Payments for Third Party Licenses. Daiichi Sankyo will remain responsible for all obligations arising from licenses from Third Parties executed prior to the Effective Date. AnHeart will be responsible, at its own expense, for obtaining any required licenses to intellectual property from a Third Party that, in the absence of such license, would be infringed by the manufacture, use, import, export or sale of a Licensed Compound or a Product in a particular country. AnHeart shall, in its sole discretion and at its sole expense, determine which Third Party licenses are necessary, and shall negotiate and execute all such licenses directly with the Third Party licensors.
Payments for Third Party Licenses. (a) Sangamo Responsibilities. Sangamo (and not Sigma) shall be responsible for paying all fees, milestones, royalties and other compensation owed to Third Parties pursuant to Third Party Licenses identified in Exhibit B as of the Effective Date (including any post-Effective Date amendments of such Third Party Licenses) on account of (i) the grant to Sigma of the licenses set forth in Section 2.1 or (ii) the generation, development and/or commercialization of Licensed Products by Sigma, but excluding any payments for which Sigma is responsible pursuant to Section 7.10(b). Sangamo and Sigma shall cooperate and provide such exchange of information as reasonably necessary to enable Sigma to provide, at least ten (10) days in advance of the applicable due date, with all information reasonably required by or useful to Sangamo to (A) ascertain when milestone payments are owed under Third Party Licenses, (B) calculate the amounts of royalty payments due under Third Party Licenses, and (C) provide required reports.
Payments for Third Party Licenses. AnHeart will remain responsible for all obligations arising from licenses from Third Parties executed prior to the Effective Date, [**Redacted**]. Innovent will be responsible, at its own expense, for obtaining any required licenses to intellectual property from a Third Party that, in the absence of such license, would be infringed by the use, import or sale of a Licensed Compound or a Product in the Territory. Innovent shall, in its sole discretion and at its sole expense, determine which Third Party licenses are necessary, and shall negotiate and execute all such licenses directly with the Third Party licensors (a “Third Party License”). If Innovent does enter into such Third Party License, Innovent is allowed to deduct a [**Redacted**] of the royalty obligations due to such Third Party from any royalties due by Innovent to AnHeart with a maximum deduction cap of [**Redacted**] of all royalties in any given year. Attached, as Exhibit D, is an example of the calculation of deduction of Third-Party License payments under this Section 5.5.3.
Payments for Third Party Licenses
