Common use of Third Party In-License Agreements Clause in Contracts

Third Party In-License Agreements. 5.10.1 During the Term, neither Ablynx nor any of its Affiliates shall, without AbbVie’s prior written consent, enter into any agreement with a Third Party related to Information concerning the Licensed Product or Licensed Compound, Regulatory Documentation or Ablynx Product Patents and Ablynx shall consult with AbbVie and seek AbbVie’s comments on all draft proposals exchanged between Ablynx and the prospective licensor with respect to any such agreement. Notwithstanding the foregoing, Ablynx’s obligations set forth in this Section 5.10 shall not apply to the Ablynx Nanobody Patents; […***…]. 5.10.2 If Ablynx or any of its Affiliates are a party to a license, sublicense or other agreement for additional rights, with the right to sublicense, under the Ablynx Product Patents or Information to make, use, sell, offer to sell or import the Licensed Compound or Licensed Product, or as permitted in Section 5.10.1, then Ablynx shall inform AbbVie and shall provide AbbVie with a copy of such license, sublicense, or other agreement (“Proposed Future Third Party In-Licensed Rights”). 5.10.3 If AbbVie notifies Ablynx that it wishes to be bound by or assume the rights and obligations of the Proposed Future Third Party In-Licensed Rights as they apply to AbbVie and this Agreement, then the Proposed Future Third Party In-Licensed Rights shall automatically be included in the Ablynx Patents or Ablynx Know-How (as applicable) hereunder and AbbVie agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to AbbVie and this Agreement. 5.10.4 If AbbVie declines to be bound by or assume the rights and obligations of the Proposed Future Third Party In-Licensed Rights as they apply to AbbVie and this Agreement, AbbVie may in its discretion negotiate and conclude a separate agreement with the applicable licensor. 5.10.5 Notwithstanding the foregoing, the Parties acknowledge and agree that in the event of a Change in Control of Ablynx, the provisions of Sections 5.10.3 and 5.10.4 shall automatically terminate upon the consummation of such Change in Control transaction.

Third Party In-License Agreements. 5.10.1 During the Term, neither Ablynx Galapagos nor any of its Affiliates shall, without AbbVie’s Xxxxxx’x prior written consent, not to be unreasonably withheld or delayed, enter into any agreement with a Third Party related to Information concerning Information, Regulatory Documentation, Patents, or other intellectual property rights affecting the Licensed Product Compound or Licensed CompoundProduct, Regulatory Documentation or Ablynx Product Patents and Ablynx Galapagos shall consult with AbbVie Xxxxxx and seek AbbVie’s Xxxxxx’x comments on all draft proposals exchanged between Ablynx Galapagos and the prospective licensor with respect to any such agreementlicense. Notwithstanding the foregoing, Ablynx’s obligations set forth in this Section 5.10 shall not apply to the Ablynx Nanobody Patents; […***…]. 5.10.2 If Ablynx Galapagos or any of its Affiliates are a party to a license, sublicense or other agreement for additional rights, with the right to sublicense, under the Ablynx Product Patents or Information to make, use, sell, offer to sell or import the Licensed Compound or Licensed Product, or as permitted in Section 5.10.1the aforementioned sentence, then Ablynx Galapagos shall inform AbbVie Xxxxxx and shall provide AbbVie Xxxxxx with a copy (which may be redacted in pertinent part) of such license, sublicense, or other agreement (“Proposed Future Third Party In-Licensed Rights”). 5.10.3 . If AbbVie Xxxxxx notifies Ablynx Galapagos in writing that it wishes to be bound by or and/or assume the rights and obligations of the Proposed Future Third Party In-Licensed Rights as they apply to AbbVie Xxxxxx and this Agreement, then the Proposed Future Third Party In-Licensed Rights shall automatically be included in the Ablynx Galapagos Patents or Ablynx and/or Galapagos Know-How (as applicable) hereunder and AbbVie Xxxxxx agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to AbbVie Xxxxxx and this Agreement. 5.10.4 . If AbbVie Xxxxxx declines to be bound by or and/or assume the rights and obligations of the Proposed Future Third Party In-Licensed Rights as they apply to AbbVie Xxxxxx and this Agreement, AbbVie Xxxxxx may in its discretion negotiate and conclude a separate agreement with the applicable licensor. 5.10.5 Notwithstanding the foregoing, the Parties acknowledge and agree that in the event of a Change in Control of Ablynx, the provisions of Sections 5.10.3 and 5.10.4 shall automatically terminate upon the consummation of such Change in Control transaction.

