Common use of New Company Agreements Clause in Contracts

New Company Agreements. 5.5.1. Company may, during the Term, acquire or in-license rights to additional intellectual property that is related to a Capsid and is necessary [***] to Research, Develop, Manufacture or Commercialize Products in the Field and that, if solely owned by Company, without any encumbrance or restriction on licensing, [***] (such agreements, the “Proposed New Company Agreements”), provided that, [***], and provided further that, the Agreement has not been terminated with respect to the applicable Vertex Disease. In the event that [***], Company [***] a Proposed New Company Agreement, Company shall so notify Vertex [***] with respect to the applicable Vertex Disease(s) within the Field pursuant to such Proposed New Company Agreement, and the terms that would be applicable to Vertex, [***], if the intellectual property rights to be acquired or in-licensed within the Field pursuant to such Proposed New Company Agreement [***]. Company shall use [***] to include in any such Proposed New Company Agreement a provision [***]. Company shall provide Vertex with [***] such Proposed New Company Agreement, [***], sufficiently [***]. Vertex may [***], and Company shall [***] the Proposed New Company Agreement. For the avoidance of doubt, Company will control the negotiations with the Grantor with respect to the Proposed New Company Agreement. Any Proposed New Company Agreement shall be [***] under this Agreement. 5.5.2. Promptly following execution of a Proposed New Company Agreement, Company shall provide to Vertex [***] of such Proposed New Company Agreement with [***] thereunder (a “Licensee”) and [***] subject to the applicable Proposed New Company Agreement. Company and Vertex will discuss in good faith to determine whether Vertex will take a license or sublicense (as the case may be) under all or a portion of the intellectual property rights that are the subject of such Proposed New Company Agreement and if so, Company and Vertex will enter into a written agreement setting forth the terms under which Vertex will take such license or sublicense. Following such written agreement, subject to the terms of such Proposed New Company Agreement that are applicable to a Licensee thereunder, such intellectual property rights described in such notice shall [***] (any such Proposed New Company Agreement with respect to intellectual property rights that are [***] pursuant to this sentence, a “New Company Agreement”). Any payment obligations arising under the New Company Agreements directly as a result of the Research, Development, Manufacture or Commercialization of a Product in the Field by or on behalf of Company, Vertex, or any of their respective Affiliates or Vertex’s Sublicensees, after application of all available reductions to and deductions from such payment obligations under the applicable New Company Agreement (but, for the avoidance of doubt, [***]), will be paid by Company and reimbursed by Vertex in accordance with this Section 5.5 and the written agreement described above, and Company shall be responsible for all other payment obligations under such agreements ([***]). Company shall provide Vertex with a reasonably detailed invoice for any reimbursable payments made by Company pursuant to this Section 5.5.2 within [***] of the end of each Calendar Quarter in which any such payments were made by Company, and Vertex shall pay the undisputed portion of such invoices within [***] of receipt thereof. For clarity, Vertex and its Affiliates will be obligated to reimburse a given amount owed under a New Company Agreement one time only. Notwithstanding the foregoing, Vertex may, at its sole discretion, notify Company that it elects to abandon its payment obligations under this Section 5.5.2 with respect to a New Company Agreement, whereupon such New Company Agreement, as applicable, shall be deemed not to be a New Company Agreement, as applicable, under this Agreement. Except as otherwise provided in this Agreement, as between the Parties, Company shall be responsible for all payments in connection with this Agreement, including with respect to the Research, Development, Manufacture and Commercialization of Products, that arise under any license or other agreement to which Company or its Affiliate is a party, including any New Company Agreement. The provisions of Section 5.6 shall apply to such amounts paid or payable by Vertex, mutatis mutandis. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

