Common use of Potential In-Licenses Clause in Contracts

Potential In-Licenses. (a) On a Collaboration Target-by-Collaboration Target basis, a Party may notify the JSC that the Research, Development, Manufacture or Commercialization of Collaboration Compounds, Collaboration Candidates or Licensed Products Directed Against a given Collaboration Target may require or benefit from a grant of rights under additional Patents or Know-How of Third Parties, whether by license or acquisition (each, a “Potential In-License”). (b) If the Third Party Know-How or Patents that are the subject of the Potential In-License would constitute [***], then [***], in which case such Potential In-License will be deemed to be a “Collaboration In-License” upon the execution of such agreement, or (ii) follow the procedures set forth in Section 11.5.2. (c) Except as set forth in Section 11.5.1(b)(i), if the Third Party Know-How or Patents that are subject to the Potential In-License either (x) [***] or (y) [***], the Parties will, through the JSC (in coordination with the JPC), review, discuss, and determine whether to negotiate the terms of such Potential In-License for use by the Parties pursuant to this Agreement with respect to the Research, Development, Manufacture or Commercialization of Collaboration Compounds, Collaboration Candidates or Licensed Products Directed Against such Collaboration Target to which such Potential In-License relates. In connection therewith, except as otherwise expressly agreed by the Parties, the JSC will: (i) [***]; (ii) [***]; (iii) [***]; and (iv) [***]. (d) If the Potential In-License relates to Patents or Know-How of Third Parties that are not otherwise covered in clause (b) or (c) above, then either Party will have the right, but not the obligation, to negotiate and enter into the applicable Potential In-License. Promptly after execution of any such Potential In-License, (i) the Parties will enter into a common interest agreement, and (ii) the applicable licensing Party will bring such Potential In-License to the attention of the JSC in accordance with Section 11.5.2. (e) Notwithstanding anything to the contrary set forth in this Agreement, neither Party in its role as “lead negotiator” will negotiate for or agree to economic terms in any such Potential In-License in a manner [***].

Potential In-Licenses. (a) On a Collaboration Target-by-Collaboration Target basis9.8.1 The Parties acknowledge that, a Party during the Term, the Parties may notify the JSC determine that the Research, Development, Manufacture or Commercialization of any Collaboration Compounds, Constructs or Collaboration Candidates Products (alone or Licensed Products Directed Against a given Collaboration Target for use in combination with one or more Combination Agent(s)) may require or benefit from a grant of rights under license acquired or entered into after the Effective Date with respect to additional Patents or Know-How of Third Parties, whether by license or acquisition Parties (each, a “Potential In-License”). (b) If the Third Party Know-How or Patents that are the subject of the Potential In-License would constitute . [***]] CONFIDENTIALEXECUTION COPY 9.8.2 If a Party does not approve a Potential In-License, then [***]the other Party may proceed to enter into such Potential In-License, in which case provided that (i) such Potential In-License will not be deemed to be a “Collaboration In-License” upon the execution of such agreementLicense hereunder, or (ii) follow the procedures set forth in Section 11.5.2. (c) Except as set forth in Section 11.5.1(b)(i), if the Third Party Patents and Know-How or Patents that are subject to the Potential Inin-License either (x) [***] or (y) [***], the Parties will, through the JSC (in coordination with the JPC), review, discuss, and determine whether to negotiate the terms of licensed under such Potential In-License will not be deemed Xencor Patents or Xencor Know-How (as applicable) or Genentech Patents or Genentech Know-How (as applicable) and will not be deemed “Controlled” for use by the Parties pursuant to purposes of this Agreement with respect to the ResearchAgreement, Development, Manufacture or Commercialization of Collaboration Compounds, Collaboration Candidates or Licensed Products Directed Against such Collaboration Target to which such Potential In-License relates. In connection therewith, except as otherwise expressly agreed by the Parties, the JSC will: (i) [***]; (ii) [***]; (iii) [***]; and (iv) [***]. (d) If the Potential In-License relates to Patents or Know-How of Third Parties that are not otherwise covered in clause (b) or (c) above, then either each Party will have the right, but not the obligation, right to negotiate and enter into the applicable Potential In-License. Promptly after execution of any such Potential In-License, (i) the Parties will enter into a common interest agreementbut no payments thereunder shall be Third Party IP Payments, and (iiiv) the applicable licensing other Party will bring is not afforded protections or benefits under this Agreement with respect to any Patents or Know-How obtained under such Potential In-License to the attention of the JSC in accordance with Section 11.5.2License. (e) Notwithstanding anything to the contrary set forth in this Agreement, neither 9.8.3 Neither Party in its role as “lead negotiator” will negotiate for or agree to economic terms in any such Potential In-License in a manner [***]that (i) results in the fees, royalties, milestones or other remuneration payable thereunder with respect to the other Party being disproportionately higher than the amounts payable with respect to other (sub)licensees, or (ii) discriminates against the other Party versus Third Parties in connection with such Potential In-License, including by way of identity of the (sub)licensee or the field or territory available for (sub)license.

