Common use of Third Party Agreements Clause in Contracts

Third Party Agreements. (a) The Company acknowledges that certain Intellectual Property within the License may be licensed to Solazyme pursuant to, or otherwise be subject to, the terms of a Third Party Agreement, and that the License granted by Solazyme to the Company with respect thereto is or will be subordinate to the terms of any such Third Party Agreement. The Company further acknowledges that any breach of such terms by the Company or its sublicensees may result in damage to Solazyme and/or other sublicensees of the subject Intellectual Property, which may include, without limitation, loss of license rights to such Intellectual Property and/or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach of such terms. (b) The Company further acknowledges that, with respect to Intellectual Property licensed to Solazyme pursuant to or otherwise subject to the terms of a Third Party Agreement, the license by Solazyme to the Company may result in payment and/or indemnification or other obligations to the Third Party as a consequence of the grant to the Company and/or practice of such sublicense by the Company, and the Company agrees that it shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to Solazyme, to pay any such amounts and/or perform any other obligations due in connection with the grant of the license or sublicense to the Company or practice of such license or sublicense by the Company or its sublicensees (which payments may include milestone payments and/or royalties on product sales), and to otherwise comply with the terms of such Third Party Agreement. (c) The Company acknowledges that Solazyme (a) shall use reasonable efforts to either (x) maintain in force and effect any Third Party Agreement described in Section 2.2(b) for which the Company has accepted obligations or (y) assign the Third Party Agreement to the Company and (b) may amend or modify the terms of any such Third Party Agreement; provided, however, that Solazyme shall provide to the Company prompt notice thereof at least forty-five (45) days prior to any applicable deadline. (d) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company of the terms of any such Third Party Agreement as they relate to the License or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b). (e) With respect to any Intellectual Property that Solazyme seeks to in-license prior to the Accumulation Termination Date, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme shall present such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain the right to sublicense such rights to the Company for use in the Field.

Third Party Agreements. (a) The Company acknowledges PwCES shall administer and coordinate the Third Party Agreements in accordance with their terms. PwCES shall provide Equifax with reasonable notice of any renewal, termination or cancellation dates and fees in respect of the Third Party Agreements. Upon the mutual written agreement of PwCES and Equifax, Equifax shall, to the extent permitted by a Third Party Agreement, modify, terminate or cancel any such agreement, and PwCES shall not renew, terminate or cancel any Third Party Agreement without the prior written consent of Equifax. Any modification, termination or cancellation fees or charges imposed upon Equifax in connection with any such modification, termination or cancellation shall be paid by Equifax, unless otherwise agreed upon by the parties in writing. Except with respect to those Third Party Agreements identified as "restricted" on Exhibit 19, if PwCES requests that certain Intellectual Property within Third Party Agreements be modified, terminated or cancelled and offers to pay any modification, termination or cancellation fees or charges imposed upon Equifax in connection with any such modification, termination or cancellation and Equifax fails to so modify, terminate or cancel, then the License may parties shall negotiate in good faith a Change Order reflecting appropriate adjustments in Charges, Service Levels and other performance obligations under this Agreement; provided, however, this sentence shall not apply if PwCES requires Equifax to use a Third Party Provider and Equifax is unable to obtain from such Third Party Provider commercially reasonable terms and conditions. Equifax, and not PwCES, shall be licensed responsible for Equifax's performance under the Third Party Agreements and liable to Solazyme Third Party Providers under the Third Party Agreements for any breach thereof by Equifax, except to the extent PwCES causes such breach. Each of PwCES and Equifax shall promptly inform the other of any breach in connection with any Third Party Agreement that would give rise to a termination right or liability, and any misuse or fraud in connection with any Third Party Agreement of which a party becomes aware, and the parties shall cooperate with each other to prevent or stay any such breach, misuse or fraud. Subject to Article 15, any penalties or charges (including amounts due to a third party as a result of a party's failure to promptly notify the other party pursuant toto the preceding sentence), or otherwise associated taxes, legal expenses and other incidental expenses incurred by a party as a result of the other party's non-performance of its obligations under this Section with respect to a Third Party Agreement shall be subject topaid by the nonperforming party. Subject to Article 15, any damages incurred by Equifax as a result of PwCES's non-performance of its obligations under this Section with respect to a Third Party Agreement shall be paid by PwCES, except to the extent such damages arise out of commercially unreasonable terms of and conditions in such Third Party Agreement. To the extent permitted by a Third Party Agreement, and that the License granted as requested by Solazyme to the Company with respect thereto is or will be subordinate to the terms of any such Third Party Agreement. The Company further acknowledges that any breach of such terms by the Company or PwCES, Equifax shall appoint PwCES as its sublicensees may result in damage to Solazyme and/or other sublicensees of the subject Intellectual Property, which may include, without limitation, loss of license rights to such Intellectual Property and/or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach of such terms. (b) The Company further acknowledges that, with respect to Intellectual Property licensed to Solazyme pursuant to or otherwise subject to the terms of a Third Party Agreement, the license by Solazyme to the Company may result in payment and/or indemnification or other obligations agent for all matters pertaining to the Third Party as a consequence of the grant to the Company and/or practice of such sublicense by the Company, Agreements and the Company agrees that it shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to Solazyme, to pay any such amounts and/or perform any other obligations due in connection with the grant of the license or sublicense to the Company or practice of such license or sublicense by the Company or its sublicensees (which payments may include milestone payments and/or royalties on product sales), and to otherwise comply with the terms of such Third Party Agreement. (c) The Company acknowledges that Solazyme (a) shall use reasonable efforts to either (x) maintain in force and effect any Third Party Agreement described in Section 2.2(b) for which the Company has accepted obligations or (y) assign the Third Party Agreement to the Company and (b) may amend or modify the terms of any such Third Party Agreement; provided, however, that Solazyme shall provide to the Company prompt notice thereof at least forty-five (45) days prior to any applicable deadline. (d) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company of the terms of any such appropriate Third Party Agreement as they relate Providers of such appointment. If a written agreement between Equifax and a Third Party Provider that provides services relating to the License Services during the term of this Agreement is located or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b). (e) With respect to any Intellectual Property that Solazyme seeks to in-license prior to the Accumulation Termination Datecreated, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme PwCES shall present such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain have the right to sublicense add to Exhibit 19 any such rights to the Company for use in the Fieldagreements.

Third Party Agreements. (a) The i. If, any time during the Term, Company acknowledges that certain Intellectual Property within holds or acquires any Third Party IP under any agreement other than the Sublicense Agreement or under the License may Agreement, and such IP includes Valid Claims or other IP rights in the Territory, the Company shall use Commercially Reasonable Efforts to obtain any consents or approvals necessary or required to transfer such IP rights to Transferee for use in the Territory. If Company obtains such required consents and approvals, Company shall promptly notify the Transferee to that effect, together with notification of any applicable pass-through fees, royalties and other payments, and the Transferee may, in its sole discretion, provide written confirmation to Company that the Transferee wishes such Third Party IP to be licensed included in the Licensed IP. Effective upon such confirmation, such Licensed IP shall be sublicensed by Company to Solazyme the Transferee pursuant toto this Agreement and the Transferee shall be responsible for all pass-through fees, royalties and other pass-through consideration in connection with such Third Party IP. No sublicense shall be effective if Transferee does not provide such confirmation. ii. It is understood and agreed that with respect to any Third Party Agreements under which Company has less than fully exclusive, worldwide rights (e.g., co-exclusive, non-exclusive, limited territorial, and/or otherwise restricted rights), the rights provided in Section 2.2(g) above, shall be limited to the scope of those rights in the Field and in the Territory that Company and/or its Affiliates Controls and has the right to provide to Transferee. iii. In the event that Company is relieved in whole or in part of any obligation under any or all of the Third Party Agreements for any reason, the Transferee shall automatically be relieved of its obligation to Company under the applicable sublicense agreement in the Territory to the same extent as Company (or its successor or any affiliate of its successor under common control of such successor) is relieved of its obligation(s) under the corresponding Third Party Agreement(s). Company (or its successor or any affiliate of its successor under common control of such successor) shall as soon as possible notify the Transferee in writing about such relief. iv. Company shall promptly notify in writing the Transferee of any notice of default under, or otherwise be subject totermination or amendment of, the terms License Agreement or any other Third Party Agreement to which the Transferee obtains rights under Section 2.1(f). Company shall not take any action that would lead to the amendment of a any Transferee obligations or rights or termination of the License Agreement or any other Third Party Agreements to which the Transferee obtains rights pursuant to Section 2.1(f), without first obtaining Transferee’s explicit prior written consent. v. If after the Effective Date of this Agreement the Company agrees to any amendment of the Sublicense Agreement or any other Third Party Agreement that increases any obligations of the Transferee under the Sublicense Agreement and any other Third Party Agreement, the Transferee’s obligations under such amendment will apply only to the extent of Transferee obligation under the pre-amended Sublicense Agreement and other Third Party Agreement, and that the License granted by Solazyme to the Company with respect thereto is or will be subordinate to the terms of bear any increase in such Third Party Agreement. The Company further acknowledges that any breach of such terms by the Company or its sublicensees may result in damage to Solazyme and/or other sublicensees of the subject Intellectual Property, which may include, without limitation, loss of license rights obligations due to such Intellectual Property and/or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach of such termsamendment. (b) The Company further acknowledges that, with respect to Intellectual Property licensed to Solazyme pursuant to or otherwise subject to the terms of a Third Party Agreement, the license by Solazyme to the Company may result in payment and/or indemnification or other obligations to the Third Party as a consequence of the grant to the Company and/or practice of such sublicense by the Company, and the Company agrees that it shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to Solazyme, to pay any such amounts and/or perform any other obligations due in connection with the grant of the license or sublicense to the Company or practice of such license or sublicense by the Company or its sublicensees (which payments may include milestone payments and/or royalties on product sales), and to otherwise comply with the terms of such Third Party Agreement. (c) The Company acknowledges that Solazyme (a) shall use reasonable efforts to either (x) maintain in force and effect any Third Party Agreement described in Section 2.2(b) for which the Company has accepted obligations or (y) assign the Third Party Agreement to the Company and (b) may amend or modify the terms of any such Third Party Agreement; provided, however, that Solazyme shall provide to the Company prompt notice thereof at least forty-five (45) days prior to any applicable deadline. (d) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company of the terms of any such Third Party Agreement as they relate to the License or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b). (e) With respect to any Intellectual Property that Solazyme seeks to in-license prior to the Accumulation Termination Date, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme shall present such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain the right to sublicense such rights to the Company for use in the Field.

