Common use of Third Party In-Licenses Clause in Contracts

Third Party In-Licenses. If Paragon (or its Affiliate) enters into any in-license agreement with a Third Party after the Effective Date with respect to any Patent that would, if Controlled by Paragon, be included within the Licensed Antibody Patents or the Other Licensed Patents (each such agreement, a “Paragon Third Party Agreement”), Paragon shall notify Spyre in writing that it entered into such Paragon Third Party Agreement and provide a copy of such Paragon Third Party Agreement to Spyre, which may be redacted solely concerning [***] or other confidential terms not applicable to sublicensees. Spyre shall have the right, by delivery of notice to Paragon, to elect to take a sublicense under such Patents in-licensed by Paragon under such Paragon Third Party Agreement. If Spyre elects to become a sublicensee thereunder pursuant to this Section 2.8, then (a) the applicable Patents under such Paragon Third Party Agreement shall be included within the Licensed Antibody Patents or the Other Licensed Patents, as applicable, that are licensed to Spyre under Section 2.1, (b) Spyre shall reimburse Paragon for its pro rata share of royalties or other consideration, as mutually agreed by the Parties, for Spyre’s Development, Manufacture, Commercialization or other exploitation of a Spyre Product in the Field in the Territory in connection with a grant to Spyre of such Patents (the “Reimbursement Obligation”), and (c) Spyre shall comply with the terms of such Paragon Third Party Agreement to the extent applicable to Spyre as a sublicensee of such Patents. In the event of any conflict between the terms of this Agreement and any Paragon Third Party Agreement applicable to a sublicense granted by Paragon to Spyre in accordance with this Section 2.8, the terms of the Paragon Third Party Agreement shall control solely to the extent necessary for the Parties to maintain compliance with such Paragon Third Party Agreement. Spyre shall comply with the Reimbursement Obligation by paying to Paragon any amounts subject to the Reimbursement Obligation within the earlier of (i) [***] days after Spyre’s receipt from Paragon of an invoice for such payment, and (ii) the date when such payment is due to the counterparty licensor under the applicable Paragon Third Party Agreement, provided that such payment shall not be due prior to the date when such amounts are payable by Paragon to the counterparty licensor under the applicable Paragon Third Party Agreement.

Third Party In-Licenses. If Paragon (Prior to Kiniksa’s or its Affiliate) enters into any in-license ’s execution of an agreement with a Third Party after the Effective Date with respect to acquire or license any Patent Kiniksa Identified Rights or Partner Identified Rights that would, would be licensed to Partner hereunder if Controlled by ParagonKiniksa or its Affiliates (together, be included within the “New Kiniksa In-Licensed Antibody Patents or the Other Licensed Patents (each Rights” and any such agreement, a “Paragon New Third Party IP Agreement,” and together with the Existing In-Licenses, the “Third Party IP Agreements”), Paragon shall notify Spyre in writing that it entered into such Paragon Third Party Agreement and Kiniksa will provide Partner with a copy of such Paragon the proposed New Third Party IP Agreement from which copy Kiniksa may only redact information that is not necessary for Partner to Spyre, which may be redacted solely concerning [***] determine the scope of the rights sublicensed to Partner or other confidential for Partner to determine whether such New Third Party IP Agreement will relieve or modify Kiniksa’s performance of its obligations under this Agreement and Partner will have an opportunity to review and comment on the terms not of the proposed New Third Party IP Agreement that ​ ​ are applicable to sublicenseesthe Territory, the performance of Kiniksa’s obligations under this Agreement and other material terms thereof, including any payments that Kiniksa or its Affiliates would be obligated to pay in connection with the grant, maintenance, or exercise of a license or sublicense thereunder (as applicable) to Partner. Spyre shall To the extent Kiniksa is able to exclude the Territory from the territory of such proposed New Third Party IP Agreement, Partner will have the right, by delivery of notice right to Paragon, to elect decline to take a sublicense under such Patents in-licensed by Paragon under such Paragon proposed New Third Party IP Agreement. If Spyre elects Partner does not decline a sublicense under such proposed New Third Party IP Agreement or if Kiniksa is not able to become exclude the Territory from the territory of such proposed New Third Party IP Agreement, then Kiniksa will take into consideration Partner’s reasonable comments with respect to such New Third Party IP Agreement and Kiniksa will use reasonable efforts to ensure that such New Third Party IP Agreement includes the right to grant a sublicensee thereunder sublicense to Partner in the Field in the Territory