New Company Agreements. 5.5.15.7.1. Company may, may during the Term, enter into one or more agreements to acquire or in-license rights to additional intellectual property that is related to a Capsid and is necessary [***] to Research, Develop, Manufacture or Commercialize Products in the Field and that, if solely owned by Company, without any encumbrance or restriction on licensing, [***] would constitute Licensed Technology; provided, however, that in the event Company enters into, after the Execution Date, any agreement with any Third Party (the “Grantor”) regarding the acquisition or license of rights to such additional intellectual property (such agreements, the “Proposed New Company Agreements”), provided that, then (a) such Proposed New Company Agreement will not [***], and provided further that, the (b) Company will use Commercially Reasonable Efforts to (i) ensure such Proposed New Company Agreement has not been terminated with respect to the applicable Vertex Disease. In the event that [***], Company is [***] a Proposed New Company Agreement, Company shall so notify Vertex [***] with respect to the applicable Vertex Disease(sor (ii) within the Field pursuant to such Proposed New Company Agreement, and the terms that would be applicable to Vertex, [***], if the intellectual property rights to be acquired or in-licensed within the Field pursuant to such Proposed New Company Agreement [***]. Company shall will use [***] reasonable efforts to include in any such Proposed New Company Agreement a provision that is an in-license [***]. Company shall will provide Vertex with [***] a substantially final draft of such Proposed New Company Agreement, [***]unredacted solely to the extent that such draft relates to a Product or Licensed Agent, sufficiently [***]in advance of execution so as to afford Vertex a meaningful opportunity to review such draft. Vertex may [***]provide comments to such draft, and Company shall will [***] prior to execution of the Proposed New Company Agreement. For the avoidance of doubt, Company will control the negotiations with the Grantor with respect to the Proposed New Company Agreement. Any Proposed New Company Agreement shall be [***] under this Agreement. 5.5.25.7.2. Promptly following execution of a Proposed New Company Agreement, in the event that such Proposed New Company shall Agreement is licensable or sublicensable to Vertex hereunder in accordance with the terms set forth therein, Company will provide to Vertex [***] a copy of such Proposed New Company Agreement (which may be redacted to exclude provisions thereof that would not be applicable to Vertex as a licensee or sublicensee) with [***] a summary of the terms of such agreement that would be applicable to Vertex as a licensee or sublicensee (as the case may be) thereunder (a “Licensee”) and [***] any milestone and royalty payments that would be owed to such Grantor arising out of Vertex’s practice of the intellectual property subject to the applicable Proposed New Company Agreement. Company and Vertex will discuss in good faith with Vertex to determine whether Vertex will take a license or sublicense (as the case may be) under all or a portion of the intellectual property rights that are the subject of such Proposed New Company Agreement. Following written notice by Vertex that it desires to have such intellectual property rights included in the license granted under this Agreement and if so, Company and Vertex will enter into a written agreement setting forth the terms under which Vertex will take such license or sublicense. Following such written agreement, be subject to the terms of such Proposed New Company Agreement that are applicable to a Licensee thereunder, such intellectual property rights described in such notice shall [***] will automatically be deemed included in the Licensed Technology (any such Proposed New Company Agreement with respect to intellectual property rights that are [***] included in the Licensed Technology pursuant to this sentence, a “New Company Agreement”). Any payment obligations arising under the New Company Agreements directly as a result of the license or sublicense granted to Vertex or the Research, Development, Manufacture or Commercialization of a Product in the Field by or on behalf of Company, Vertex, Vertex or any of their respective its Affiliates or Vertex’s Sublicensees, after application of all available reductions to and deductions from such payment obligations under the applicable New Company