Third Party Agreements. (a) The Company acknowledges Parties each hereby acknowledge that certain Intellectual Property within of the License intellectual property rights which are subject to the licenses granted herein may be licensed Controlled by the Party granting such license (the “Licensor” and the other Party under such, circumstances is the “Licensee”) by virtue of a license (a “Third Party Agreement”) granted to Solazyme pursuant to, or the Licensor by a Third Party. Except as otherwise be subject toset forth in this Section 2.5, the terms of Parties hereby agree to pay, either to the Licensor or directly to such Third Party as the Licensor shall determine, any and all incremental costs (including without limitation, milestones and royalties) required to be paid under a Third Party AgreementAgreement due to the grant of the license of such rights to the Licensee or the exercise of those rights by the Licensee (such amounts are “Third Party Royalties”). Notwithstanding the foregoing, and that the License granted by Solazyme to the Company with respect thereto is or will be subordinate to the terms of any such Third Party Agreement. The Company further acknowledges that any breach of such terms by the Company or its sublicensees may result in damage to Solazyme and/or other sublicensees of the subject Intellectual Property, which may include, without limitation, loss of license rights to such Intellectual Property and/or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach of such terms. (b) The Company further acknowledges that, with respect to Intellectual Property licensed to Solazyme pursuant to or otherwise subject to the terms and conditions set forth herein, Archemix shall be responsible for all amounts payable to Third Parties for the rights to the Licensed SELEX Patent Rights and Regado shall be responsible for all amounts payable to Third Parties for the rights to the intellectual property licensed to Regado by Duke University (or any of a its Affiliates or agents). The Parties further agree (a) to provide notice and copies to each other of all Third Party Agreement, Agreements that require the license by Solazyme payment of Third Party Royalties (with terms and conditions that are not relevant to the Company may result in payment and/or indemnification Licensee redacted), (b) to refrain from breaching, or other obligations causing the Licensor to breach, any Third Party Agreements, and (c) when acting as Licensor, to refrain from charging or attempting to charge any fee or royalty to the Third Party as a consequence of the grant to the Company and/or practice of such sublicense by the Company, and the Company agrees that it shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to Solazyme, to pay any such amounts and/or perform any other obligations due Licensee in connection with the grant or exercise of such license, other than Third Party Royalties, or the license or sublicense amounts due under Section 3 of this Agreement. The Parties further acknowledge and agree that either of them, when acting as Licensee, may, by notice to the Company Licensor, reject or practice of such license or sublicense by terminate the Company or its sublicensees (which payments may include milestone payments and/or royalties on product sales), and licenses granted to otherwise comply them hereunder with the terms of such Third Party Agreement. (c) The Company acknowledges that Solazyme (a) shall use reasonable efforts respect to either (x) maintain in force and effect rights under any Third Party Agreement described in Section 2.2(b) for which Agreement(s), at any time during the Company has accepted obligations or (y) assign term, without effecting the Third Party Agreement to the Company and (b) may amend or modify the terms ongoing effectiveness of any such Third Party this Agreement; provided, however, that Solazyme shall provide to the Company prompt notice thereof at least forty-five (45) days prior to any applicable deadline. (d) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company of the terms of any such Third Party Agreement as they relate to the License or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b). (e) With respect to any Intellectual Property that Solazyme seeks to in-license prior to the Accumulation Termination Date, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme shall present such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain the right to sublicense such rights to the Company for use in the Field.

Third Party Agreements. (a) The Company acknowledges Parties each hereby acknowledge that certain Intellectual Property within of the License intellectual property rights which are subject to the licenses granted herein may be licensed Controlled by the Party granting such license (the “Licensor” and the other Party under such circumstances is the “Licensee”) by virtue of a license (a “Third Party Agreement”) granted to Solazyme pursuant to, or the Licensor by a Third Party. Except as otherwise be subject toset forth in this Section 2.5, the terms of Parties hereby agree to pay, either to the Licensor or directly to such Third Party as the Licensor shall determine, any and all incremental costs (including without limitation, milestones and royalties) required to be paid under a Third Party AgreementAgreement due to the grant of the license of such rights to the Licensee or the exercise of those rights by the Licensee (such amounts are “Third Party Royalties”). Notwithstanding the foregoing, and that the License granted by Solazyme to the Company with respect thereto is or will be subordinate to the terms of any such Third Party Agreement. The Company further acknowledges that any breach of such terms by the Company or its sublicensees may result in damage to Solazyme and/or other sublicensees of the subject Intellectual Property, which may include, without limitation, loss of license rights to such Intellectual Property and/or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach of such terms. (b) The Company further acknowledges that, with respect to Intellectual Property licensed to Solazyme pursuant to or otherwise subject to the terms and conditions set forth herein, Archemix shall be responsible for all Portions of a this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. amounts payable to Third Parties for the rights to the Licensed SELEX Patent Rights and Regado shall be responsible for all amounts payable to Third Parties for the rights to the intellectual property licensed to Regado by Duke University (or any of its Affiliates or agents). The Parties further agree (a) to provide notice and copies to each other of all Third Party Agreement, Agreements that require the license by Solazyme payment of Third Party Royalties (with terms and conditions that are not relevant to the Company may result in payment and/or indemnification Licensee redacted), (b) to refrain from breaching, or other obligations causing the Licensor to breach, any Third Party Agreements, and (c) when acting as Licensor, to refrain from charging or attempting to charge any fee or royalty to the Third Party as a consequence of the grant to the Company and/or practice of such sublicense by the Company, and the Company agrees that it shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to Solazyme, to pay any such amounts and/or perform any other obligations due Licensee in connection with the grant or exercise of such license, other than Third Party Royalties, or the license or sublicense amounts due under Section 3 of this Agreement. The Parties further acknowledge and agree that either of them, when acting as Licensee, may, by notice to the Company Licensor, reject or practice of such license or sublicense by terminate the Company or its sublicensees (which payments may include milestone payments and/or royalties on product sales), and licenses granted to otherwise comply them hereunder with the terms of such Third Party Agreement. (c) The Company acknowledges that Solazyme (a) shall use reasonable efforts respect to either (x) maintain in force and effect rights under any Third Party Agreement described in Section 2.2(b) for which Agreement(s), at any time during the Company has accepted obligations or (y) assign term, without effecting the Third Party Agreement to the Company and (b) may amend or modify the terms ongoing effectiveness of any such Third Party this Agreement; provided, however, that Solazyme shall provide to the Company prompt notice thereof at least forty-five (45) days prior to any applicable deadline. (d) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company of the terms of any such Third Party Agreement as they relate to the License or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b). (e) With respect to any Intellectual Property that Solazyme seeks to in-license prior to the Accumulation Termination Date, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme shall present such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain the right to sublicense such rights to the Company for use in the Field.