under the applicable New Kiniksa In-Licensed Rights such that Kiniksa or its Affiliate Controls such rights as Kiniksa Know-How, Kiniksa Patent Rights, Kiniksa Manufacturing Know-How, or Kiniksa Manufacturing Patent Rights (as applicable). Upon execution of such New Third Party IP Agreement, Kiniksa will notify Partner in writing and will provide a copy of the New Third Party IP Agreement to Partner, provided that Kiniksa may only redact information that is not necessary for Partner to determine the scope of the rights sublicensed to Partner or for Partner to determine whether such New Third Party IP Agreement will relieve or modify Kiniksa’s performance of its obligations under this Agreement. Kiniksa further acknowledges and agrees that Partner is not obligated to comply with, or incur liability under, any terms of any New Third Party IP Agreement that Kiniksa fails to provide to Partner for its review and comment prior to the execution thereof in accordance with this Section 2.6.3 (Third Party In-Licenses). Further, Kiniksa will not be relieved from performing its obligations under this Agreement under or as a result of any New Third Party IP Agreement that Kiniksa fails to provide to Partner for its review and comment prior to the execution thereof in accordance with this Section 2.6.3 (Third Party In-Licenses). Each New Third Party IP Agreement will be subject to the requirements of Section 2.5.2 (Third Party IP Agreement Amendments) with respect to amendments of such New Third Party IP Agreements. The terms of this Section 2.6.3 (Third Party In-Licenses) and the payment terms under Section 2.6.4 (Responsibility for Costs) will not apply to any agreement pursuant to this Section 2.8, then (a) the applicable Patents which Kiniksa is granted rights under such Paragon Third Party Agreement shall be included within Know-How or Patent Rights that are [***] to Exploit the Licensed Antibody Patents or the Other Licensed Patents, as applicable, that are licensed to Spyre under Section 2.1, (b) Spyre shall reimburse Paragon for its pro rata share of royalties or other consideration, as mutually agreed by the Parties, for Spyre’s Development, Manufacture, Commercialization or other exploitation of a Spyre Product in the Field in the Territory in connection with a grant if Kiniksa determines that Partner need not be responsible for any costs thereunder pursuant to Spyre of Section 2.6.4 (Responsibility for Costs) (but such Patents agreement will be subject to Section 2.5.1 (the “Reimbursement Obligation”Compliance) and Section 2.5.2(Third Party IP Agreement Amendments)); provided, and however, that (ca) Spyre shall Partner is not obligated to comply with the with, or incur liability under, any terms of such Paragon any New Third Party IP Agreement that Kiniksa fails to provide to Partner for its review and comment prior to the extent applicable to Spyre as a sublicensee of such Patents. In the event of any conflict between the terms of this Agreement and any Paragon Third Party Agreement applicable to a sublicense granted by Paragon to Spyre execution thereof in accordance with this Section 2.8, the terms of the Paragon 2.6.3 (Third Party In-Licenses) and (b) Kiniksa will not be relieved from performing its obligations under this Agreement shall control solely under or as a result of any such New Third Party IP Agreement that Kiniksa fails to provide to Partner for its review and comment prior to the extent necessary for the Parties to maintain compliance execution thereof in accordance with such Paragon this Section 2.6.3 (Third Party AgreementIn-Licenses). Spyre shall comply with In addition, if any agreement pursuant to which Kiniksa obtains rights to any Kiniksa Identified Rights does not include the Reimbursement Obligation by paying to Paragon any amounts subject to the Reimbursement Obligation within the earlier of Territory (i) [***] days after Spyre’s receipt from Paragon of an invoice for such payment, and (ii) the date when such payment is due to the counterparty licensor because Partner declines a sublicense under the applicable Paragon Kiniksa Identified Rights and Kiniksa is able to obtain rights under such Kiniksa Identified Rights that exclude the Territory), then the payment terms under Section 2.6.4 (Responsibility for Costs) will not apply to such agreement, such agreement will not be a New Third Party IP Agreement for purposes of this Agreement, provided that and the Know-How and Patent Rights licensed to Kiniksa pursuant to such payment shall Agreement will not be due prior to the date when such amounts are payable deemed “Controlled” by Paragon to the counterparty licensor under the applicable Paragon Third Party Kiniksa for purposes of this Agreement.. ​ ​