Potential In-Licenses. (a) On Acquisition of Potential In-Licenses. i. [***] that [***] in the Exploitation of a Collaboration Target-by-Collaboration Target basis, a Party may notify the JSC that the Research, Development, Manufacture or Commercialization of Collaboration Compounds, Collaboration Candidates or Licensed Products Directed Against a given Collaboration Target may require or benefit from a grant of rights under additional Patents or Know-How of Third PartiesProduct in [***] Territory, whether by license or acquisition acquisition, (eacheach agreement to license or acquire such Identified Rights, a “Potential In-License”) in accordance with this Section 2.7.2 (Potential In-Licenses). . If [***] after the Effective Date, then [***] will [***]. If [***] pursuant to this Section 2.7.2(a) (b) Acquisition of Potential In-Licenses), then [***] with respect to [***] to Exploit the Licensed Products. [***] such Potential In-License will [***]. [***]. If the Third Party Know-How Identified Rights to be licensed or Patents that are the subject of the acquired under a Potential In-License would constitute Ionis Core Technology or Ionis Manufacturing and Analytical Technology if such Identified Rights were Controlled by Ionis (any such Identified Rights, “Core or Manufacturing Identified Rights”) then, [***] such Potential In-License (a “Core or Manufacturing Potential In-License”) in accordance with Section 2.7.2(c)i (Non-Approved Potential In-Licenses). ii. If either Party [***] and if the Parties [***], then [***], in which case such Potential In-License will be deemed to be a “Collaboration In-License” upon the execution of such agreement, or (ii) follow the procedures set forth in Section 11.5.2. (c) Except as set forth in Section 11.5.1(b)(i), . At either Party’s request if the Third Party Know-How or Patents that are subject to the Potential In-License either (x) [***] or in accordance with this Section 2.7.2(a)ii (y) Acquisition of Potential In-Licenses), the Parties will [***]. If the [***], then the Parties will, through the JSC (in coordination with the JPC), review, discuss, and determine whether to negotiate the terms of such Potential In-License [***] for use by the Parties pursuant to all purposes of this Agreement with respect to the Research, Development, Manufacture or Commercialization of Collaboration Compounds, Collaboration Candidates or Licensed Products Directed Against such Collaboration Target to which such Potential In-License relatesAgreement. In connection therewith, except as otherwise expressly agreed by the Parties, the JSC will: (i) If [***]; (ii) , then Ionis will [***]; . If Ionis [***] pursuant to this Section 2.7.2(a)ii (iiiAcquisition of Potential In-Licenses) and Ionis [***] in accordance with this Section 2.7.2(a)ii (Acquisition of Potential In-Licenses), then [***]; and . If Ionis [***], then Otsuka will [***] in accordance with the terms of this Section 2.7.2(a)ii (ivAcquisition of Potential In-Licenses) and Otsuka will [***]. (d) If the Potential In-License relates to Patents or Know-How of Third Parties that are not otherwise covered in clause (b) or (c) above, then either Party will have the right, but not the obligation, to negotiate and enter into the applicable Potential In-License. Promptly after execution of any such Potential In-License, (i) the Parties will enter into a common interest agreement, and (ii) the applicable licensing Party will bring such Potential In-License to the attention of the JSC in accordance with Section 11.5.2. (e) Notwithstanding anything to the contrary set forth in this Agreement, neither Party in its role as “lead negotiator” will negotiate for or agree to economic terms in any such Potential In-License in a manner [***].