Third Party Agreements. (a) The Company acknowledges that certain Intellectual Property within Parties acknowledge that, with respect to Patents, Know-How and Materials in the License may be Contributor Technology licensed to Solazyme Maxygen pursuant to, or otherwise be subject to, the terms of to a Third Party agreement assigned to CPC under the Asset Contribution Agreement, the sublicense by CPC to Maxygen is subject and that the License granted by Solazyme to the Company with respect thereto is or will be subordinate to the terms of any all restrictions and obligations applicable to sublicensees set forth in such Third Party Agreement. The Company further acknowledges agreement, and that any breach of such terms restrictions and obligations under such Third Party agreements by the Company a Party or its sublicensees Affiliates may result in damage to Solazyme and/or the other sublicensees Party or other licensees of CPC with respect to the subject Intellectual PropertyContributor Technology, which may include, without limitation, include loss of license rights to such Intellectual Property and/or Contributor Technology or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach of such terms. (b) The Company further . Maxygen acknowledges that, with respect to Intellectual Property Patents, Know-How and Materials licensed to Solazyme CPC pursuant to or otherwise subject to the terms of a any such Third Party Agreementagreement, the license sublicense by Solazyme CPC to Maxygen (or the Company exercise by Maxygen or its Affiliates of such sublicense) may result in payment and/or indemnification or other obligations to the Third Party as a consequence of the grant to the Company and/or practice of under such sublicense by the Company, and the Company Third Party agreements. Maxygen agrees that it shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to Solazyme, to pay any such amounts and/or perform any other obligations due in connection with by CPC to such Third Parties for the grant of the license or sublicense to Maxygen hereunder (or the Company or practice of such license or sublicense exercise thereof by the Company Maxygen or its sublicensees (which payments may include milestone payments and/or royalties on product salesAffiliates), unless and until Maxygen elects to otherwise comply with the terms of forego its rights under such Third Party Agreement. (c) The Company acknowledges that Solazyme (a) agreement as provided below. At any time, Maxygen shall use reasonable efforts have the right, in its sole discretion, to either (x) maintain in force and effect any terminate its sublicense rights from CPC hereunder under a given Third Party Agreement described in Section 2.2(b) for which the Company has accepted obligations or (y) assign the Third Party Agreement agreement, on an agreement-by-agreement basis, by providing written notice indicating that it no longer desires a sublicense to the Company and (b) may amend or modify the terms of any Contributor Technology under such Third Party Agreementagreement. Following the provision of such written notice: (i) Maxygen shall thereafter have no sublicense under this Agreement with respect to the Contributor Technology under the applicable Third Party agreement; (ii) Maxygen shall have no further obligation to make any payments hereunder with respect to such Third Party agreement (but, for the avoidance of doubt, shall remain responsible for payments thereunder attributable to activities by or under authority of Maxygen prior to Maxygen’s written notice under this Section 3.4); and (iii) Maxygen shall, as between the Parties hereto, thereafter no longer be subject to the applicable terms and conditions thereof (provided, however, that Solazyme Maxygen shall provide remain responsible to the Company prompt notice thereof at least forty-five (45) days prior to any applicable deadline. (d) To the extent allowable under comply with applicable confidentiality agreements, Solazyme shall promptly notify the Company of the terms of any obligations and indemnity obligations under such Third Party Agreement as they relate agreement, and applicable restrictions, if any, on the use of tangible materials provided subject to the License or may otherwise give rise sublicense under such Third Party agreement, in each case to any obligations pursuant the extent reasonably considered as required to Section 2.2(a) or (bsurvive termination of Maxygen’s rights thereunder). (e) With respect to any Intellectual Property that Solazyme seeks to in-license prior to the Accumulation Termination Date, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme shall present such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain the right to sublicense such rights to the Company for use in the Field.

Third Party Agreements. (a) NDC represents and warrants that it has obtained all Required Consents (as defined below) under the contractual, leasing and licensing arrangements used by NDC to provide the Tandem Services and the Telecom Contract Carrier Services (the "Third Party Agreements"). The Company acknowledges parties have agreed on a list of all Third Party Agreements. NDC will use the services, products and software licensed or acquired under the Third Party Agreements, together with the Shared Software (as that certain Intellectual Property within term is defined below) and the License may be licensed computer hardware and other devices owned by it to Solazyme pursuant tooperate the Tandem System, or otherwise be subject to, the Telecom System and the Ancillary Systems and to provide and deliver the Tandem Services and the Telecom Contract Carrier Services to Recipient under the terms of a Third Party this Agreement, and that the License granted by Solazyme to the Company with respect thereto is or will be subordinate to the terms of any such Third Party Agreement. The Company further acknowledges that any breach of such terms by the Company or its sublicensees may result in damage to Solazyme and/or other sublicensees of the subject Intellectual Property, which may include, without limitation, loss of license rights to such Intellectual Property and/or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach of such terms. (b) The Company further acknowledges that, with respect Parties believe that the terms and conditions of the Third Party Agreements permit Provider to Intellectual Property licensed provide the Tandem Services and the Telecom Contract Carrier Services to Solazyme Recipient pursuant to or otherwise subject to the terms of this Agreement without any increase in any royalty fee or any other adverse change in the terms and conditions of such agreements; however, to the extent that Provider determines or has notice of any claim that any Third Party Agreement restricts Provider from providing any of such Services, Provider shall promptly negotiate an amendment to such Third Party Agreement so that it may provide such Services (whether by the grant of a sublicense or otherwise), and in such event if Provider incurs any increase in the cost of the royalty fee or other adverse change in the terms and conditions of an existing Third Party Agreement, or renewal or extension thereof, the license by Solazyme to Parties shall share proportionately in the Company may result in payment and/or indemnification or other obligations to the additional cost of such Third Party as a consequence Agreement (or the increased royalties or the cost of the grant to the Company and/or practice of such sublicense by the Company, and the Company agrees that it shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to Solazyme, to pay any such amounts and/or perform any other obligations due adverse change in connection with the grant of the license or sublicense to the Company or practice of such license or sublicense by the Company or its sublicensees (which payments may include milestone payments and/or royalties on product sales), and to otherwise comply with the terms and conditions) that corresponds to Recipient's proportionate use of such Third Party Agreement. (c) The Company acknowledges that Solazyme (a) shall . For purposes of this Agreement, Required Consents means any consents or approvals required to be obtained for the Recipient and Provider to have access to, and use reasonable efforts to either (x) maintain of, the space, equipment, software and/or third party services provided under the Third Party Agreements in force and effect connection with the Services. Except as provided above, Provider will be responsible for the payment of all license fees, royalty fees, maintenance fees, acquisition costs or similar costs incurred in connection with the use of Third Party Software, all of which will be included as part of the cost allocation process described in Addendum V- -Allocation of Costs. Recipient will be responsible for the payment of all license fees, royalty fees, maintenance fees, acquisition costs or similar costs of any Third Party Agreement Software used by Provider solely to provide Services to Recipient, none of which will be included as part of the cost allocation process described in Section 2.2(b) for which the Company has accepted obligations or (y) assign the Third Party Agreement to the Company and (b) may amend or modify the terms Addendum V--Allocation of any such Third Party Agreement; provided, however, that Solazyme shall provide to the Company prompt notice thereof at least forty-five (45) days prior to any applicable deadlineCosts. (d) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company of the terms of any such Third Party Agreement as they relate to the License or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b). (e) With respect to any Intellectual Property that Solazyme seeks to in-license prior to the Accumulation Termination Date, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme shall present such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain the right to sublicense such rights to the Company for use in the Field.

