine and, if Neurocrine expresses a desire to obtain a sublicense to such license pursuant to Section 5.2.3, Voyager shall thereafter provide Neurocrine with a reasonable opportunity to review and comment on the proposed terms of such license that are applicable to Neurocrine as a sublicensee thereunder. Voyager shall use reasonable efforts to negotiate the terms of such license accordingly. Neurocrine shall have the first right to seek any other Third Party license related to Know-How, Patent Rights, or other intellectual property rights. If Neurocrine elects not to seek any other such license, and if Voyager seeks such license, and if Neurocrine expresses a desire to obtain a sublicense to such license pursuant to Section 5.2.3, Voyager shall thereafter provide Neurocrine with a reasonable opportunity to review and comment on the proposed terms of such license that are applicable to Neurocrine as a sublicensee thereunder. Voyager shall use reasonable efforts to negotiate the terms of such license accordingly. For the avoidance of doubt, nothing contained in this Section 5.2.2 creates an obligation for Voyager to obtain any Third Party license. 5.2.3 If, after the Effective Date, subject to Section 5.2.2, Voyager or any of its Affiliates enters into a Future In-License Agreement with a Third Party pursuant to which Voyager (or, subject to the last sentence of this Section 5.2.3, any of its Affiliates) obtains Control over a Third Party’s Know-How that is necessary or reasonably useful for the Development, Manufacturing or Commercialization of a Collaboration Product or any Patent Right that Covers in the Territory any Collaboration Product, Voyager shall promptly provide such Future In-License Agreement to Neurocrine and provide any information reasonably requested by Neurocrine with respect thereto, and such Third Party’s Know-How and Patent Rights shall be included in the license granted to Neurocrine under Section 5.1 and considered Voyager IP hereunder, only if Neurocrine agrees in writing to pay the share of the payments due to Inbound Licensors applicable to the Collaboration Product(s), as well as a reasonably allocable share of any other payments due to Inbound Licensors not specific to a compound or product, as set forth in Section 5.2.4. 5.2.4 As between the Parties, the amounts payable under all In-License Agreements shall be allocated as follows: (a) With respect to an Existing Program (unless and until such Existing Program becomes a Co-Co Program), (i) Voyager shall be responsible for any payment required under applicable Existing In-License Agreements and (ii) each of Voyager and Neurocrine shall be responsible for fifty percent (50%) of all payments under any applicable Future In-License Agreement that are specifically related to a Collaboration Product, it being agreed that if Voyager’s fifty percent (50%) share of royalties payable under the Future In-License Agreement exceed the royalties payable by Neurocrine to Voyager with respect to the applicable Collaboration Product in the applicable country in the applicable Calendar Quarter, then Neurocrine shall bear such excess. Notwithstanding the foregoing, Voyager shall be solely responsible for all payments under any potential In-License Agreements for intellectual property referenced on Schedule 5.2.4(a) for Existing Programs. (b) With respect to the Discovery Programs, (i) each of Voyager and Neurocrine shall be responsible for fifty percent (50%) of all payments under any Existing In-License Agreement and Future In-License Agreement that are specifically related to Vectorization Technology, it being agreed that if Voyager’s fifty percent (50%) share of royalties payable under the Existing In-License Agreement or Future In-License Agreement exceed the royalties payable by Neurocrine to Voyager with respect to the applicable Collaboration Product in the applicable country in the applicable Calendar Quarter, then Neurocrine shall bear such excess and (ii) Neurocrine shall be responsible for 100% of all payments under any Future In-License Agreement that are not specifically related to Vectorization Technology. (c) With respect to any Co-Co Program, from and after the exercise of the Co-Co Option, pursuant to Section 4.1.2(d), any amounts due to any Inbound Licensor under an In-License Agreement (including royalty, milestone and sublicense income payments) with respect to the Co-Co Products shall be shared between the Parties at the Co-Co Rate, to the extent such amounts are allocable to the Co-Co Product in the Co-Co Territory. Notwithstanding the fact that Voyager has obtained a license related to Know-How, Patent Rights or other intellectual property rights Covering Vectorization Technology and that such intellectual property rights may be included within Neurocrine’s license to Existing In-License Agreements or that Neurocrine may elect, under Section 5.2.3 to take a sublicense to Know-How, Patent Rights or other intellectual property rights Covering Vectorization Technology under a Future In-License Agreement, to the extent that Voyager demonstrates that an alternative methodology or approach that is not Covered by such licensed intellectual property rights (an “Alternative Method”) yields results that are of materially equivalent or superior quality, and Voyager proposes to Neurocrine that such Alternative Method be deployed in a Collaboration Program on a timeline that is practicable and does not introduce unreasonable risk to the success of a Program, then Neurocrine shall reasonably consider deploying such Alternative Method for the relevant Collaboration Program; provided that if, notwithstanding Voyager’s proposal for the use of the Alternative Method, Neurocrine exercises its final-decision making authority pursuant to Section 3.6 to decline the use of the Alternative Method, then any payments under the Existing Licensed Agreement or Future In-License Agreement implicated by Neurocrine’s refusal to adopt the Alternative Method shall be allocated between the Parties as set forth in Section 5.2.4(a) (without giving effect to the last sentence thereof). 5.2.5 Neurocrine shall prepare and deliver to Voyager any additional reports required under the applicable In-License Agreement(s) shall control. Any breach Agreements of Voyager, in each case to the extent requested by any Licensee Entity Voyager, and, provided that Voyager has notified Neurocrine reasonably sufficiently in advance of any provision of any In-License Agreement the applicable deadline, to any of them pursuant enable Voyager to this Section 2.06 (comply with its obligations under the applicable In-License Agreements) shall be deemed a material breach of this Agreement.