Third Party In-Licenses. If Paragon (Prior to Kiniksa’s or its Affiliate) enters into any in-license ’s execution of an agreement with a Third Party after the Effective Date with respect to acquire or license any Patent Kiniksa Identified Rights or Partner Identified Rights that would, would be licensed to Partner hereunder if Controlled by ParagonKiniksa or its Affiliates (together, be included within the “New Kiniksa In-Licensed Antibody Patents or the Other Licensed Patents (each Rights” and any such agreement, a “Paragon New Third Party IP Agreement,” and together with the Regeneron License Agreement, the “Third Party IP Agreements”), Paragon shall notify Spyre in writing that it entered into such Paragon Third Party Agreement and Kiniksa will provide Partner with a copy of such Paragon the proposed New Third Party IP Agreement from which copy Kiniksa may only redact information that is not necessary for Partner to Spyre, which may be redacted solely concerning [***] determine the scope of the rights sublicensed to Partner or other confidential for Partner to determine whether such New Third Party IP Agreement will relieve or modify Kiniksa’s performance of its obligations under this Agreement and Partner will have an opportunity to review and comment on the terms not of the proposed New Third Party IP Agreement that are applicable to sublicenseesthe Territory, the performance of Kiniksa’s obligations under this Agreement, and other material terms thereof, including any payments that Kiniksa or its Affiliates would be obligated to pay in connection with the grant, maintenance, or exercise of a license or sublicense thereunder (as applicable) to Partner. Spyre shall To the extent Kiniksa is able to exclude the Territory from the territory of such proposed New Third Party IP Agreement, Partner will have the right, by delivery of notice right to Paragon, to elect decline to take a sublicense under such Patents in-licensed by Paragon under such Paragon proposed New Third Party IP Agreement. If Spyre elects Partner does not decline a sublicense under such proposed New Third Party IP Agreement or if Kiniksa is not able to become exclude the Territory from the territory of such proposed New Third Party IP Agreement, ​ then Kiniksa will take into consideration Partner’s reasonable comments with respect to such New Third Party IP Agreement and Kiniksa will use reasonable efforts to ensure that such New Third Party IP Agreement includes the right to grant a sublicensee thereunder sublicense to Partner in the Field in the Territory under the applicable New Kiniksa In-Licensed Rights such that Kiniksa or its Affiliate Controls such rights as Kiniksa Know-How or Kiniksa Patent Rights (as applicable). Upon execution of such New Third Party IP Agreement, Kiniksa will notify Partner in writing and will provide a copy of the New Third Party IP Agreement to Partner, provided that Kiniksa may only redact information that is not necessary for Partner to determine the scope of the rights sublicensed to Partner or for Partner to determine whether such New Third Party IP Agreement will relieve or modify Kiniksa’s performance of its obligations under this Agreement. Kiniksa further acknowledges and agrees that Partner is not obligated to comply with, or incur liability under, any terms of any New Third Party IP Agreement that Kiniksa fails to provide to Partner for its review and comment prior to the execution thereof in accordance with this Section 2.7.3 (Third Party In-Licenses). Further, Kiniksa will not be relieved from performing its obligations under this Agreement under or as a result of any New Third Party IP Agreement that Kiniksa fails to provide to Partner for its review and comment prior to the execution thereof in accordance with this Section 2.7.3 (Third Party In-Licenses). Each New Third Party IP Agreement will be subject to the requirements of Section 2.6.2 (Third Party IP Agreement Amendments) with respect to amendments of such New Third Party IP Agreements. The terms of this Section 2.7.3 (Third Party In-Licenses) and the payment terms under Section 2.7.4 (Responsibility for Costs) will not apply to any agreement pursuant to this Section 2.8, then (a) the applicable Patents which Kiniksa is granted rights under such Paragon Third Party Agreement shall be included within Know-How or Patent Rights that are [***] to Exploit the Licensed Antibody Patents or the Other Licensed Patents, as applicable, that are licensed to Spyre under Section 2.1, (b) Spyre shall reimburse Paragon for its pro rata share of royalties or other consideration, as mutually agreed by the Parties, for Spyre’s Development, Manufacture, Commercialization or other exploitation of a Spyre Product in the Field in the Territory in connection with a grant if Kiniksa determines that Partner need not be responsible for any costs thereunder pursuant to Spyre of Section 2.7.4 (Responsibility for Costs) (but such Patents agreement will be subject to Section 2.6.1 (the “Reimbursement Obligation”Compliance) and Section 2.6.2 (Third Party IP Agreement Amendments)); provided, and however, that (ca) Spyre shall Partner is not obligated to comply with the with, or incur liability under, any terms of such Paragon any New Third Party IP Agreement that Kiniksa fails to provide to Partner for its review and comment prior to the extent applicable to Spyre as a sublicensee of such Patents. In