Third Party Agreements. (ai) The Company acknowledges that certain Intellectual Property Patents and/or Inventions within the License AMYRIS Licensed IP have been or may be licensed to Solazyme AMYRIS pursuant to, to one or otherwise be subject to, the terms of a more Third Party AgreementAgreement(s), and that the License sublicenses granted by Solazyme AMYRIS to the Company with respect thereto is or will be subordinate to the terms of AMYRIS Licensed IP that is subject to any such Third Party Agreement(s) are subordinate to the applicable terms of the applicable Third Party Agreement. The In the event that such terms would impose any obligations on Company further acknowledges that any breach beyond those set forth in this Agreement, AMYRIS shall promptly notify Company of such terms by the of any Third Party Agreement so that Company or its sublicensees may result in damage to Solazyme and/or other sublicensees of the subject Intellectual Property, which may include, without limitation, loss of license rights to such Intellectual Property and/or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach will be informed of such terms. If AMYRIS fails to promptly disclose any such terms, then Company shall have no responsibility to comply with the non-disclosed terms or liability for failing to so comply. In the event that the licenses granted hereunder include a sublicense under the IP License Agreement, the Company acknowledges that such sublicense shall be subject to the Section 2.2 thereof. (bii) The Company further acknowledges that, with respect to Intellectual Property Patents and/or Inventions within the scope of the AMYRIS Licensed IP or the Intermediate Strain Technology, as applicable, that are licensed to Solazyme pursuant to or otherwise subject to the terms of a Third Party AgreementAgreement to AMYRIS or its applicable Affiliate after the completion of the Biofene Development Project, the license sublicense granted by Solazyme AMYRIS to the Company may result in payment and/or indemnification or other obligations to the Third Party as a consequence of for the grant to the Company and/or practice of such sublicense to Company. In such a case, with respect to any Third Party Agreement entered by AMYRIS or its Affiliates after the CompanyEffective Date, and the Company agrees that it shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to SolazymeAMYRIS, to pay any such amounts and/or perform any other obligations due in connection with for the grant of the license or a sublicense to the Company or practice of such license or a sublicense by the Company or its sublicensees (which payments may include milestone payments and/or royalties on product sales), and to otherwise comply with the terms of such Third Party Agreement. (ciii) The Company acknowledges that Solazyme In the event of the filing of a bankruptcy petition under Title 11 of the United States Code (athe “Bankruptcy Code”) shall use reasonable efforts by or against a licensor of intellectual property to either (x) maintain in force and effect any AMYRIS under a Third Party Agreement described Agreement(s) (the “Third Party Licensor”), AMYRIS hereby assigns to Company the right to make the election set forth in Section 2.2(b365(n)(1)(B) for which of the Company has accepted obligations Bankruptcy Code (the “365(n) Election”) if Third Party Licensor as debtor in possession, or (y) assign a trustee on its behalf, rejects the Third Party Agreement pursuant to Section 365 of the Company and (b) may amend or modify the terms of any such Third Party AgreementBankruptcy Code; provided, however, that Solazyme shall provide such 365(n) Election must be made by Company no later than the earlier of (x) seven (7) Business Days after AMYRIS has provided written notice to Company of any rejection of the Company prompt notice thereof at least forty-Third Party Agreement and (y) five (455) days Business Days prior to any applicable deadlinedate set forth in an order of the bankruptcy court having jurisdiction over the bankruptcy case of Third Party Licensor as the date by which any such Section 365(n) Election must be made, which deadline shall be provided in writing to Company by AMYRIS within two (2) Business Days after AMYRIS receives written notice of same from such Third Party Licensor (the “Election Deadline”). AMYRIS shall not have the right to make the election set forth in Section 365(n)(1)(A) of the Bankruptcy Code prior to (1) the Election Deadline, in the event Company has timely exercised the 365(n) Election, or (2) if AMYRIS fails to timely notify Company of the rejection of such Third Party Agreement, the date by which such Section 365(n) Election must be made. If Company does not make the 365(n) Election on or prior to the Election Deadline, then the right to make the Section 365(n) Election shall automatically re-vest in AMYRIS, in which case AMYRIS shall be free to exercise the 365(n) Election in its discretion. (div) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company AMYRIS agrees not to terminate or permit termination of the terms of any such Third Party Agreement as they relate containing such license by exercise of an election under Section 365(n)(1)(A) of the Bankruptcy Code without the prior written consent of Company. AMYRIS acknowledges that because the sublicenses granted by AMYRIS to Company is a significant part of Company’s benefits under the License or may otherwise Agreement, Company does not anticipate that it would consent to termination of such Third Agreement and shall not under any circumstances be obliged to give rise to any obligations pursuant to Section 2.2(a) or (b)such consent. (ev) With In the event that any royalties are due under a 365(n) Election, then, for clarity, the principles of Section 2.B(ii) shall apply to the allocation of such royalties between the Parties. For clarity, the allocation between the Parties of any royalties due with respect to any Intellectual Property that Solazyme seeks the Third Party intellectual property subject to in-license prior to the Accumulation Termination Date, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme 365(n) Election shall present remain unaltered following such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain the right to sublicense such rights to the Company for use in the Field365(n) Election.

Third Party Agreements. (a) The Company acknowledges Parties hereto agree that certain Intellectual Property within all responsibilities and obligations of SuperGen under the License may be licensed to Solazyme pursuant to, or otherwise be subject to, the terms of a Third Party AgreementAgreements set forth in Exhibit 1.46 be transferred to MGI, and that the License granted by Solazyme to the Company with respect thereto is or will be subordinate to the terms of any MGI shall assume all such Third Party Agreement. The Company further acknowledges that any breach of such terms by the Company or its sublicensees may result in damage to Solazyme and/or other sublicensees responsibilities and obligations, commencing as of the subject Intellectual Property, which may include, without limitation, loss of license rights to such Intellectual Property and/or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach of such terms. (b) The Company further acknowledges that, with Effective Date. With respect to Intellectual Property licensed to Solazyme pursuant to or otherwise subject to the terms of a Third Party Agreement, the license by Solazyme to the Company may result in payment and/or indemnification or other obligations to the Third Party Agreements that will be assigned to MGI as a consequence identified in Exhibit 1.46, each such Third Party Agreement is and shall be transferred and assigned by SuperGen to MGI, and MGI hereby assumes, and shall assume, all responsibilities, obligations, and liabilities of SuperGen under the grant Third Party Agreements. With respect to the Company and/or practice Third Party Agreements relating to the Development or Commercialization of Decitabine that SuperGen will retain and not assign to MGI, as identified in Exhibit 1.46, MGI does and shall assume and agrees to perform all of SuperGen’s responsibilities, liabilities and obligations under such agreements. The Parties shall cooperate reasonably after the Effective Date as necessary to obtain all necessary consents, waivers and approvals as are required under the assigned Third Party Agreements in order to effect such transfer promptly after the Effective Date. The Parties acknowledge and agree that should SuperGen become aware that it has inadvertently or otherwise omitted a Third Party agreement specific to the Development or Commercialization of a Licensed Product from Exhibit 1.46, the Parties will discuss in good faith and amend Exhibit 1.46 to include such Third Party agreement subject to MGI’s review and acceptance of such sublicense by the Company, and the Company agrees that it shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to Solazyme, to pay any such amounts and/or perform any other obligations due in connection with the grant of the license or sublicense to the Company or practice of such license or sublicense by the Company or its sublicensees agreements (which payments may include milestone payments and/or royalties on product salesas described below), and upon acceptance, the provisions of this Section 9.8 shall apply to otherwise comply such Third Party Agreement as if included as of the date of signing of this Agreement, provided, however, that if MGI does not accept such Third Party agreement, MGI shall not be responsible for compliance and performance of such Third Party agreement. It is understood and agreed that SuperGen’s communication of the agreement’s basic purpose and scope shall be sufficient for MGI to review and decide whether to accept inclusion of such Third Party agreements following the date of signing hereof. With respect to the Supply Agreements, SuperGen will use reasonable efforts to seek a consent to assignment of the Manufacturing Agreement and such other amendments to its other agreements with Pharmachemie B.V. as may be prudent in SuperGen’s business judgement to ensure SuperGen’s compliance with the terms of such Third Party agreements, it being understood that “reasonable efforts” shall not include payment of any monetary or other consideration. Without limiting the foregoing provisions of this Section 9.8 or any other provision of this Agreement. , if consent to assignment is not obtained with respect to the Manufacturing Agreement within ninety (c90) The Company acknowledges days following the Effective Date, the Parties shall negotiate in good faith terms and conditions for SuperGen’s supply of Decitabine to MGI that Solazyme (a) shall use reasonable efforts to either (x) maintain in force and effect any Third Party Agreement described in Section 2.2(b) for which are consistent with the Company has accepted obligations or Manufacturing Agreement; (y) assign ensure that SuperGen is able to comply with its obligations under the Third Party Manufacturing Agreement to the Company its other agreements with Pharmachemie B.V.; and (bz) may amend or modify provide for reimbursement by MGI of SuperGen’s Supply Costs. For purposes of this Section 9.8, the terms following definitions shall have the following meanings: “Supply Agreements” shall mean that certain Manufacturing Agreement between SuperGen and Pharmachemie B.V. set forth in Exhibit 1.46 and that certain Agreement between SuperGen and Ferro Pfanstiehl set forth in Exhibit 1.46. “Supply Costs” shall mean the total of any such Third Party Agreement; provided(i) the actual hours expended by SuperGen personnel, however, that Solazyme shall provide to the Company prompt notice thereof at least forty-five (45) days prior to any applicable deadline. (d) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company of the terms of any such Third Party Agreement as they relate to the License or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b). (e) With respect to any Intellectual Property that Solazyme seeks to in-license prior to the Accumulation Termination Date, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme shall present such license opportunity to the Board, and if directed multiplied by the Board, shall use reasonable efforts to obtain Reimbursement Rate in effect at the right to sublicense time such rights to hours are incurred for the Company for use in the Field.particular individual; (ii) material costs; (iii)