Third Party In-License Agreements. 5.10.1 During the Term, neither Ablynx Galapagos nor any of its Affiliates shall, without AbbVie’s prior written consent, enter into any agreement with a Third Party related to Information concerning the Licensed Product or Licensed CompoundInformation, Regulatory Documentation Documentation, Patents, or Ablynx Product Patents other intellectual property rights affecting Molecules or Products, and Ablynx Galapagos shall consult with AbbVie and seek AbbVie’s comments on all draft proposals exchanged between Ablynx Galapagos and the prospective licensor with respect to any such agreementlicense. Notwithstanding the foregoing, Ablynx’s obligations set forth in this Section 5.10 shall not apply to the Ablynx Nanobody Patents; […***…]. 5.10.2 If Ablynx Galapagos or any of its Affiliates are a party to a license, sublicense or other agreement for additional rights, with the right to sublicense, under the Ablynx Product Patents or Information to make, use, sell, offer to sell or import the Licensed Compound Molecules or Licensed ProductProducts, or as permitted in Section 5.10.1the aforementioned sentence, then Ablynx Galapagos shall inform AbbVie and shall provide AbbVie with a copy (which may be redacted in pertinent part) of such license, sublicense, or other agreement (“Proposed Future Third Party In-Licensed Rights”). 5.10.3 . If AbbVie notifies Ablynx Galapagos in writing that it wishes to be bound by or assume the rights and obligations of the Proposed Future Third Party In-Licensed Rights as they apply to AbbVie and this Agreement, then the Proposed Future Third Party In-Licensed Rights shall automatically be included in the Ablynx Galapagos Patents or Ablynx Galapagos Know-How (as applicable) hereunder and AbbVie agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to AbbVie and this Agreement. 5.10.4 . If AbbVie declines to be bound by or assume the rights and obligations of the Proposed Future Third Party In-Licensed Rights as they apply to AbbVie and this Agreement, AbbVie may in its discretion negotiate and conclude a separate agreement with the applicable licensor. 5.10.5 Notwithstanding the foregoing, the Parties acknowledge and agree that in the event of a Change in Control of Ablynx, the provisions of Sections 5.10.3 and 5.10.4 shall automatically terminate upon the consummation of such Change in Control transaction.

Third Party In-License Agreements. 5.10.1 During the Term, neither Ablynx nor any of its Affiliates shall, without AbbVie’s prior written consent, enter into any agreement with a Third Party related to Information concerning the Licensed Product or Licensed Compound, Regulatory Documentation or Ablynx Product Patents and Ablynx shall consult with AbbVie and seek AbbVie’s comments on all draft proposals exchanged between Ablynx and the prospective licensor with respect to any such agreement. Notwithstanding the foregoing, Ablynx’s obligations set forth in this Section 5.10 shall not apply to the Ablynx Nanobody Patents; […***…]. 5.10.2 If Ablynx or any of its Affiliates are a party to a license, sublicense or other agreement for additional rights, with the right to sublicense, under the Ablynx Product Patents or Information to make, use, sell, offer to sell or import the Licensed Compound or Licensed Product, or as permitted in Section 5.10.1, then Ablynx shall inform AbbVie and shall provide AbbVie with a copy of such license, sublicense, or other agreement (“Proposed Future Third Party In-Licensed Rights”). 5.10.3 If AbbVie notifies Ablynx that it wishes to be bound by or assume the rights and obligations of the Proposed Future Third Party In-Licensed Rights as they apply to AbbVie and this Agreement, then the Proposed Future Third Party In-Licensed Rights shall automatically be included in the Ablynx Patents or Ablynx Know-How (as applicable) hereunder and AbbVie agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to AbbVie and this Agreement. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 5.10.4 If AbbVie declines to be bound by or assume the rights and obligations of the Proposed Future Third Party In-Licensed Rights as they apply to AbbVie and this Agreement, AbbVie may in its discretion negotiate and conclude a separate agreement with the applicable licensor. 5.10.5 Notwithstanding the foregoing, the Parties acknowledge and agree that in the event of a Change in Control of Ablynx, the provisions of Sections 5.10.3 5.10.4 and 5.10.4 5.10.5 shall automatically terminate upon the consummation of such Change in Control transaction.