Agreement (but, for the avoidance of doubt, [***]excluding any such payment obligations of Company with respect to licensing or sublicensing income (as the case may be) received by Company), will be paid by Company and reimbursed by Vertex in accordance with this Section 5.5 5.7.2 and such amounts reimbursed by Vertex will be treated as Selected Third Party Intellectual Property Costs paid by Vertex pursuant to Section 5.4.5. Except as set forth in the written agreement described aboveimmediately preceding sentence, and Company shall will be responsible for all other payment obligations under such agreements ([***]including any such payment obligations with respect to licensing or sublicensing income (as the case may be) received by Company). Company shall will provide Vertex with a reasonably detailed invoice for any reimbursable payments made by Company under a New Company Agreement that are reimbursable by Vertex pursuant to this Section 5.5.2 5.7.2 within [***] of the end of each Calendar Quarter [***] in which any such payments were made by Company, and Vertex shall will pay the undisputed portion of such invoices within [***] of receipt thereof. All rights granted to Vertex under such New Company Agreement will be subject to the terms and conditions of such New Company Agreement and Vertex will comply with all terms of such New Company Agreement applicable to Vertex, its Affiliates or Sublicensees thereunder. For clarity, Vertex and its Affiliates will be obligated to reimburse a given amount owed under a New Company Agreement one time only. Notwithstanding the foregoing, Vertex may, at in its sole discretion, notify Company that it elects to abandon terminate its payment obligations under this Section 5.5.2 license or sublicense with respect to a any New Company AgreementAgreement with [***] prior written notice, whereupon such termination, such New Company Agreement, as applicable, shall will be deemed not to be a New Company Agreement, as applicable, under this Agreement and the intellectual property rights licensed or sublicensed to Vertex thereunder will no longer constitute Licensed Technology, in which case, Vertex’s reimbursement obligations under this Section 5.7.2 will terminate with respect to such New Company Agreement. Except as otherwise provided in this Agreement, as between the Parties, Company shall will be responsible for all payments in connection with any New Company Agreement unless such payment obligations are resulted from the material breach of such New Company Agreement by Vertex. 5.7.3. Notwithstanding anything to the contrary herein, Company’s obligations under this Agreement, including Section 5.7 with respect to the Research, Development, Manufacture and Commercialization of Products, that arise under any license or other agreement to which Company or its Affiliate is a party, including any Proposed New Company Agreement. The provisions of Section 5.6 shall Agreement will not apply to the extent such amounts paid Proposed New Company Agreement relates to Patents or payable by VertexKnow-How that, mutatis mutandis. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTpursuant to Section 1.46, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIALCompany and its Affiliates are deemed to not Control following a Change of Control.

New Company Agreements. 5.5.1. Company may, during To the Term, acquire extent that any amount (including royalties or in-license rights to additional intellectual property that is related to other payment obligations) becomes payable under a Capsid and is necessary [***] to Research, Develop, Manufacture or Commercialize Products in the Field and that, if solely owned by Company, without any encumbrance or restriction on licensing, [***] (such agreements, the “Proposed New Company Agreements”), provided that, [***], and provided further that, the Agreement has not been terminated with respect to the applicable Vertex Disease. In the event that [***], Company [***] a Proposed New Company Agreement, Company shall so notify Vertex [***] with respect to the applicable Vertex Disease(s) within the Field pursuant to such Proposed New Company Agreement, and the terms that would be applicable to Vertex, [***], if the intellectual property rights to be acquired or in-licensed within the Field pursuant to such Proposed New Company Agreement [***]. Company shall use [***] to include in any such Proposed New Company Agreement a provision [***]. Company shall provide Vertex with [***] such Proposed New Company Agreement, [***], sufficiently [***]. Vertex may [***], and Company shall [***] the Proposed New Company Agreement. For the avoidance of doubt, Company will control the negotiations with the Grantor with respect to the Proposed New Company Agreement. Any Proposed New Company Agreement shall be [***] under this Agreement. 