Third Party Agreements. (ai) The Company TOTAL acknowledges that certain Intellectual Property Patents and/or Inventions within the License AMYRIS Licensed IP have been or may be licensed to Solazyme AMYRIS pursuant to, to one or otherwise be subject to, the terms of a more Third Party AgreementAgreement(s), and that the License sublicenses granted by Solazyme AMYRIS to TOTAL with respect to the Company with respect thereto AMYRIS Licensed IP that is or will be subordinate subject to the terms of any such Third Party Agreement(s) are subordinate to the applicable terms of the applicable Third Party Agreement. The Company further acknowledges In the event that such terms would impose any breach obligations on TOTAL beyond those set forth in this Agreement, AMYRIS shall promptly notify TOTAL of such terms by the Company or its sublicensees may result in damage to Solazyme and/or other sublicensees of the subject Intellectual Property, which may include, without limitation, loss of license rights to such Intellectual Property and/or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach Third Party Agreement so that TOTAL will be informed of such terms. If AMYRIS fails to promptly disclose any such terms, then TOTAL shall have no responsibility to comply with the non-disclosed terms or liability for failing to so comply. In the event that the licenses granted hereunder include a sublicense under the IP License Agreement, TOTAL acknowledges that such sublicense shall be subject to Section 2.2 thereof. (bii) The Company TOTAL further acknowledges that, with respect to Intellectual Property Patents and/or Inventions within the scope of the AMYRIS Licensed IP or the Strain Improvement Technology, as applicable, that are licensed to Solazyme pursuant to or otherwise subject to the terms of a Third Party AgreementAgreement to AMYRIS or its applicable Affiliate after the completion of the Biofene Development Project, the license sublicense granted by Solazyme AMYRIS to the Company TOTAL may result in payment and/or indemnification or other obligations to the Third Party as a consequence of for the grant to the Company and/or practice of such sublicense by the Companyto TOTAL. In such a case, and the Company agrees that it TOTAL shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to SolazymeAMYRIS, to pay any such amounts and/or perform any other obligations due in connection with for the grant of the license or a sublicense to the Company TOTAL or practice of such license or a sublicense by the Company TOTAL or its sublicensees (which payments may include milestone payments and/or royalties on product sales), and to otherwise comply with the terms of such Third Party Agreement. (ciii) The Company acknowledges that Solazyme In the event of the filing of a bankruptcy petition under Title 11 of the United States Code (athe “Bankruptcy Code”) shall use reasonable efforts by or against a licensor of intellectual property to either (x) maintain in force and effect any AMYRIS under a Third Party Agreement described Agreement(s) (the “Third Party Licensor”), AMYRIS hereby assigns to TOTAL the right to make the election set forth in Section 2.2(b365(n)(1)(B) for which of the Company has accepted obligations Bankruptcy Code (the “365(n) Election”) if Third Party Licensor as debtor in possession, or (y) assign a trustee on its behalf, rejects the Third Party Agreement pursuant to Section 365 of the Company and (b) may amend or modify the terms of any such Third Party AgreementBankruptcy Code; provided, however, that Solazyme shall provide such 365(n) Election must be made by TOTAL no later than the earlier of (x) seven (7) Business Days after AMYRIS has provided written notice to TOTAL of any rejection of the Company prompt notice thereof at least forty-Third Party Agreement and (y) five (455) days Business Days prior to any applicable deadlinedate set forth in an order of the bankruptcy court having jurisdiction over the bankruptcy case of Third Party Licensor as the date by which any such Section 365(n) Election must be made, which deadline shall be provided in writing to TOTAL by AMYRIS within two (2) Business Days after AMYRIS receives written notice of same from such Third Party Licensor (the “Election Deadline”). In the event TOTAL, having received timely notice from AMYRIS of the rejection of such Third Party Agreement, has not timely exercised the 365(n) Election by the Election Deadline, the right to make the 365(n) Election shall transfer to JVCO, which shall have the right to exercise such 365(n) Election in accordance with the terms of the Amended and Restated JVCO Jet Fuel License Agreement. AMYRIS shall not have the right to make the election set forth in Section 365(n)(1)(A) of the Bankruptcy Code prior to (1) the deadline established under the Amended and Restated JVCO Jet Fuel License Agreement for JVCO to make such Section 365(n) Election, or (2) if AMYRIS fails to timely notify TOTAL of the rejection of such Third Party Agreement, the date by which such Section 365(n) Election must be made. If neither TOTAL nor JVCO timely makes the 365(n) Election, then the right to make the Section 365(n) Election shall automatically re-vest in AMYRIS, in which case AMYRIS shall be free to exercise the 365(n) Election in its discretion. (div) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company AMYRIS agrees not to terminate or permit termination of the terms Third Party Agreement containing such license by exercise of any an election under Section 365(n)(1)(A) of the Bankruptcy Code without the prior written consent of TOTAL. AMYRIS acknowledges that because the sublicenses granted by AMYRIS to TOTAL is a significant part of TOTAL’s benefits under the Agreement, TOTAL does not anticipate that it would consent to termination of such Third Party Agreement as they relate and shall not under any circumstances be obliged to the License or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b)such consent. (ev) With In the event that any royalties are due under a 365(n) Election, then, for clarity, the principles of Section 2.B(ii) shall apply to the allocation of such royalties between the Parties. For clarity, the allocation between the Parties of any royalties due with respect to any Intellectual Property that Solazyme seeks the Third Party intellectual property subject to in-license prior to the Accumulation Termination Date, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme 365(n) Election shall present remain unaltered following such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain the right to sublicense such rights to the Company for use in the Field365(n) Election.

Third Party Agreements. (a) With respect to Facility Operations and the performance of Management Services, Manager shall be permitted to enter into (i) such Service Contracts as Manager deems necessary, advisable or desirable to provide goods or services necessary for Facility Operations of the type customarily provided by third party vendors or subcontractors at Comparable Facilities; provided that no such contract or agreement shall release Manager from any obligations under this Agreement; and (ii) such Revenue Generating Contracts as Manager deems necessary, advisable or desirable and in furtherance of CRDA’s Objectives. All such material contracts and agreements shall contain Industry Standard indemnification, insurance and bonding requirements and obligations on the part of each vendor, licensee or service provider, as is customary for the type of license, service, produce or obligation provided. CRDA may furnish to Manager from time to time lists of firms disqualified from state contracting by other state agencies, and Manager shall not award any Service Contract to such a firm during the period of its disqualification as evidenced by such list. The Company acknowledges that certain Intellectual Property within prior approval of CRDA shall be required for any contract or agreement with a term extending beyond the License may be licensed to Solazyme pursuant to, or otherwise be subject to, the terms scheduled expiration date of a Third Party this Agreement, and that the License granted unless such contract or agreement is subject to early termination by Solazyme to the Company with respect thereto is CRDA or will be subordinate to the terms of any such Third Party Agreement. The Company further acknowledges that any breach Manager without penalty as of such terms by the Company or its sublicensees may result in damage to Solazyme and/or other sublicensees of the subject Intellectual Property, which may include, without limitation, loss of license rights to such Intellectual Property and/or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach of such termsdate. (b) The Company further acknowledges that, with respect to Intellectual Property licensed to Solazyme All Service Contracts and Revenue Generating Contracts shall be entered into by Manager pursuant to or otherwise subject the provisions of this Agreement relating to the terms funding and payment of a Third Party Agreement, Operating Expenses and shall provide that the license by Solazyme same are assignable to CRDA without the Company may result in payment and/or indemnification or other obligations to the Third Party as a consequence prior consent of the grant to the Company and/or practice parties thereto and, notwithstanding any contrary provision hereof, upon termination of such sublicense by the Companythis Agreement for any reason, and the Company Manager agrees that it CRDA shall only receive have the right to and CRDA hereby agrees to assume (or to arrange for a successor management company to assume) in writing any or all then outstanding obligations under such a license or sublicense if it agrees Service Contracts and Revenue Generating Contracts entered into by Manager in writing, in a form reasonably acceptable to Solazyme, to pay any such amounts and/or perform any other obligations due in connection accordance with the grant of the license or sublicense to the Company or practice of such license or sublicense by the Company or its sublicensees (which payments may include milestone payments and/or royalties on product sales), and to otherwise comply with the terms of such Third Party this Agreement. (c) The Company All Service Contracts and Revenue Generating Contracts with an Affiliate of Manager, if not offered at a discount by Affiliate, shall be provided on an arm’s length basis and shall be reflective of the market rate. CRDA acknowledges that Solazyme (a) shall use reasonable efforts to either (x) maintain in force the C&C Agreement and effect any Third Party the Marketing Agreement described in Section 2.2(b) for which satisfy the Company has accepted obligations or (y) assign the Third Party Agreement to the Company and (b) may amend or modify the terms requirements of any such Third Party Agreement; provided, however, that Solazyme shall provide to the Company prompt notice thereof at least forty-five (45) days prior to any applicable deadlinethis paragraph. (d) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company of the terms of any such Third Party Agreement as they relate to the License or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b). (e) With respect to any Intellectual Property that Solazyme seeks to in-license prior to the Accumulation Termination Date, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme shall present such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain the right to sublicense such rights to the Company for use in the Field.