the event of any conflict between the terms of this Agreement and any Paragon Third Party Agreement applicable to a sublicense granted by Paragon to Spyre execution thereof in accordance with this Section 2.8, the terms of the Paragon 2.7.3 (Third Party In-Licenses) and (b) Kiniksa will not be relieved from performing its obligations under this Agreement shall control solely under or as a result of any such New Third Party IP Agreement that Kiniksa fails to provide to Partner for its review and comment prior to the extent necessary for the Parties to maintain compliance execution thereof in accordance with such Paragon this Section 2.7.3 (Third Party AgreementIn-Licenses). Spyre shall comply with In addition, if any agreement pursuant to which Kiniksa obtains rights to any Kiniksa Identified Rights does not include the Reimbursement Obligation by paying to Paragon any amounts subject to the Reimbursement Obligation within the earlier of Territory (i) [***] days after Spyre’s receipt from Paragon of an invoice for such payment, and (ii) the date when such payment is due to the counterparty licensor because Partner declines a sublicense under the applicable Paragon Kiniksa Identified Rights and Kiniksa is able to obtain rights under such Kiniksa Identified Rights that exclude the Territory), then the payment terms under Section 2.7.4 (Responsibility for Costs) will not apply to such agreement, such agreement will not be a New Third Party IP Agreement for purposes of this Agreement, provided that and the Know-How and Patent Rights licensed to Kiniksa pursuant to such payment shall Agreement will not be due prior to the date when such amounts are payable deemed “Controlled” by Paragon to the counterparty licensor under the applicable Paragon Third Party Kiniksa for purposes of this Agreement.

Third Party In-Licenses. If Paragon Calliditas shall be responsible for all payments associated with any agreements related to the Licensed Intellectual Property that exist as of the Effective Date, except as otherwise agreed by Partner in writing. In the event that, after the Effective Date, (a) Calliditas or its AffiliateAffiliates acquire Control of Licensed Intellectual Property, or (b) enters an entity (other than an Acquirer) becomes an Affiliate of Calliditas, which entity Controls Licensed Intellectual Property; and, in either such event Calliditas or its Affiliate or such entity owes payments or is subject to other restrictions or obligations in respect of such Licensed Intellectual Property, Calliditas shall notify Partner of the existence of such restrictions or obligations. Partner shall have the right to decline a license under the applicable Licensed Intellectual Property or take such license, provided that if Partner elects to take such a license, Partner be obliged to enter into a separate agreement with Calliditas or its Affiliates sufficient to enable Calliditas and its Affiliates to comply with the applicable restrictions or obligations owed. Unless and until the Partner elects to take such a license and executes such separate agreement with Calliditas or its Affiliates, the relevant Licensed Intellectual Property shall be deemed to be excluded from the definitions of “Licensed Patents”, “Licensed Know-How” and “Licensed Intellectual Property” for all purposes except this Article 3.6. Partner shall be responsible for all payments due to any third party to the extent triggered (in whole or in part) by the grant of such license to Partner or exercise by Partner of such license; provided that, with respect to Licensed Intellectual Property of which Calliditas or its Affiliates acquire Control by way of an in-license agreement with a Third Party after the Effective Date, Partner shall only be responsible for such payments in respect of such Licensed Intellectual Property if: (a) Calliditas was not in breach of Article 10.2(n) as at the Effective Date with respect specific reference to any Patent that would, if Controlled by Paragon, be included within the relevant Licensed Antibody Patents or the Other Licensed Patents (each such agreement, a “Paragon Third Party Agreement”), Paragon shall notify Spyre in writing that it entered into such Paragon Third Party Agreement and provide a copy of such Paragon Third Party Agreement to Spyre, which may be redacted solely concerning [***] or other confidential terms not applicable to sublicensees. Spyre shall have the right, by delivery of notice to Paragon, to elect to take a sublicense under such Patents in-licensed by Paragon under such Paragon Third Party Agreement. If Spyre elects to become a sublicensee thereunder pursuant to this Section 2.8, then (a) the applicable Patents under such Paragon Third Party Agreement shall be included within the Licensed Antibody Patents or the Other Licensed Patents, as applicable, that are licensed to Spyre under Section 2.1, Intellectual Property; and (b) Spyre shall reimburse Paragon for its pro rata share of royalties where such in-license relates only to Licensed Intellectual Property necessary or other consideration, as