Common use of Negotiating Third Party Licenses Clause in Contracts

Negotiating Third Party Licenses. (i) Either Party shall have the right to obtain a license under one or more Patent Rights or other intellectual property rights owned or controlled by a Third Party that are necessary or useful to exploit the [***] Manufacturing Technology (collectively, “Third Party IP Rights”), provided that, (a) if AGTC is the licensee, AGTC is granted a sublicensable license under such Third Party IP Rights permitting AGTC and LICENSEE and their respective Affiliates and sublicensees to practice such Third Party IP Rights in connection with the performance of any of their respective obligations or the exercise of any of their respective rights under this Agreement, under terms and conditions that, to the extent applicable to LICENSEE as a sublicensee of such Third Party IP Rights, are not more onerous in any material respect on LICENSEE than those contained in this Agreement and (b) if LICENSEE is the licensee, [***], to the extent applicable to AGTC as a sublicensee of such Third Party IP Rights, are not more CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. onerous in any material respect on AGTC than those contained in this Agreement. Upon entry into any such agreement, the contracting Party shall promptly provide a copy of such agreement to the other Party and, in the case where AGTC is the contracting Party, AGTC shall provide LICENSEE with a proposed allocation of upfront payments contemplated by Section 5.4(d). In the case of any such agreement entered into by AGTC, LICENSEE may, but shall not be required to, at any time after LICENSEE receives such copy, elect to take a sublicense to such Third Party IP Rights by notice to AGTC, and thereafter LICENSEE’s payment obligations under Section 8.7(b)(ii) shall apply, and the Know-How and Patent Rights included in such sublicense shall thereafter be deemed [***] Manufacturing Technology.

Negotiating Third Party Licenses. (i) Either Party shall have the right to obtain a license under one or more Patent Rights or other intellectual property rights owned or controlled by a Third Party that are necessary or useful to exploit the [***] Manufacturing Technology (collectively, “Third Party IP Rights”), provided that, (a) if AGTC is the licensee, AGTC is granted a sublicensable license under such Third Party IP Rights permitting AGTC and LICENSEE and their respective Affiliates and sublicensees to practice such Third Party IP Rights in connection with the performance of any of their respective obligations or the exercise of any of their respective rights under this Agreement, under terms and conditions that, to the extent applicable to LICENSEE as a sublicensee of such Third Party IP Rights, are not more onerous in any material respect on LICENSEE than those contained in this Agreement and (b) if LICENSEE is the licensee, [***], to the extent applicable to AGTC as a sublicensee of such Third Party IP Rights, are not more CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. onerous in any material respect on AGTC than those contained in this Agreement. Upon entry into any such agreement, the contracting Party shall promptly provide a copy of such agreement to the other Party and, in the case where AGTC is the contracting Party, AGTC shall provide LICENSEE with a proposed allocation of upfront payments contemplated by Section 5.4(d). In the case of any such agreement entered into by AGTC, LICENSEE may, but shall not be required to, at any time after LICENSEE receives such copy, elect to take a sublicense to such Third Party IP Rights by notice to AGTC, and thereafter LICENSEE’s payment obligations under Section 8.7(b)(ii) shall apply, and the Know-How and Patent Rights included in such sublicense shall thereafter be deemed [***] Manufacturing Technology.

Negotiating Third Party Licenses. (ia) Either Party shall have the right to obtain a license under one or more Patent Rights or other intellectual property rights owned or controlled by a Third Party that are necessary or useful to exploit conduct the [***] Manufacturing Technology Licensed Activities (collectively, “Third Party IP Rights”), provided that, (ai) if AGTC is the licensee, AGTC is granted a sublicensable license under such Third Party IP Rights permitting AGTC and LICENSEE Biogen and their respective Affiliates and sublicensees to practice such Third Party IP Rights in connection with the Licensed Activities and the performance of any of their respective its obligations or the exercise of any of their respective rights under this Agreement, under terms and conditions that, to the extent applicable to LICENSEE Biogen as a sublicensee of such Third Party IP Rights, are not 64 B4849167.1 more onerous in any material respect on LICENSEE Biogen than those contained in this Agreement and (bii) if LICENSEE Biogen is the licensee, [***], to the extent applicable to AGTC as a sublicensee of such Third Party IP Rights, are not more CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. onerous in any material respect on AGTC than those contained in this Agreement. Upon entry into any such agreement, the contracting Party shall promptly provide a copy of such agreement to the other Party and, in the case where AGTC is the contracting Party, AGTC shall provide LICENSEE Biogen with a proposed allocation of upfront payments contemplated by Section 5.4(d6.6.1(b)(ii). In the case of any such agreement entered into by AGTC, LICENSEE Biogen may, but shall not be required to, at any time after LICENSEE Biogen receives such copy, elect to take a sublicense to such Third Party IP Rights by notice to AGTC, and thereafter LICENSEEBiogen’s payment obligations under Section 8.7(b)(ii13.6.2(b) shall apply, and the Know-How and Patent Rights included in such sublicense shall thereafter be deemed [***] Manufacturing AGTC Technology.

Negotiating Third Party Licenses. (ia) Either Party shall have the right to obtain a license under one or more Patent Rights or other intellectual property rights owned or controlled by a Third Party that are necessary or useful to exploit conduct the [***] Manufacturing Technology Licensed Activities (collectively, “Third Party IP Rights”), provided that, (ai) if AGTC is the licensee, AGTC is granted a sublicensable license under such Third Party IP Rights permitting AGTC and LICENSEE Biogen and their respective Affiliates and sublicensees to practice such Third Party IP Rights in connection with the Licensed Activities and the performance of any of their respective its obligations or the exercise of any of their respective rights under this Agreement, under terms and conditions that, to the extent applicable to LICENSEE Biogen as a sublicensee of such Third Party IP Rights, are not more onerous in any material respect on LICENSEE Biogen than those contained in this Agreement and (bii) if LICENSEE Biogen is the licensee, [***], to the extent applicable to AGTC as a sublicensee of such Third Party IP Rights, are not more CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. onerous in any material respect on AGTC than those contained in this Agreement. Upon entry into any such agreement, the contracting Party shall promptly provide a copy of such agreement to the other Party and, in the case where AGTC is the contracting Party, AGTC shall provide LICENSEE Biogen with a proposed allocation of upfront payments contemplated by Section 5.4(d6.6.1(b)(ii). In the case of any such agreement entered into by AGTC, LICENSEE Biogen may, but shall not be required to, at any time after LICENSEE Biogen receives such copy, elect to take a sublicense to such Third Party IP Rights by notice to AGTC, and thereafter LICENSEEBiogen’s payment obligations under Section 8.7(b)(ii13.6.2(b) shall apply, and the Know-How and Patent Rights included in such sublicense shall thereafter be deemed [***] Manufacturing AGTC Technology.