Common use of Third Party Financial Obligations Clause in Contracts

Third Party Financial Obligations. (a) MacroGenics shall be solely responsible for the payment of any royalties, sublicense revenues, milestones or other payments due by either Party, their Affiliates or sublicensees to Third Parties arising with respect to the [***] (each, a "Third Party Obligation"), (i) to the extent such Third Party Obligation [***], or (ii) to the extent such Third Party Obligation [***]. If MacroGenics fails to pay any amount of a Third Party Obligation related to the DART Platform, a Compound and/or a Product and such payment [***] or the failure to make such payment [***], upon [***] prior notice, Company may elect, in its sole discretion, to make such payment to such Third Party on behalf of MacroGenics. If Company makes such payment to such Third Party, Company may deduct the amount of such payment from any payments that are owed or that become owed to MacroGenics under this Agreement or, if such deduction is not applicable, MacroGenics shall reimburse Company the amount of such payment within [***] after Company makes such payment. (b) Except for Third Party Obligations set forth in Section 9.10(a), Company shall be responsible for all Third Party Obligations (including any licenses for [***] Company may credit [***] of any Third Party Obligation resulting from Patents and/or Know-How owned by Third Parties that is paid by Company pursuant to this Section 9.10(b) against any royalties payable to MacroGenics under Section 9.4. Company shall take such credit during any Calendar Quarter for which royalties are payable hereunder, provided that in no event will such credit, together with any reductions under Section 9.6, reduce the royalties payable to MacroGenics for such Calendar Quarter by more than [***] Any share of such Third Party Obligations that remains uncredited due to the application of such floor may be carried forward to subsequent Calendar Quarters.

Third Party Financial Obligations. (a) MacroGenics shall be solely responsible for Subject to Section 8.10(b) and 8.10(c) below, in the payment of event that Incyte in its reasonable discretion determines that it is necessary or useful to obtain a license under any royaltiesPatents controlled by a Third Party in order to Exploit the Monotherapy Regimen (such license, sublicense revenuesa “Third Party License”), milestones or other payments due by either Party, their Affiliates or sublicensees then Incyte may credit up to Third Parties arising with respect to the [***] (each, a "Third Party Obligation"), (i) to of the extent such Third Party Obligation amount of [***], milestone payments, royalties, and other amounts actually paid by Incyte or (ii) its applicable Affiliate or, solely to the extent such Third Party Obligation [***]. If MacroGenics fails passed through to pay any amount of a Third Party Obligation related to Incyte, its sublicensee, as the DART Platformcase may be, a Compound and/or a Product and such payment [***] or the failure to make such payment [***], upon [***] prior notice, Company may elect, in its sole discretion, to make such payment to such Third Party on behalf of MacroGenics. If Company makes such payment to in connection with such Third PartyParty License in a given Calendar Quarter, Company may deduct in each case to the amount of such payment from any extent allocable to rights to Exploit the Monotherapy Regimen, against future milestone payments that are owed or that become and royalty payments owed to MacroGenics under this Agreement orSection 8.3 (as such royalties may be adjusted pursuant to Section 8.5(b)) in such Calendar Quarter (such credit, if such deduction is not applicable, MacroGenics shall reimburse Company the amount of such payment within [***] after Company makes such payment. (b) Except for “Third Party Obligations set forth in Section 9.10(aLicense Credit”); provided, Company shall be responsible for all Third Party Obligations (including any licenses for [***] Company may credit [***] of any Third Party Obligation resulting from Patents and/or Know-How owned by Third Parties that is paid by Company pursuant to this Section 9.10(b) against any royalties payable to MacroGenics under Section 9.4. Company shall take such credit during any Calendar Quarter for which royalties are payable hereunderhowever, provided that in no event will such credit, together with Third Party License Credit reduce any reductions under Section 9.6, reduce the royalties royalty or milestone payment payable to MacroGenics for such Calendar Quarter by more to less than [***] of the royalty or milestone amount otherwise payable with respect to the applicable Licensed Product. Any share of such Third Party Obligations obligations that remains uncredited [**] due to the application [**]. For clarity, the Third Party License Credit shall not be [**]. (b) As of the Execution Date, MacroGenics has the existing Third Party licenses set forth in Exhibit C (such floor may licenses, the “Existing Third Party Licenses”). Incyte shall be carried forward solely responsible for paying to subsequent Calendar Quarters.MacroGenics, with respect to the Existing Third Party Licenses, all license fees, milestone payments, and royalties (including royalty buyout payments) payable to the applicable Third Party licensor under such Existing