Third Party Agreements. 4.2.1 The CONTRACTOR shall make available to the REPLACEMENT CONTRACTOR at the time or times set out in the Detailed Transition Plan (aor as otherwise agreed by the Parties) The Company acknowledges that certain Intellectual Property within all of the License may be licensed to Solazyme pursuant to, or otherwise be subject to, the terms of a assets for which Third Party Agreement, and that the License granted by Solazyme Agreements are to be novated to the Company with respect thereto is or will REPLACEMENT CONTRACTOR as specified in the BAFO Asset List by the REPLACEMENT CONTRACTOR. 4.2.2 The CONTRACTOR shall arrange for the removal from the AUTHORITY Properties and the CONTRACTOR Properties by the dates specified in the Detailed Transition Plan for such removal of all assets for which Third Party Agreements are not to be subordinate novated to the terms of any REPLACEMENT CONTRACTOR. 4.2.3 The CONTRACTOR shall novate all rights and obligations in such Third Party Agreement. The Company further acknowledges that any breach of such terms Agreements to the REPLACEMENT CONTRACTOR at the time or times set out in the Detailed Transition Plan (or as otherwise agreed by the Company Parties) and, for the avoidance of doubt, the CONTRACTOR shall be responsible for all costs and/or expenses incurred by the CONTRACTOR in procuring such novations (including but not limited to any payments required to be made to the relevant third parties). 4.2.4 The CONTRACTOR shall continue to be liable for its obligations and liabilities incurred or its sublicensees may result in damage due to Solazyme and/or other sublicensees of be performed, incurred or satisfied up to the subject Intellectual Property, which may include, without limitation, loss of license rights to such Intellectual Property and/or monetary damages, Retender Cutover Date as if the novation had not occurred and the Company therefore agrees to act reasonably to avoid any breach of such terms. (b) The Company further acknowledges that, with REPLACEMENT CONTRACTOR shall have no liability or obligation in respect to Intellectual Property licensed to Solazyme pursuant to or otherwise subject to the terms of a Third Party Agreement, the license by Solazyme to the Company may result in payment and/or indemnification or other obligations to the Third Party as a consequence of the grant to the Company and/or practice of such sublicense by the Company, and the Company agrees that it shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to Solazyme, to pay any such amounts and/or perform any other obligations due in connection with the grant of the license or sublicense to the Company or practice of such license or sublicense by the Company or its sublicensees (which payments may include milestone payments and/or royalties on product sales), and to otherwise comply with the terms of such Third Party AgreementAgreements during this period. For the avoidance of doubt, the CONTRACTOR shall have no liability or obligation in respect of such Third Party Agreements after this date. (c) 4.2.5 The Company acknowledges that Solazyme (a) REPLACEMENT CONTRACTOR shall use reasonable efforts to either (x) maintain release and discharge the CONTRACTOR from all obligations and liabilities of the CONTRACTOR in force and effect any Third Party Agreement described in Section 2.2(b) for which the Company has accepted obligations or (y) assign respect of the Third Party Agreement Agreements that are due to be performed, incurred or satisfied on or after the Company and (b) may amend or modify the terms of any such Third Party Agreement; provided, however, that Solazyme shall provide to the Company prompt notice thereof at least forty-five (45) days prior to any applicable deadline. (d) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company of the terms of any date such Third Party Agreement as they relate to is novated in accordance with Clause 4.2.3 and all claims and demands whatsoever in respect of those obligations and liabilities. For the License or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b). (e) With respect to any Intellectual Property that Solazyme seeks to in-license avoidance of doubt, the CONTRACTOR shall remain liable for all payments due prior to the Accumulation Termination Date, if, date such Third Party Agreement is novated in accordance with Clause 4.2.3 notwithstanding that such payments are invoiced to the REPLACEMENT CONTRACTOR after that date. The Parties shall agree detailed procedures for dealing with such invoices in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme shall present such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain the right to sublicense such rights to the Company for use in the FieldDetailed Transition Plan.

Third Party Agreements. Upon Takeda’s request, Wave will, at such time as determined by the JSC, assign to Takeda or its designee all then‑existing Manufacturing contracts entered into between Wave (aor any of its Affiliates or Sublicensees) The Company acknowledges with Third Party contract manufacturers that certain Intellectual Property within are related to the License may be licensed to Solazyme pursuant toManufacture of such Collaboration Compounds (including amidites and other precursors included in the Wave Technology), Collaboration Products, or otherwise be subject to, Companion Diagnostics directed to the terms of a applicable Collaboration Target (“Third Party AgreementManufacturing Agreements”), and that the License granted by Solazyme to the Company with respect thereto is or will be subordinate to the terms of unless any such Third Party Agreement. The Company further acknowledges Manufacturing Agreement expressly prohibits such assignment, in which case Wave will cooperate with Takeda in all reasonable respects to secure the consent of the applicable Third Party to such assignment; provided that any breach with respect to agreements that are not solely related to the Manufacture of such terms by Collaboration Compounds, Collaboration Products, or Companion Diagnostics directed to the Company applicable Collaboration Target, Wave will have no obligation to assign such agreements to Takeda. If any such consent is not obtained with respect to a Third Party Manufacturing Agreement or if any Third Party Manufacturing Agreement is not assigned to Takeda because it is not solely related to the Manufacture of Collaboration Compounds, Collaboration Products, or such Companion Diagnostics, then Wave will, and cause its sublicensees may result in damage to Solazyme and/or other sublicensees Affiliates and its Sublicensees to, obtain for Takeda all of the subject Intellectual Propertypractical benefit and burden under such Third Party Manufacturing Agreement, which may includeincluding by (a) entering into appropriate and reasonable alternative arrangements on terms agreeable to Takeda, without limitation, loss of license rights to such Intellectual Property and/or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach of such terms. (b) The Company further acknowledges thatsubject to the consent and control of Takeda, enforcing for the account of Takeda, any and all rights of Wave (or such Affiliate or Sublicensee, as applicable) against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and (c) reasonably cooperating with Takeda with respect to Intellectual Property licensed to Solazyme pursuant to or otherwise subject to the terms of a Third Party Agreement, the license by Solazyme to the Company may result in payment and/or indemnification or other obligations to the Third Party as a consequence of the grant to the Company and/or practice supply of such sublicense by the CompanyCollaboration Compounds, Collaboration Products, and the Company agrees that it shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to Solazyme, to pay any such amounts and/or perform any other obligations due in connection with the grant of the license or sublicense to the Company or practice of such license or sublicense by the Company or its sublicensees (which payments may include milestone payments and/or royalties on product sales), and to otherwise comply with the terms of such Third Party AgreementCompanion Diagnostics. (c) The Company acknowledges that Solazyme (a) shall use reasonable efforts to either (x) maintain in force and effect any Third Party Agreement described in Section 2.2(b) for which the Company has accepted obligations or (y) assign the Third Party Agreement to the Company and (b) may amend or modify the terms of any such Third Party Agreement; provided, however, that Solazyme shall provide to the Company prompt notice thereof at least forty-five (45) days prior to any applicable deadline. (d) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company of the terms of any such Third Party Agreement as they relate to the License or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b). (e) With respect to any Intellectual Property that Solazyme seeks to in-license prior to the Accumulation Termination Date, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme shall present such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain the right to sublicense such rights to the Company for use in the Field.

