Common use of In-License Agreements Clause in Contracts

In-License Agreements. (a) Potential In-License Agreements. Subject to Section 17.02 (Acquisitions), in the event that Frequency or any of its Affiliates desires [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. to enter into a negotiation or an agreement with a Third Party after the Effective Date to obtain rights (other than rights in the Frequency Patent Rights) to any necessary or reasonably useful Third Party intellectual property rights 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. 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, such agreement shall become an In-License Agreement hereunder, and any rights granted to Frequency under such In-License Agreement will be deemed to be “Controlled” by Frequency and sublicensed to Astellas pursuant to the terms of this Agreement. In the event that the Parties are unable, 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 [***] days), then (i) Frequency shall not enter into such agreement in any portion of the Astellas Territory (except to the 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 “Controlled” by Frequency or licensed to Astellas under this Agreement, and (iii) each Party shall have the right to enter into an agreement with such Third Party in its portion of the Territory.

In-License Agreements. (a) Potential In-License Agreements. Subject to Section 17.02 (Acquisitions)During the Term, in the event that Frequency or neither Licensor nor any of its Affiliates desires shall, [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. to enter into a negotiation or an any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***], provided that, for clarity, the foregoing shall not restrict Licensor or its Affiliates from entering into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. EXECUTION VERSION property rights directed [***]. Subject to Section 8.6, if Licensor or any of its Affiliates, after the Effective Date Date, become a party to obtain a license, sublicense or other agreement for additional intellectual property rights, with the right to sublicense, that are [***] pursuant to the preceding sentence, then Licensor shall inform AbbVie and shall [***] (“Proposed Future In-Licensed Rights”). If AbbVie notifies Licensor 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 (other than 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 Frequency Patent RightsLicensor Background Patents and/or Licensor Background Know-How (as applicable) hereunder and AbbVie agrees to any necessary or reasonably useful Third Party intellectual property rights 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 abide by all applicable terms and conditions of such Potential 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. Except as provided in the preceding sentence, Licensor shall be solely responsible for and shall bear any and all payments under any Licensor In-License Agreement. 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, such agreement shall become an In-License Agreement hereunder, and any rights granted to Frequency under such In-License Agreement will be deemed to be “Controlled” by Frequency and sublicensed to Astellas pursuant to the terms of this Agreement. In the event that the Parties are unable, 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 [***] days), then (i) Frequency shall not enter into such agreement in any portion of the Astellas Territory (except to the 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 “Controlled” by Frequency or licensed to Astellas under this Agreement, and (iii) each Party shall have the right to enter into an agreement with such Third Party in its portion of the TerritoryAgreements.

In-License Agreements. (a) Potential In-License Agreements. Subject If a Party identifies any Infringed IP and determines to Section 17.02 (Acquisitions), in the event that Frequency or any of its Affiliates desires [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. to enter into a negotiation or an agreement negotiate with a Third Party after the Effective Date at arms’ length to obtain rights a license to such Infringed IP in such Party’s Respective Territory, then such Party (the “Notifying Party XE "Notifying Party" \t "See 2.4(b)" ”) shall promptly notify the other than rights 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, the Frequency Patent Rights) to any Non-Notifying Party determines that such Third Party’s Infringed IP is necessary or reasonably useful Third Party intellectual property rights for the Development, Manufacture 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 or any portion of and the Astellas Excluded Territory (a an “Potential In-License Agreement XE "In-License Agreement" \t "See 2.4(b)" ”), then Frequency will promptly provide Astellas with notice and (y) the Parties shall discuss 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 and jointly negotiate to support each other in complying with such Third Party the terms other Party’s obligations under each In-License Agreement, and conditions of such Potential shall comply with any applicable reporting, payment, subleasing or other requirements under each In-License Agreement. 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, such agreement Nothing in this Section 2.4(b) shall become prevent a party from negotiating or entering into an In-License Agreement hereunderwith a Third Party 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 license to such Third Party’s Infringed IP, then the Identifying Party shall have the right, but not the obligation, to negotiate and execute a license to such Infringed IP in any rights granted to Frequency under such Territory including the other Party’s Respective Territory (an “Excluded In-License Agreement will XE "Excluded In-License Agreement" \t "See 2.4(b)" ”) at its cost and expense, in which case such other Party shall not be deemed obligated to be “Controlled” by Frequency and sublicensed to Astellas pursuant to the terms of this Agreement. In the event that the Parties are unable, despite using good faith efforts, to agree upon the terms and conditions of pay any costs associated with such Potential Excluded In-License Agreement after a reasonable period of time and such Infringed IP shall not be included in the licenses granted under Section 2.1 (but in no event, longer than [***] daysLicense to Pfizer) or Section 2.2 (License to Sxxxx), then (i) Frequency shall not enter into such agreement in any portion of the Astellas Territory (except to the 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 “Controlled” by Frequency or licensed to Astellas under this Agreement, and (iii) each Party shall have the right to enter into an agreement with such Third Party in its portion of the Territoryas applicable.

In-License Agreements. (a) Potential The licenses granted by RVL in Section 2.1 include sublicenses under the applicable license rights granted to RVL by Third Parties under the In-License Agreements. Subject Any sublicense with respect to Section 17.02 (Acquisitions), in the event that Frequency Information or any intellectual property rights of its Affiliates desires [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. to enter into a negotiation or an agreement with a Third Party after the Effective Date to obtain rights hereunder and any right of Licensee (other than rights in the Frequency Patent Rightsif any) to any necessary or reasonably useful Third Party intellectual property rights for the Developmentgrant a further sublicense thereunder, 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 shall be subject and the Parties shall discuss in good faith and jointly negotiate with such Third Party subordinate to the terms and conditions of the In-License Agreement under which such Potential 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 such 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. In RVL shall promptly provide Licensee with a true and complete copy of any amendment to the event that In-License Agreement entered into after the Parties reach agreement on the Effective Date. RVL shall not, without Licensee’s prior written consent not to be unreasonably withheld, conditioned or delayed (i) amend, restate, delete, substitute, or waive any material terms and or conditions of such Potential the In-License Agreement; or (ii) exercise any right to terminate or consent to any termination, in whole or in part, of the In-License Agreement, then upon execution in both clauses (i) and (ii) in a 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 such agreement, such agreement shall become an any notice from the other party to the In-License Agreement hereunder, and of its termination or intent to exercise any rights granted to Frequency under such right of termination of the In-License Agreement will be deemed to be “Controlled” or of any alleged breach by Frequency and sublicensed to Astellas pursuant to RVL under the terms of this In-License Agreement. In RVL covenants that it shall not materially breach its obligations under the event that In-License Agreement, and will not exercise any of its rights under or in connection with the Parties are unable, despite using good faith efforts, to agree upon the terms and conditions of such Potential In-License Agreement after a reasonable period to terminate the In-License Agreement without prior written consent of time (Licensee. Licensee has the right, but not the obligation, to cure any alleged breach by RVL of any of its obligations under the In-License Agreement that would materially and adversely affect Licensee’s rights hereunder, on RVL’s behalf. RVL shall reimburse Licensee for its costs and expenses incurred in no event, longer than [***] days), then (i) Frequency shall not enter into such agreement in any portion of the Astellas Territory (except to the 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 “Controlled” by Frequency or licensed to Astellas under this Agreement, and (iii) each Party shall have the right to enter into an agreement connection with such Third Party in its portion cure, and, without prejudice to any other rights or remedies of the TerritoryLicensee, Licensee may offset such costs and expenses against any milestone payments under Section 5.2 or any royalty payments under Section 5.3.