Third Party Financial Obligations. (a) MacroGenics shall be solely responsible for the payment of any royalties, sublicense revenues, milestones or other payments due by either Party, their Affiliates or sublicensees to Third Parties arising with respect to the [***] (each, a "“Third Party Obligation"”), (i) to the extent such Third Party Obligation [***], or (ii) to the extent such Third Party Obligation [***]. If MacroGenics fails to pay any amount of a Third Party Obligation related to the DART Platform, a Compound and/or a Product and such payment [***] or the failure to make such payment [***], upon [***] prior notice, Company may elect, in its sole discretion, to make such payment to such Third Party on behalf of MacroGenics. If Company makes such payment to such Third Party, Company may deduct the amount of such payment from any payments that are owed or that become owed to MacroGenics under this Agreement or, if such deduction is not applicable, MacroGenics shall reimburse Company the amount of such payment within [***] after Company makes such payment. (b) Except for Third Party Obligations set forth in Section 9.10(a), Company shall be responsible for all Third Party Obligations (including any licenses for [***] ]). Company may credit [***] of any Third Party Obligation resulting from Patents and/or Know-How owned by Third Parties that is paid by Company pursuant to this Section 9.10(b9.10(a) against any royalties payable to MacroGenics under Section 9.4. Company shall take such credit during any Calendar Quarter for which royalties are payable hereunder, provided that in no event will such credit, together with any reductions under Section 9.6, reduce the royalties payable to MacroGenics for such Calendar Quarter by more than [***] ]. Any share of such Third Party Obligations that remains uncredited due to the application of such floor may be carried forward to subsequent Calendar Quarters.

Third Party Financial Obligations. (a) MacroGenics [***] shall be solely responsible for the payment of any royalties, sublicense revenues, milestones or other payments due by either Party, their Affiliates or sublicensees to Third Parties arising with respect to the Exploitation of a Compound or a Product in the Field in the Territory (“Third Party Obligation”): (1) [***] (each, a "Third Party Obligation"), (i) to the extent such Third Party Obligation [***] of the License Option, regardless if the terms or conditions of such Third Party Obligation have been agreed upon with such Third Party [***]; (2) which are owed to [***]; provided, that such Third Party Obligations arise from or are related to [***]. (iib) to the extent The Parties shall each be responsible for [***] of any Third Party Obligation [***] such Third Party Obligation [***]. If MacroGenics fails to pay any amount of a Third Party Obligation related to the DART Platform, a Compound and/or a Product and such payment [***] or the failure to make such payment [***], upon [***] prior notice, Company may elect, in its sole discretion, to make such payment to such Third Party on behalf of MacroGenics. If Company makes such payment to such Third Party, Company may deduct the amount of such payment from any payments that are owed or that become owed to MacroGenics under this Agreement or, if such deduction is not applicable, MacroGenics shall reimburse Company the amount of such payment within [***] after Company makes such payment. (b) Except for Third Party Obligations set forth in Section 9.10(a), Company shall be responsible for all Third Party Obligations (including any licenses for [***] Company may credit At [***] of any Third Party Obligation resulting from Patents and/or Know-How owned by Third Parties that is paid by Company owed pursuant to this Section 9.10(b) against any royalties payable to MacroGenics 8.9(b), and which is paid by [***] under Section 9.4this Article 8. Company Takeda shall take such credit [*** ] during any Calendar Quarter for which milestones, royalties or profit split are payable hereunder; provided, provided that in no event will such credit, together with any reductions under Section 9.6, reduce the royalties [***] payable to MacroGenics for such Calendar Quarter by more than [***] Any share ]. [***]of such Third Party Obligations that remains uncredited [***] due to the application of such floor [***] may be carried forward to subsequent [***] Calendar Quarters. (c) [***]. Notwithstanding the foregoing, Takeda shall be solely responsible for any Third Party Obligations arising from a [***]; provided, however, in the event that MacroGenics exercises the Co-Funding Option, to the extent such Third Party Obligation is reasonably attributable to the sale of Products in North America, such Third Party Obligation (or any allocable portion thereof) shall be deemed a Manufacturing Expense for the purposes of determining the N.A. Profits.