Third Party Agreements. (ai) The Company acknowledges that certain Intellectual Property Patents and/or Inventions within the License AMYRIS Licensed IP have been or may be licensed to Solazyme AMYRIS pursuant to, to one or otherwise be subject to, the terms of a more Third Party AgreementAgreement(s), and that the License sublicenses granted by Solazyme AMYRIS to the Company with respect thereto is or will be subordinate to the terms of AMYRIS Licensed IP that is subject to any such Third Party Agreement(s) are subordinate to the applicable terms of the applicable Third Party Agreement. The In the event that such terms would impose any obligations on Company further acknowledges that any breach beyond those set forth in this Agreement, AMYRIS shall promptly notify Company of such terms by the of any Third Party Agreement so that Company or its sublicensees may result in damage to Solazyme and/or other sublicensees of the subject Intellectual Property, which may include, without limitation, loss of license rights to such Intellectual Property and/or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach will be informed of such terms. If AMYRIS fails to promptly disclose any such terms, then Company shall have no responsibility to comply with the non-disclosed terms or liability for failing to so comply. In the event that the licenses granted hereunder include a sublicense under the IP License Agreement, the Company acknowledges that such sublicense shall be subject to Section 2.2 thereof. (bii) The Company further acknowledges that, with respect to Intellectual Property Patents and/or Inventions within the scope of the AMYRIS Licensed IP or the Strain Improvement Technology, as applicable, that are licensed to Solazyme pursuant to or otherwise subject to the terms of a Third Party AgreementAgreement to AMYRIS or its applicable Affiliate after the completion of the Biofene Development Project, the license sublicense granted by Solazyme AMYRIS to the Company may result in payment and/or indemnification or other obligations to the Third Party as a consequence of for the grant to the Company and/or practice of such sublicense by the to Company. In such a case, and the Company agrees that it shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to SolazymeAMYRIS, to pay any such amounts and/or perform any other obligations due in connection with for the grant of the license or a sublicense to the Company or practice of such license or a sublicense by the Company or its sublicensees (which payments may include milestone payments and/or royalties on product sales), and to otherwise comply with the terms of such Third Party Agreement. (ciii) The Company acknowledges that Solazyme In the event of the filing of a bankruptcy petition under Title 11 of the United States Code (athe “Bankruptcy Code”) shall use reasonable efforts by or against a licensor of intellectual property to either (x) maintain in force and effect any AMYRIS under a Third Party Agreement described Agreement(s) (the “Third Party Licensor”), Subject to the rights granted to TOTAL in the EU Diesel Fuel License Agreement, which Company agrees shall take precedence over the rights granted to Company in this provision, AMYRIS hereby assigns to Company the right to make the election set forth in Section 2.2(b365(n)(1)(B) for which of the Company has accepted obligations Bankruptcy Code (the “365(n) Election”) if Third Party Licensor as debtor in possession, or (y) assign a trustee on its behalf, rejects the Third Party Agreement pursuant to Section 365 of the Company and (b) may amend or modify the terms of any such Third Party AgreementBankruptcy Code; provided, however, that Solazyme shall provide such 365(n) Election must be made by Company no later than the earlier of (x) seven (7) Business Days after AMYRIS has provided written notice to Company of any rejection of the Company prompt notice thereof at least forty-Third Party Agreement and (y) five (455) days Business Days prior to any applicable deadlinedate set forth in an order of the bankruptcy court having jurisdiction over the bankruptcy case of Third Party Licensor as the date by which any such Section 365(n) Election must be made, which deadline shall be provided in writing to Company by AMYRIS within two (2) Business Days after AMYRIS receives written notice of same from such Third Party Licensor (the “Election Deadline”). AMYRIS shall not have the right to make the election set forth in Section 365(n)(1)(A) of the Bankruptcy Code prior to (1) the Election Deadline, in the event Company has timely exercised the 365(n) Election, or (2) if AMYRIS fails to timely notify Company of the rejection of such Third Party Agreement, the date by which such Section 365(n) Election must be made. If Company does not make the 365(n) Election on or prior to the Election Deadline, then the right to make the Section 365(n) Election shall automatically re-vest in AMYRIS, in which case AMYRIS shall be free to exercise the 365(n) Election in its discretion. (div) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company AMYRIS agrees not to terminate or permit termination of the terms Third Party Agreement containing such license by exercise of any an election under Section 365(n)(1)(A) of the Bankruptcy Code without the prior written consent of Company. AMYRIS acknowledges that because the sublicenses granted by AMYRIS to Company is a significant part of Company’s benefits under the Agreement, Company does not anticipate that it would consent to termination of such Third Party Agreement as they relate and shall not under any circumstances be obliged to the License or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b)such consent. (ev) With In the event that any royalties are due under a 365(n) Election, then, for clarity, the principles of Section 2.B(ii) shall apply to the allocation of such royalties between the Parties. For clarity, the allocation between the Parties of any royalties due with respect to any Intellectual Property that Solazyme seeks the Third Party intellectual property subject to in-license prior to the Accumulation Termination Date, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme 365(n) Election shall present remain unaltered following such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain the right to sublicense such rights to the Company for use in the Field365(n) Election.

Third Party Agreements. To the extent that any payments would be owed by Roche to any Third Parties (aincluding royalties, milestones and other amounts) The Company acknowledges under any Third Party agreements that certain Intellectual Property within are applicable to the License may be licensed grant to Solazyme pursuant toBPM of any (sub)license, right of reference or other right provided in this Section 13.4 or the Transition Agreement, or otherwise be subject tothat are applicable to the exercise by BPM or any of its Affiliates or sublicensees of any sublicense or other right with respect thereto, Roche shall notify BPM of the terms existence and anticipated amounts of such payments and BPM shall have the right either to decline such (sub)license, right of reference or other right provided in this Section 13.4 or the Transition Agreement or to take the same, in which case BPM agrees to comply with any obligations under such agreements of Roche that apply to BPM and of which BPM was informed by Roche and to make such payments. Irrespective of anything to the contrary in this Agreement, any existing sublicense granted by Roche to a Third Party Agreementin the Roche Territory under Section 7.1(a) (and any further sublicenses thereunder) shall, upon written request of Roche, remain in full force and effect, provided that the License granted by Solazyme to the Company with respect thereto is or will be subordinate to the terms of any (i) such Third Party Agreement. The Company further acknowledges that any Sublicensee is not then in breach of its sublicense agreement (and, in the case of termination by BPM for breach by Roche, that such terms Third Party Sublicensee and any further sublicensees did not cause or otherwise contribute to the breach that gave rise to the termination by the Company or its sublicensees may result in damage to Solazyme and/or other sublicensees of the subject Intellectual PropertyBPM), which may include(ii) for clarity, without limitation, loss of license rights to such Intellectual Property and/or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach of such terms. (b) The Company further acknowledges that, BPM’s obligations with respect to Intellectual Property licensed to Solazyme pursuant to or otherwise subject to the terms of a Third Party Agreement, the license by Solazyme to the Company may result in payment and/or indemnification or other obligations to the Third Party as a consequence of the grant to the Company and/or practice of such sublicense by the Company, and the Company agrees that it shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to Solazyme, to pay any such amounts and/or perform any other obligations due in connection with the grant of the license or sublicense to the Company or practice of such license or sublicense by the Company or its sublicensees (which payments may include milestone payments and/or royalties on product sales), and to otherwise comply with the terms of such Third Party Agreement. (c) The Company acknowledges Sublicensee do not in any event exceed those obligations to Roche under this Agreement that Solazyme (a) shall use reasonable efforts to either (x) maintain in force and effect any Third Party Agreement described in Section 2.2(b) for which the Company has accepted obligations or (y) assign the Third Party Agreement apply to the Company sublicense agreement, and (biii) may amend or modify the terms of any such Third Party Agreement; provided, however, that Solazyme shall provide Sublicensee agrees to be bound ​ ​ ​ to BPM under the Company prompt notice thereof at least forty-five (45) days prior to any applicable deadline. (d) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company financial and other terms and conditions of the sublicense agreement. BPM shall thereafter enter into a direct license with such Sublicensee on terms of any such Third Party Agreement as they relate to the License or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b)consistent with this Agreement. (e) With respect to any Intellectual Property that Solazyme seeks to in-license prior to the Accumulation Termination Date, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme shall present such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain the right to sublicense such rights to the Company for use in the Field.

