Common use of Maintenance of Included In-Licenses Clause in Contracts

Maintenance of Included In-Licenses. The contracting Party to any Included In-License (the “Contracting Party”) (A) will duly perform and observe all of its obligations under such Included In- Licenses in all material respects and maintain in full force and effect such Included In-License and (B) will not, without the other Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), [***] in each case ((A) and (B)) to the extent such action [***] would reasonably be expected to materially adversely affect the Research, Development, Manufacture or Commercialization of any Collaboration Product hereunder or the rights of the other Party under this Agreement. The Contracting Party to any Included In-License will provide the other Party with written notice as promptly as practicable after becoming aware of any of the following: [***]. If the Contracting Party fails to pay any amounts due under such Included In- License and if such nonpayment would permit the counterparty to such Included In-License to terminate or suspend the same or any rights thereunder, then, to the extent permitted under the Included In-License, the other Party will have the right, but not the obligation, in its sole discretion, to pay such amounts on the Contracting Party’s behalf, and any amounts so paid by the other Party may, to the extent that, as between the Parties, the Contracting Party is responsible for payment of such amounts in accordance with Section 2 and Section 3 of this Exhibit F, be taken by such other Party as [***].

Maintenance of Included In-Licenses. The contracting Party to any Included In-License (the “Contracting Party”) (A) will duly perform and observe all of its obligations under such Included In- In-Licenses in all material respects and maintain in full force and effect such Included In-License and (B) will not, without the other Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), [***] in each case ((A) and (B)) to the extent such action [***] would reasonably be expected to materially adversely affect the Research, Development, Manufacture or Commercialization of any Collaboration Product hereunder or the rights of the other Party under this Agreement. The Contracting Party to any Included In-License will provide the other Party with written notice as promptly as practicable after becoming aware of any of the following: [***]. If the Contracting Party fails to pay any amounts due under such Included In- In-License and if such nonpayment would permit the counterparty to such Included In-License to terminate or suspend the same or any rights thereunder, then, to the extent permitted under the Included In-License, the other Party will have the right, but not the obligation, in its sole discretion, to pay such amounts on the Contracting Party’s behalf, and any amounts so paid by the other Party may, to the extent that, as between the Parties, the Contracting Party is responsible for payment of such amounts in accordance with Section 2 and Section 3 of this Exhibit F, be taken by such other Party as [***].