Common use of Negotiation of Sublicenses Clause in Contracts

Negotiation of Sublicenses. (a) If Akouos elects under Section 5.9.1 to negotiate to enter into a Pass- Through Sublicense with respect to a Proposed Gene Target, Akouos shall, promptly after delivering the corresponding Election Notice to Lonza, commence good faith discussions with the Third Party that submitted the Third Party License Request, or a different Third Party identified by Akouos in the Election Notice and reasonably acceptable to Lonza, with respect to such Pass-Through Sublicense and negotiate in good faith to enter into such Pass-Through Sublicense. So long as the relevant Third Party continues to negotiate in good faith, Akouos shall continue such negotiations for [**], extendable as needed to [**] after the initiation date of the negotiations for such relevant Election Notice (or such longer period as Lonza may agree to in writing), or until any earlier execution and delivery of the Pass-Through Sublicense. In no event shall Akouos be required, in connection with the execution of any Pass-Through Sublicense, to grant or otherwise procure for any Third Party, any rights to any Intellectual Property other than the Licensed Intellectual Property. Upon execution and delivery of such Pass-Through Sublicense, the Pass-Through Sublicense shall be subject to all of the terms and conditions of this Agreement as are applicable to any other Pass-Through Sublicense and Akouos shall have no further obligations under this Section 5.9 with respect to the Third Party License Request.

Negotiation of Sublicenses. (a) If Akouos elects under Section 5.9.1 to negotiate to enter into a Pass- Pass-Through Sublicense with respect to a Proposed Gene Target, Akouos shall, promptly after delivering the corresponding Election Notice to LonzaMEE, commence good faith discussions with the Third Party that submitted the Third Party License Request, or a different Third Party identified by Akouos in the Election Notice and reasonably acceptable to LonzaMEE, with respect to such Pass-Through Sublicense and negotiate in good faith to enter into such Pass-Through Sublicense. So long as the relevant Third Party continues to negotiate in good faith, Akouos shall continue such negotiations for [**], extendable as needed to [**] after the initiation date of the negotiations for such relevant Election Notice (or such longer period as Lonza MEE may agree to in writing), or until any earlier execution and delivery of the Pass-Through Sublicense. In no event shall Akouos be required, in connection with the execution of any Pass-Through Sublicense, to grant or otherwise procure for any Third Party, any rights to any Intellectual Property other than the Licensed Intellectual Property. Upon execution and delivery of such Pass-Through Sublicense, the Pass-Through Sublicense shall be subject to all of the terms and conditions of this Agreement as are applicable to any other Pass-Through Sublicense and Akouos shall have no further obligations under this Section 5.9 with respect to the Third Party License Request.