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 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. (ii) LICENSEE shall be responsible for any payments under any such agreement that LICENSEE enters into during the Term. Any payments under any such agreement that AGTC enters into during the Term shall be treated in accordance with the provisions of Section 5.4(d).

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 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. (iib) LICENSEE shall be responsible for any payments The royalties payable under (a) any such agreement that LICENSEE Biogen enters into during with a Third Party or (b) solely to the Term. Any payments extent that Biogen has elected to take a sublicense under this last sentence of Section 13.6.2(a), any such agreement that AGTC enters into during with a Third Party, shall (i) reduce Biogen’s royalty obligations under this Agreement as and to the Term shall be treated extent provided in Section 6.6.1, if the applicable Third Party IP Rights Cover or claim the Development, Manufacture, Commercialization or use of any Initial Licensed Product for which AGTC has exercised the Milestone/Royalty Option in accordance with Section 6.2.2 or any Discovery Product or (ii) be shared by the provisions Parties in accordance with Section 6.3, if the applicable Third Party IP Rights Cover or claim the Development, Manufacture, Commercialization or use of any Initial Licensed Product for which AGTC has exercised the Cost Share Option in accordance with Section 5.4(d)6.2.2.

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 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 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. (iib) LICENSEE shall be responsible for any payments The royalties payable under (a) any such agreement that LICENSEE Biogen enters into during with a Third Party or (b) solely to the Term. Any payments extent that Biogen has elected to take a sublicense under this last sentence of Section 13.6.2(a), any such agreement that AGTC enters into during with a Third Party, shall (i) reduce Biogen’s royalty obligations under this Agreement as and to the Term shall be treated extent provided in Section 6.6.1, if the applicable Third Party IP Rights Cover or claim the Development, Manufacture, Commercialization or use of any Initial Licensed Product for which AGTC has exercised the Milestone/Royalty Option in accordance with Section 6.2.2 or any Discovery Product or (ii) be shared by the provisions Parties in accordance with Section 6.3, if the applicable Third Party IP Rights Cover or claim the Development, Manufacture, Commercialization or use of any Initial Licensed Product for which AGTC has exercised the Cost Share Option in accordance with Section 5.4(d)6.2.2.