5.5.2. Promptly following execution of a Proposed New Company Agreement, Company shall provide to Vertex [***] of such Proposed New Company Agreement with [***] thereunder (a “Licensee”) and [***] subject to the applicable Proposed New Company Agreement. Company and Vertex will discuss in good faith to determine whether Vertex will take a license or sublicense (as the case may be) under all or a portion of the intellectual property rights that are the subject of such Proposed New Company Agreement and if so, Company and Vertex will enter into a written agreement setting forth the terms under which Vertex will take such license or sublicense. Following such written agreement, subject to the terms of such Proposed New Company Agreement that are applicable to a Licensee thereunder, such intellectual property rights described in such notice shall [***] (any such Proposed New Company Agreement with respect to intellectual property rights that are [***] pursuant to this sentence, which Vertex has provided a “New Company Agreement”). Any payment obligations arising under the New Company Agreements directly Agreement Election Notice as a result of the Research, Development, Manufacture Exploitation of any Royalty Product or Commercialization of Licensed Agent contained in a Royalty Product in the Field by or on behalf of Company, Vertex, Vertex or any of their respective its Affiliates or Vertex’s Sublicensees, Sublicensees (after application of all available reductions to and deductions from such payment obligations amount under the applicable New Company Agreement (but, for the avoidance of doubt, excluding any payment obligations of Company or its Affiliates with respect to licensing or sublicensing income)) (“New Company Agreement Amounts”), Vertex will be responsible for such New Company Agreement Amounts. With respect any New Company Agreement Amounts that become payable based on net sales of Products, following receipt by Company from Vertex of a Royalty Report with respect to any [***]), will be paid by Company and reimbursed by Vertex in accordance with this Section 5.5 and the written agreement described above, and Company shall be responsible for all other payment obligations under such agreements ([***]). Company shall promptly provide Vertex with a reasonably detailed invoice for any reimbursable payments made by such New Company pursuant to this Section 5.5.2 within [***] of the end of each Calendar Quarter in which any such payments were made by CompanyAgreement Amounts, and Vertex (itself or through its Affiliates or Sublicensee) shall pay the undisputed portion of any such invoices invoice within [***] of receipt thereof. For clarity, Vertex and its Affiliates will be obligated With respect to reimburse a given amount owed under a any other New Company Agreement one time only. Notwithstanding the foregoingAmounts that become payable, Company shall promptly provide Vertex may, at its sole discretion, notify Company that it elects to abandon its payment obligations under this Section 5.5.2 with respect to a New Company Agreement, whereupon reasonably detailed invoice for any such New Company AgreementAgreement Amounts after such New Company Agreement Amounts become payable, as applicable, and Vertex (itself or through its Affiliates or Sublicensee) shall pay the undisputed portion of any such invoice within [**] of receipt thereof. Any New Company Agreement Amounts paid by Vertex or its Affiliates or Sublicensees shall be deemed not to be a New Company Agreement, as applicable, under this Agreement. Except as otherwise provided in this Agreement, as between the Parties, Company shall be responsible for all payments in connection with this Agreement, including with respect Selected Third Party Intellectual Property Costs paid by Vertex pursuant to the Research, Development, Manufacture and Commercialization of Products, that arise under any license or other agreement to which Company or its Affiliate is a party, including any New Company Agreement. The provisions of Section 5.6 shall apply to such amounts paid or payable by Vertex, mutatis mutandis. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL5.5.5.