Potential In-Licenses. (a) On a Collaboration Target-by-Collaboration Target basis, a Party may notify the JSC that the Research, Development, Manufacture or Commercialization of Collaboration Compounds, Collaboration Candidates or Licensed Products Directed Against a given Collaboration Target may require or benefit from a grant of rights under additional Patents or Know-How of Third Parties, whether by license or acquisition (each, a “Potential In-License”). (b) If the Third Party Know-How or Patents that are the subject of the Potential In-License would constitute [***], then [***], in which case such Potential In-License will be deemed to be a “Collaboration In-License” upon the execution of such agreement, or (ii) follow the procedures set forth in Section 11.5.2. (c) Except as set forth in Section 11.5.1(b)(i), if the Third Party Know-How or Patents that are subject to the Potential In-License either (x) [***] or (y) [***], the Parties will, through the JSC (in coordination with the JPC), review, discuss, and determine whether to negotiate the terms of such Potential In-License for use by the Parties pursuant to this Agreement with respect to the Research, Development, Manufacture or Commercialization of Collaboration Compounds, Collaboration Candidates or Licensed Products Directed Against such Collaboration Target to which such Potential In-License relates. In connection therewith, except as otherwise expressly agreed by the Parties, the JSC will: (i) [***]; (ii) [***]; (iii) [***]; and (iv) [***]. (d) If the Potential In-License relates to Patents or Know-How of Third Parties that are not otherwise covered in clause (b) or (c) above, then either Party will have the right, but not the obligation, to negotiate and enter into the applicable Potential In-License. Promptly after execution of any such Potential In-License, (i) the Parties will enter into a common interest agreement, and (ii) the applicable licensing Party will bring such Potential In-License to the attention of the JSC in accordance with Section 11.5.2. (e) Notwithstanding anything to the contrary set forth in this Agreement, neither Party in its role as “lead negotiator” will negotiate for or agree to economic terms in any such Potential In-License in a manner that [***].

Potential In-Licenses. (a) On Acquisition of Potential In-Licenses. (i) [***] that [***] in the Exploitation of a Collaboration Target-by-Collaboration Target basis, a Party may notify the JSC that the Research, Development, Manufacture or Commercialization of Collaboration Compounds, Collaboration Candidates or Licensed Products Directed Against a given Collaboration Target may require or benefit from a grant of rights under additional Patents or Know-How of Third PartiesProduct in [***] Territory, whether by license or acquisition acquisition, (eacheach agreement to license or acquire such Identified Rights, a “Potential In-License”) in accordance with this Section 2.7.2 (Potential In-Licenses). . If [***] after the Restatement Date, then [***] will [***]. If [***] pursuant to this Section 2.7.2(a) (b) Acquisition of Potential In-Licenses), then [***] with respect to [***] to Exploit the Licensed Products. [***] such Potential In-License will [***]. [***]. If the Third Party Know-How Identified Rights to be licensed or Patents that are the subject of the acquired under a Potential In-License would constitute Ionis Core Technology or Ionis Manufacturing and Analytical Technology if such Identified Rights were Controlled by Ionis (any such Identified Rights, “Core or Manufacturing Identified Rights”) then, [***], [***] will have the first right to enter into such Potential In-License (a “Core or Manufacturing Potential In-License”) in accordance with Section 2.7.2(c)(i) ([***] Potential In-Licenses). (ii) If either Party [***] and if the [***], then [***], in which case such Potential In-License will be deemed to be a “Collaboration In-License” upon the execution of such agreement, or (ii) follow the procedures set forth in Section 11.5.2. (c) Except as set forth in Section 11.5.1(b)(i), . At either Party’s request if the Third Party Know-How or Patents that are subject to the Potential In-License either (x) [***] or in accordance with this Section 2.7.2(a)(ii) (y) Acquisition of Potential In-Licenses), the Parties will [***]. If [***], then the Parties will, through the JSC (in coordination with the JPC), review, discuss, and determine whether to negotiate the terms of such Potential In-License [***] for use by the Parties pursuant to all purposes of this Agreement with respect to the Research, Development, Manufacture or Commercialization of Collaboration Compounds, Collaboration Candidates or Licensed Products Directed Against such Collaboration Target to which such Potential In-License relatesAgreement. In connection therewith, except as otherwise expressly agreed by the Parties, the JSC will: (i) If [***]; (ii) , then Ionis will [***]; . If Ionis [***] pursuant to this Section 2.7.2(a)(ii) (iiiAcquisition of Potential In-Licenses) and Ionis [***] in accordance with this Section 2.7.2(a)(ii) (Acquisition of Potential In-Licenses), then [***]; and . If Ionis [***], then Otsuka will [***] in accordance with the terms of this Section 2.7.2(a)(ii) (ivAcquisition of Potential In-Licenses) and Otsuka will [***]. (d) If the Potential In-License relates to Patents or Know-How of Third Parties that are not otherwise covered in clause (b) or (c) above, then either Party will have the right, but not the obligation, to negotiate and enter into the applicable Potential In-License. Promptly after execution of any such Potential In-License, (i) the Parties will enter into a common interest agreement, and (ii) the applicable licensing Party will bring such Potential In-License to the attention of the JSC in accordance with Section 11.5.2. (e) Notwithstanding anything to the contrary set forth in this Agreement, neither Party in its role as “lead negotiator” will negotiate for or agree to economic terms in any such Potential In-License in a manner [***].