Common use of Obligation to Sublicense or Develop Certain Licensed Gene Targets Clause in Contracts

Obligation to Sublicense or Develop Certain Licensed Gene Targets. If a Third Party notifies Lonza that it is interested in obtaining a license under the Licensed Intellectual Property to develop and/or commercialize one or more Licensed Products with respect to a particular Licensed Gene Target for which Akouos has not (either by itself or through any of its Affiliates or Sublicensees) commenced diligence activities for, or has commenced diligence activities for but has materially breached its diligence obligations under either Section 5.1.1, 5.1.2 or 5.1.3 (without curing such breach under the provisions of Section 10.2), (such Licensed Gene Target, a “Proposed Gene Target” and such request, a “Third Party License Request”), Lonza may, in its discretion, provide written notice to Akouos of such Third Party License Request. Such notice shall include, at a minimum, the identities of the Proposed Gene Target, the Third Party requesting the license and the clinical indications for which the Third Party intends to develop Licensed Products under the license. Within [**] after Akouos’ receipt of any such notice of a Third Party License Request, Akouos shall elect either to (a) negotiate to enter into a Pass-Through Sublicense for the development and commercialization of one or more Licensed Products for the Proposed Gene Target identified in the Third Party License Request or (b) submit a Target Development Plan to Lonza under which Akouos, its Affiliate, a Sublicensee or the Third Party who submitted the Third Party License Request would develop and commercialize such Licensed Product(s) (a “Proposed Target Development Plan”), and shall provide Lonza with written notice of such election (an “Election Notice”) prior to the end of such [**] period.

Obligation to Sublicense or Develop Certain Licensed Gene Targets. If a Third Party notifies Lonza MEE that it is interested in obtaining a license under the Licensed Intellectual Property to develop and/or commercialize one or more Licensed Products with respect to a particular Licensed Gene Target for which Akouos has not (either by itself or through any of its Affiliates or Sublicensees) commenced diligence activities for, or has commenced diligence activities for but has materially breached its diligence obligations under either Section 5.1.1, 5.1.2 or 5.1.3 (without curing such breach under the provisions of Section 10.2), (such Licensed Gene Target, a “Proposed Gene Target” and such request, a “Third Party License Request”), Lonza MEE may, in its discretion, provide written notice to Akouos of such Third Party License Request. Such notice shall include, at a minimum, the identities of the Proposed Gene Target, the Third Party requesting the license and the clinical indications for which the Third Party intends to develop Licensed Products under the license. Within [**] after Akouos’ receipt of any such notice of a Third Party License Request, Akouos shall elect either to (a) negotiate to enter into a Pass-Through Sublicense for the development and commercialization of one or more Licensed Products for the Proposed Gene Target identified in the Third Party License Request or (b) submit a Target Development Plan to Lonza MEE under which Akouos, its Affiliate, a Sublicensee or the Third Party who submitted the Third Party License Request would develop and commercialize such Licensed Product(s) (a “Proposed Target Development Plan”), and shall provide Lonza MEE with written notice of such election (an “Election Notice”) prior to the end of such [**] period.