New Company Agreements. 5.5.11.1.1. Company may, may during the Term, enter into one or more agreements to acquire or in-license rights to additional intellectual property that is related to a Capsid and is necessary [***] to Research, Develop, Manufacture or Commercialize Products in the Field and that, if solely owned by Company, without any encumbrance or restriction on licensing, [***] would constitute Licensed Technology; provided, however, that in the event Company enters into, after the Execution Date, any agreement with any Third Party (the “Grantor”) regarding the acquisition or license of rights to such additional intellectual property (such agreements, the “Proposed New Company Agreements”), provided that, then (a) such Proposed New Company Agreement will not [***], and provided further that, the (b) Company will use Commercially Reasonable Efforts to (i) ensure such Proposed New Company Agreement has not been terminated with respect to the applicable Vertex Disease. In the event that [***], Company is [***] a Proposed New Company Agreement, Company shall so notify Vertex [***] with respect to the applicable Vertex Disease(sor (ii) within the Field pursuant to such Proposed New Company Agreement, and the terms that would be applicable to Vertex, [***], if the intellectual property rights to be acquired or in-licensed within the Field pursuant to such Proposed New Company Agreement [***]. Company shall will use [***] reasonable efforts to include in any such Proposed New Company Agreement a provision that is an in-license [***]. Company shall will provide Vertex with [***] a substantially final draft of such Proposed New Company Agreement, [***]unredacted solely to the extent that such draft relates to a Product or Licensed Agent, sufficiently [***]in advance of execution so as to afford Vertex a meaningful opportunity to review such draft. Vertex may [***]provide comments to such draft, and Company shall will [***] prior to execution of the Proposed New Company Agreement. For the avoidance of doubt, Company will control the negotiations with the Grantor with respect to the Proposed New Company Agreement. Any Proposed New Company Agreement shall be [***] under this Agreement. 5.5.21.1.2. Promptly following execution of a Proposed New Company Agreement, in the event that such Proposed New Company shall Agreement is licensable or sublicensable to Vertex hereunder in accordance with the terms set forth therein, Company will provide to Vertex [***] a copy of such Proposed New Company Agreement (which may be redacted to exclude provisions thereof that would not be applicable to Vertex as a licensee or sublicensee) with [***] a summary of the terms of such agreement that would be applicable to Vertex as a licensee or sublicensee (as the case may be) thereunder (a “Licensee”) and [***] any milestone and royalty payments that would be owed to such Grantor arising out of Vertex’s practice of the intellectual property subject to the applicable Proposed New Company Agreement. Company and Vertex will discuss in good faith with Vertex to determine whether Vertex will take a license or sublicense (as the case may be) under all or a portion of the intellectual property rights that are the subject of such Proposed New Company Agreement. Following written notice by Vertex that it desires to have such intellectual property rights included in the license granted under this Agreement and if so, Company and Vertex will enter into a written agreement setting forth the terms under which Vertex will take such license or sublicense. Following such written agreement, be subject to the terms of such Proposed New Company Agreement that are applicable to a Licensee thereunder, such intellectual property rights described in such notice shall [***] will automatically be deemed included in the Licensed Technology (any such Proposed New Company Agreement with respect to intellectual property rights that are [***] included in the Licensed Technology pursuant to this sentence, a “New Company Agreement”). Any payment obligations arising under the New Company Agreements directly as a result of the license or sublicense granted to Vertex or the Research, Development, Manufacture or Commercialization of a Product in the Field by or on behalf of Company, Vertex, Vertex or any of their respective its Affiliates or Vertex’s Sublicensees, after application of all available reductions to and deductions from such payment obligations under the applicable New Company Agreement (but, for the avoidance of doubt, [***]excluding any such payment obligations of Company with respect to licensing or sublicensing income (as the case may be) received by Company), will be paid by Company and reimbursed by Vertex in accordance with this Section 5.5 5.7.2 and such amounts reimbursed by Vertex will be treated as Selected Third Party Intellectual Property Costs paid by Vertex pursuant to Section 5.4.5. Except as set forth in the written agreement described aboveimmediately preceding sentence, and Company shall will be responsible for all other payment obligations under