Common use of Technology or Patent Rights Clause in Contracts

Technology or Patent Rights. Developed Outside of the Program. In the event that GelTex develops, acquires rights to or otherwise comes to own or control Technology or Patent Rights after the Effective Date other than GelTex Patent Rights and GelTex Technology and such Technology or Patent Rights are useful in the Field in the Territory, GelTex hereby grants to Sankyo an option exercisable at Sankyo's discretion to obtain an exclusive, irrevocable (during the Term) right and license to and right to sublicense such Technology or Patent Rights limited to use in the Territory in the Field to the extent useful to enable Sankyo to develop, make, have made, use, have sold, import, offer for sale and sell Product, in each case subject to Sankyo's agreeing in a written document satisfactory to GelTex to pay: (i) a commercially reasonable portion of all costs incurred by GelTex to acquire such Technology or Patent Rights; (ii) a commercially reasonable portion of any and all development or other direct, documented and reasonable costs or expenses payable by GelTex for the development of such Technology or Patent Rights since the date GelTex acquired or gained rights to acquire such Technology or Patent Rights; and (iii) all royalties, sublicense fees and other costs or expenses payable to Third Parties associated with the acquisition or use of such license by Sankyo for Product in the Field in the Territory provided, however, that if GelTex does not own or have exclusive rights to such Technology or Patents Rights or cannot grant Sankyo the right to further sublicense such Technology or Patent Rights, the license subject to Sankyo's option hereunder shall be for the same level of exclusivity and subject to the same sublicense terms as the rights held by GelTex with respect to such Technology or Patent Rights in the Field in the Territory. Third Party licenses required by a court of competent jurisdiction in order to sell Product shall be excluded from this Section 3.1.2 and shall be governed under the terms of Section 7.7. [ * ] Confidential information omitted and filed separately with the Commission

Technology or Patent Rights. Developed Outside of the Program. In the event that GelTex develops, acquires rights to or otherwise comes to own or control Technology or Patent Rights after the Effective Date other than GelTex Patent Rights and GelTex Technology and such Technology or Patent Rights are useful in the Field in the Territory, GelTex hereby grants to Sankyo an option exercisable after the exercise of the 279 Option described below, at Sankyo's discretion to obtain an exclusive, irrevocable (during the Term) right and license to and right to sublicense such Technology or Patent Rights limited to use in the Territory in the Field to the extent useful to enable Sankyo to develop, make, have made, use, have sold, import, offer for sale sale, have sold and sell ProductCompound, in each case subject to Sankyo's agreeing in a written document satisfactory to GelTex to pay: (i) a commercially reasonable portion of all costs incurred by GelTex to acquire such Technology or Patent Rights; (ii) a commercially reasonable portion of any and all development or other direct, documented and reasonable costs or expenses payable by GelTex for the development of such Technology or Patent Rights since the date GelTex acquired or gained rights to acquire such Technology or Patent Rights; and (iii) all royalties, sublicense fees and other costs or expenses payable to Third Parties associated with the acquisition or use of such license by Sankyo for Product Compound in the Field in the Territory provided, however, that if GelTex does not own or have exclusive rights to such Technology or Patents Rights or cannot grant Sankyo the right to further sublicense such Technology or Patent Rights, the license subject to Sankyo's option hereunder shall be for the same level of exclusivity and subject to the same sublicense terms as the rights held by GelTex with respect to such Technology or Patent Rights in the Field in the Territory. Third Party licenses required by a court of competent jurisdiction in order to sell Product Compound shall be excluded from this Section 3.1.2 3.1.1 [ * ] Confidential material omitted and filed separately with the Commission. 6 CONFIDENTIAL and shall be governed under the terms of Section 7.7. [ * ] Confidential information omitted and filed separately with the Commission8.7.