Third Party Agreements. (a) The Company acknowledges parties acknowledge that Depomed is subject to certain Intellectual Property within rights and obligations under the License may BLS Agreements. Depomed shall not amend, terminate or cause to be licensed to Solazyme pursuant terminated any of the BLS Agreements (or any other agreement between Depomed and BLS concerning rights to, or otherwise the supply or marketing of, a Product in the Territory) without the prior written consent of Santarus, which consent shall not to be subject tounreasonably withheld, delayed or conditioned; provided that Depomed shall have the right to amend any such BLS Agreement without the consent of Santarus if such amendment does not materially and adversely affect (i) Depomed’s ability to maintain Regulatory Approval for the applicable Product, (ii) Depomed’s ability to purchase the applicable Product in commercial quantities under the BLS Supply *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Agreement, (iii) Santarus’ economic benefits hereunder, including the BLS Fees or COGS, or (iv) the applicable lead-time and forecasting requirements. In the event of any failure by BLS to timely deliver and supply the 1000mg Product under the BLS Supply Agreement in accordance with the terms of a Third Party Agreementthereof, Depomed shall promptly pursue any recourse it may have under such BLS Agreement to remedy such failure. In such event, Depomed’s liability to Santarus for such failure shall be limited to the recourse that Depomed receives, if any, from BLS, and that any such failure on the License granted part of BLS shall not be a breach or default of this Agreement by Solazyme Depomed (except to the Company with respect thereto is or will be subordinate to the terms of extent that any such Third Party failure by BLS arises directly from Depomed’s failure to comply with its obligations, including paying amounts due, under the BLS Supply Agreement). The Company further acknowledges If requested by Santarus and after consultation with Santarus, Depomed will request that any breach of such terms by the Company or its sublicensees may result in damage BLS agree to Solazyme and/or other sublicensees modify certain provisions of the subject Intellectual Property, which may include, without limitation, loss of license rights BLS Supply Agreement relating to such Intellectual Property and/or monetary damages, ordering and the Company therefore agrees to act reasonably to avoid any breach of such termsforecasting matters. (b) The Company further acknowledges that, with respect to Intellectual Property licensed to Solazyme pursuant to or otherwise parties acknowledge that Depomed is subject to certain rights and obligations under the terms of a Third Party Patheon Agreement. Depomed shall not amend, terminate or cause to be terminated the license by Solazyme to the Company may result in payment and/or indemnification Patheon Agreement (or other obligations to the Third Party as a consequence of the grant to the Company and/or practice of such sublicense by the Company, and the Company agrees that it shall only receive such a license or sublicense if it agrees in writing, in a form reasonably acceptable to Solazyme, to pay any such amounts and/or perform any other obligations due in connection with agreement between Depomed and Patheon concerning rights to, or the grant of the license supply or sublicense to the Company or practice of such license or sublicense by the Company or its sublicensees (which payments may include milestone payments and/or royalties on product sales)marketing of, and to otherwise comply with the terms of such Third Party Agreement. (c) The Company acknowledges that Solazyme (a) shall use reasonable efforts to either (x) maintain in force and effect any Third Party Agreement described in Section 2.2(b) for which the Company has accepted obligations or (y) assign the Third Party Agreement to the Company and (b) may amend or modify the terms of any such Third Party Agreement; provided, however, that Solazyme shall provide to the Company prompt notice thereof at least forty-five (45) days prior to any applicable deadline. (d) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company of the terms of any such Third Party Agreement as they relate to the License or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b). (e) With respect to any Intellectual Property that Solazyme seeks to in-license prior to the Accumulation Termination Date, if, a Product in the reasonable view Territory) without the prior written consent of SolazymeSantarus, use of such Intellectual Property in the Field would improve the conduct of the Businesswhich consent shall not to be unreasonably withheld, Solazyme delayed or conditioned; provided that Depomed shall present such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain have the right to sublicense amend the Patheon Agreement without the consent of Santarus if such amendment does not materially and adversely affect (i) Depomed’s ability to maintain Regulatory Approval for the applicable Product (ii) Depomed’s ability to purchase the applicable Product in commercial quantities under the Patheon Agreement, (iii) Santarus’ economic benefits hereunder, or (iv) the applicable lead-time and forecasting requirements. In addition, upon Santarus’ request, Depomed shall exercise any of its rights under the Patheon Agreement reasonably necessary to ensure continued supply of the Company for use applicable Product in the FieldTerritory.

Third Party Agreements. ‌ (a) With respect to Facility Operations and the performance of Management Services, Manager shall be permitted to enter into (i) such Service Contracts as Manager deems necessary, advisable or desirable to provide goods or services necessary for Facility Operations of the type customarily provided by third party vendors or subcontractors at Comparable Facilities; provided that no such contract or agreement shall release Manager from any obligations under this Agreement; and (ii) such Revenue Generating Contracts as Manager deems necessary, advisable or desirable and in furtherance of CRDA’s Objectives. All such material contracts and agreements shall contain Industry Standard indemnification, insurance and bonding requirements and obligations on the part of each vendor, licensee or service provider, as is customary for the type of license, service, produce or obligation provided. CRDA may furnish to Manager from time to time lists of firms disqualified from state contracting by other state agencies, and Manager shall not award any Service Contract to such a firm during the period of its disqualification as evidenced by such list. The Company acknowledges that certain Intellectual Property within prior approval of CRDA shall be required for any contract or agreement with a term extending beyond the License may be licensed to Solazyme pursuant to, or otherwise be subject to, the terms scheduled expiration date of a Third Party this Agreement, and that the License granted unless such contract or agreement is subject to early termination by Solazyme to the Company with respect thereto is CRDA or will be subordinate to the terms of any such Third Party Agreement. The Company further acknowledges that any breach Manager without penalty as of such terms by the Company or its sublicensees may result in damage to Solazyme and/or other sublicensees of the subject Intellectual Property, which may include, without limitation, loss of license rights to such Intellectual Property and/or monetary damages, and the Company therefore agrees to act reasonably to avoid any breach of such termsdate. (b) The Company further acknowledges that, with respect to Intellectual Property licensed to Solazyme All Service Contracts and Revenue Generating Contracts shall be entered into by Manager pursuant to or otherwise subject the provisions of this Agreement relating to the terms funding and payment of a Third Party Agreement, Operating Expenses and shall provide that the license by Solazyme same are assignable to CRDA without the Company may result in payment and/or indemnification or other obligations to the Third Party as a consequence prior consent of the grant to the Company and/or practice parties thereto and, notwithstanding any contrary provision hereof, upon termination of such sublicense by the Companythis Agreement for any reason, and the Company Manager agrees that it CRDA shall only receive have the right to and CRDA hereby agrees to assume (or to arrange for a successor management company to assume) in writing any or all then outstanding obligations under such a license or sublicense if it agrees Service Contracts and Revenue Generating Contracts entered into by Manager in writing, in a form reasonably acceptable to Solazyme, to pay any such amounts and/or perform any other obligations due in connection accordance with the grant of the license or sublicense to the Company or practice of such license or sublicense by the Company or its sublicensees (which payments may include milestone payments and/or royalties on product sales), and to otherwise comply with the terms of such Third Party this Agreement. (c) The Company All Service Contracts and Revenue Generating Contracts with an Affiliate of Manager, if not offered at a discount by Affiliate, shall be provided on an arm’s length basis and shall be reflective of the market rate. CRDA acknowledges that Solazyme (a) shall use reasonable efforts to either (x) maintain in force the C&C Agreement and effect any Third Party the Marketing Agreement described in Section 2.2(b) for which satisfy the Company has accepted obligations or (y) assign the Third Party Agreement to the Company and (b) may amend or modify the terms requirements of any such Third Party Agreement; provided, however, that Solazyme shall provide to the Company prompt notice thereof at least forty-five (45) days prior to any applicable deadlinethis paragraph. (d) To the extent allowable under applicable confidentiality agreements, Solazyme shall promptly notify the Company of the terms of any such Third Party Agreement as they relate to the License or may otherwise give rise to any obligations pursuant to Section 2.2(a) or (b). (e) With respect to any Intellectual Property that Solazyme seeks to in-license prior to the Accumulation Termination Date, if, in the reasonable view of Solazyme, use of such Intellectual Property in the Field would improve the conduct of the Business, Solazyme shall present such license opportunity to the Board, and if directed by the Board, shall use reasonable efforts to obtain the right to sublicense such rights to the Company for use in the Field.