such agreements ([***]including any such payment obligations with respect to licensing or sublicensing income (as the case may be) received by Company). Company shall will provide Vertex with a reasonably detailed invoice for any reimbursable payments made by Company under a New Company Agreement that are reimbursable by Vertex pursuant to this Section 5.5.2 5.7.2 within [***] of the end of each Calendar Quarter [***] in which any such payments were made by Company, and Vertex shall will pay the undisputed portion of such invoices within [***] of receipt thereof. All rights granted to Vertex under such New Company Agreement will be subject to the terms and conditions of such New Company Agreement and Vertex will comply with all terms of such New Company Agreement applicable to Vertex, its Affiliates or Sublicensees thereunder. For clarity, Vertex and its Affiliates will be obligated to reimburse a given amount owed under a New Company Agreement one time only. Notwithstanding the foregoing, Vertex may, at in its sole discretion, notify Company that it elects to abandon terminate its payment obligations under this Section 5.5.2 license or sublicense with respect to a any New Company AgreementAgreement with [***] prior written notice, whereupon such termination, such New Company Agreement, as applicable, shall will be deemed not to be a New Company Agreement, as applicable, under this Agreement and the intellectual property rights licensed or sublicensed to Vertex thereunder will no longer constitute Licensed Technology, in which case, Vertex’s reimbursement obligations under this Section 5.7.2 will terminate with respect to such New Company Agreement. Except as otherwise provided in this Agreement, as between the Parties, Company shall will be responsible for all payments in connection with any New Company Agreement unless such payment obligations are resulted from the material breach of such New Company Agreement by Vertex. 1.1.3. Notwithstanding anything to the contrary herein, Company’s obligations under this Agreement, including Section 5.7 with respect to the Research, Development, Manufacture and Commercialization of Products, that arise under any license or other agreement to which Company or its Affiliate is a party, including any Proposed New Company Agreement. The provisions of Section 5.6 shall Agreement will not apply to the extent such amounts paid Proposed New Company Agreement relates to Patents or payable by VertexKnow-How that, mutatis mutandis. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTpursuant to Section 1.46, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIALCompany and its Affiliates are deemed to not Control following a Change of Control.

New Company Agreements. 5.5.1. Company may, during the Term, acquire or in-license rights to additional intellectual property that is related to a Capsid and is necessary [***] to Research, Develop, Manufacture or Commercialize Products in the Field and that, if solely owned by Company, without any encumbrance or restriction on licensing, [***] (such agreements, the “Proposed New Company Agreements”), provided that, [***], and provided further that, the Agreement has not been terminated with respect to the applicable Vertex Disease. In the event that [***], Company [***] a Proposed New Company Agreement, Company shall so notify Vertex [***] with respect to the applicable Vertex Disease(s) within the Field pursuant to such Proposed New Company Agreement, and the terms that would be applicable to Vertex, [***], if the intellectual property rights to be acquired or in-licensed within the Field pursuant to such Proposed New Company Agreement [***]. Company shall use [***] to include in any such Proposed New Company Agreement a provision [***]. Company shall provide Vertex with [***] such Proposed New Company Agreement, [***], sufficiently [***]. Vertex may [***], and Company shall [***] the Proposed New Company Agreement. For the avoidance of doubt, Company will control the negotiations with the Grantor with respect to the Proposed New Company Agreement. Any Proposed New Company Agreement shall be [***] under this Agreement. 5.5.2. Promptly following execution of a Proposed New Company Agreement, Company shall provide to Vertex [***] of shall constitute notice by Company that Company proposes to make such Proposed New Company Agreement with [***] thereunder (a “Licensee”) and [***] subject to the applicable Section 7.7.3 if Vertex elects to have such Proposed New Company AgreementAgreement become a New Company Agreement in accordance with this Section 7.7.2. Company and Vertex will discuss in good faith to determine whether Vertex will take a license or sublicense (as the case may be) under all or a portion of the intellectual property rights that are the subject of such Proposed New Company Agreement and if soAgreement, Company and Vertex will enter into a provide Company with written agreement setting forth the terms under which Vertex will take such license or sublicensenotice of its decision with respect thereto. Following such written agreementnotice, subject to the terms of such Proposed New Company Agreement that are applicable to a Licensee thereunder, such intellectual property rights described shall automatically be deemed included in such notice shall [***] the Company Background Technology (any such Proposed New Company Agreement with respect to such intellectual property rights that are [***] included in the Company Background Technology pursuant to this sentence, a “New Company Agreement”). Any payment obligations arising under the For clarity, any intellectual property rights in-licensed or acquired by Company pursuant to a Proposed New Company Agreements directly as Agreement that is not a result of the Research, Development, Manufacture or Commercialization of a Product in the Field by or on behalf of Company, Vertex, or any of their respective Affiliates or Vertex’s Sublicensees, after application of all available reductions to and deductions from such payment obligations under the applicable New Company Agreement (buti.e., for under which Vertex does not agree to take a license or sublicense) shall not be included in Company Background Technology. Additionally, if Company later [***]; provided that, if Company does not propose to make such executed agreement subject to Section 7.7.3 (any such agreement, a “Later Company License Agreement), then, (i) subject to Section 7.7.4, the intellectual property in-licensed under any Later Company License Agreement, to the extent it constitutes Company Background Technology, shall be included in the license grant to Vertex hereunder and (ii) if a Later Company License Agreement imposes obligations applicable to Vertex as a sublicensee thereunder, then, subject to Company’s obligations of confidentiality to Third Parties, if any, Company shall provide to Vertex [***]. To the extent that (x) any such executed agreement that Company proposes to make subject to Section 7.7.3 is not licensable or sublicensable (as the case may be) to Vertex or (y) any Later Company License Agreement that [***]. For the avoidance of doubt, [***]), will be paid by Company and reimbursed by Vertex nothing in accordance with this Section 5.5 and the written agreement described above, and 7.7.2 obligates Company shall be responsible for all other payment obligations under such agreements ([***]). Company shall provide Vertex with a reasonably detailed invoice for any reimbursable payments made by Company pursuant to this Section 5.5.2 within [***] of the end of each Calendar Quarter in which terminate any such payments were made by Company, and Vertex shall pay executed agreement or Later Company License Agreement with the undisputed portion of such invoices within [***] of receipt thereof. For clarity, Vertex and its Affiliates will be obligated to reimburse a given amount owed under a New Company Agreement one time only. Notwithstanding the foregoing, Vertex may, at its sole discretion, notify Company that it elects to abandon its payment obligations under this Section 5.5.2 with respect to a New Company Agreement, whereupon such New Company Agreement, as applicable, shall be deemed not to be a New Company Agreement, as applicable, under this Agreement. Except as otherwise provided in this Agreement, as between the Parties, Company shall be responsible for all payments in connection with this Agreement, including with respect to the Research, Development, Manufacture and Commercialization of Products, that arise under any license or other agreement to which Company or its Affiliate is a party, including any New Company Agreement. The provisions of Section 5.6 shall apply to such amounts paid or payable by Vertex, mutatis mutandis. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIALGrantor.

New Company Agreements. 5.5.1. (a) Company may, during may (but will not be required to) enter into any agreement with a Third Party (the Term, acquire “Grantor”) on or in-license after the Effective Date pursuant to which it licenses or acquires rights to additional intellectual property Patents or Know-How that is related to a Capsid and is necessary [***] to Research, Develop, Manufacture or Commercialize Products in the Field and thatwould, if solely owned by Company, Company without any encumbrance or restriction on licensing, [***] constitute Licensed Technology (such agreements, the “Proposed New Company Agreements”), provided that, [***], and provided further thatsuch Patents or Know-How, the Agreement has not been terminated with respect to the applicable Vertex Disease“New In-Licensed Technology”). In such event Company will use good faith efforts to ensure that the event that [***], Company [***] a Proposed New Company Agreement, Company shall so notify Vertex [***] with respect to the applicable Vertex Disease(s) within the Field pursuant to In-Licensed Technology covered by any such Proposed New Company Agreement, and the terms that would be applicable to Vertex, [***], if the intellectual property rights to be acquired or in-licensed within the Field pursuant to such Proposed New Company Agreement [***]. Company shall use [***] will be licensable or sublicensable to include in Vertex to the same extent that Licensed Technology is licensed to Vertex hereunder (including the right to grant sublicenses through multiple tiers) and will not impose any material restrictions or obligations on Vertex as a licensee or sublicensee or disadvantage Vertex as compared to any other potential licensee or sublicense under such Proposed New Company Agreement a provision [***]. Company shall provide Vertex with [***] such Proposed New Company Agreement, [***], sufficiently [***]. Vertex may [***], and Company shall [***] the Proposed New Company Agreement. For the avoidance of doubtIf, after using such good faith efforts, Company is not able to ensure any of the foregoing, then Company will control the negotiations with the Grantor not enter into an exclusive license with respect to such New In-Licensed Technology for purposes of discovery, research, development, manufacture, commercialization or other exploitation of any product for use in the Proposed New Company Agreement. Any Proposed New Company Agreement shall be [***] under this Agreement]. 5.5.2. (b) Promptly following execution of a Proposed New Company Agreement, Company shall provide to Vertex [***] a copy of such Proposed New Company Agreement (which may be redacted to exclude provisions thereof that would not be applicable to Vertex as a licensee or sublicensee) with [***] thereunder (a “Licensee”) and [***] subject summary of the terms of such agreement that would be applicable to the applicable Proposed New Company Agreement. Company and Vertex will discuss in good faith to determine whether Vertex will take as a license licensee or sublicense sublicensee (as the case may be) under all or thereunder (a portion “Licensee”), including any financial obligations that would be owed to the applicable Grantor, as a result of the intellectual property rights that are Exploitation of any Product or Licensed Agent by Vertex or any of its Affiliates or Sublicensees if the subject of New In-Licensed Technology covered by such Proposed New Company Agreement and if so, Company and Vertex will enter into a written agreement setting forth the terms were to become Licensed Technology under which Vertex will take such license or sublicensethis Agreement. Following such written agreement, notice by Vertex that it desires to (i) have the New In-Licensed Technology covered by a particular New Company Agreement included in the Licensed Technology and (ii) become subject to the terms of such Proposed New Company Agreement that are applicable to a Licensee thereunder, thereunder as identified in the summary of terms provided to Vertex hereunder or as otherwise agreed by the Parties (each of such intellectual property rights described in such notice shall [***] (any such Proposed New Company Agreement with respect to intellectual property rights that are [***] pursuant to this sentencenotices, a “New Company AgreementAgreement Election Notice”). Any payment obligations arising under the , such New Company Agreements directly as a result of the Research, Development, Manufacture or Commercialization of a Product In-Licensed Technology shall automatically be deemed included in the Field by or on behalf of Company, Vertex, or any of their respective Affiliates or Vertex’s Sublicensees, after application of all available reductions to and deductions from such payment obligations under the applicable New Company Agreement (but, for the avoidance of doubt, [***]), will be paid by Company and reimbursed by Vertex in accordance with this Section 5.5 and the written agreement described above, and Company shall be responsible for all other payment obligations under such agreements ([***]). Company shall provide Vertex with a reasonably detailed invoice for any reimbursable payments made by Company pursuant to this Section 5.5.2 within [***] of the end of each Calendar Quarter in which any such payments were made by Company, and Vertex shall pay the undisputed portion of such invoices within [***] of receipt thereof. For clarity, Vertex and its Affiliates will be obligated to reimburse a given amount owed under a New Company Agreement one time only. Notwithstanding the foregoing, Vertex may, at its sole discretion, notify Company that it elects to abandon its payment obligations under this Section 5.5.2 with respect to a New Company Agreement, whereupon such New Company Agreement, as applicable, shall be deemed not to be a New Company Agreement, as applicable, under this Agreement. Except as otherwise provided in this Agreement, as between the Parties, Company shall be responsible for all payments in connection with this Agreement, including with respect to the Research, Development, Manufacture and Commercialization of Products, that arise under any license or other agreement to which Company or its Affiliate is a party, including any New Company Agreement. The provisions of Section 5.6 shall apply to such amounts paid or payable by Vertex, mutatis mutandis. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIALLicensed Technology.