mutually agreed by the Parties, for Spyre’s Development, Manufacture, Commercialization or other exploitation of a Spyre Product useful in the Field in the Territory in connection with a grant to Spyre of such Patents (the “Reimbursement Obligation”), and (c) Spyre shall comply with the terms of such Paragon Third Party Agreement to the extent applicable to Spyre as a sublicensee of such Patents. In the event of any conflict between the terms of this Agreement and any Paragon Third Party Agreement applicable to a sublicense granted by Paragon to Spyre in accordance with this Section 2.8, the terms of the Paragon Third Party Agreement shall control solely to the extent necessary for the Parties to maintain compliance with such Paragon Third Party Agreement. Spyre shall comply with the Reimbursement Obligation by paying to Paragon any amounts subject to the Reimbursement Obligation within the earlier of Partner Territory: (i) [***] days Calliditas has informed Partner of the need of obtaining such in-license promptly upon Calliditas’ becoming aware of such need and, in any event, as soon as reasonably possible after Spyre’s receipt from Paragon of an invoice (or preferably prior to) commencing negotiations for such payment, and in-license with such Third Party licensor; (ii) prior to executing such license with the date when Third Party, Partner has not notified Calliditas that it wishes to obtain such payment is due to necessary license from the counterparty licensor under the applicable Paragon Third Party Agreement, directly (rather than in form of a sublicense from Calliditas); and (iii) Partner has been given the opportunity to join the negotiations on such in-license together with Calliditas from commencement of substantive detailed negotiations onwards; provided that such payment the foregoing provisions of this Article 3.6(b) shall not be due prior to apply where such in-license covers Patents or Know-How other than solely Patents and Know-How necessary or useful in the date when such amounts are payable by Paragon to the counterparty licensor under the applicable Paragon Third Party AgreementPartner Territory.

Third Party In-Licenses. If Paragon (During the Term, if either Party identifies any Patent Right or its Affiliate) enters into any in-license agreement with Know- How owned or controlled by a Third Party after the Effective Date with respect that it reasonably believes may be necessary or reasonably useful to Exploit any Patent that would, if Controlled by Paragon, be included within the Licensed Antibody Patents or the Other Licensed Patents (each such agreement, a “Paragon Third Party Agreement”), Paragon shall notify Spyre in writing that it entered into such Paragon Third Party Agreement and provide a copy of such Paragon Third Party Agreement to Spyre, which may be redacted solely concerning [***] or other confidential terms not applicable to sublicensees. Spyre shall have the right, by delivery of notice to Paragon, to elect to take a sublicense under such Patents in-licensed by Paragon under such Paragon Third Party Agreement. If Spyre elects to become a sublicensee thereunder pursuant to this Section 2.8, then (a) the applicable Patents under such Paragon Third Party Agreement shall be included within the Licensed Antibody Patents or the Other Licensed Patents, as applicable, that are licensed to Spyre under Section 2.1, (b) Spyre shall reimburse Paragon for its pro rata share of royalties or other consideration, as mutually agreed by the Parties, for Spyre’s Development, Manufacture, Commercialization or other exploitation of a Spyre Product in the Field in the Coherus Territory (other than a Third Party License Agreement), or absent a license or agreement with such Third Party to such intellectual property, would be infringed by the Exploitation of any Licensed Antibody or Licensed Product in connection with a grant to Spyre of such Patents the Field in the Coherus Territory (the “Reimbursement ObligationAdditional Third Party IP”), and (c) Spyre shall comply then it may raise such matter with the terms of such Paragon JDC. Unless otherwise agreed by the Parties, neither Party will enter into an agreement with a Third Party Agreement to obtain a license, covenant not to xxx, or other similar rights under any such Patent Right or Know-How (each, an “Additional Third Party License”) for a period of three months after first raising the matter to the extent JDC unless during such three month period the Parties agree in writing on the cost-sharing terms applicable to Spyre as a sublicensee of any such Patents. In the event of any conflict Additional Third Party License between the Parties and the other terms on which the applicable Party might sublicense rights to the other Party under such Additional Third Party IP. Any such agreement between the Parties should be effective prior to or concurrently with the execution of the Additional Third Party License. If the Parties do not enter into such written agreement within such three month period (or such other period as may be agreed) or the Parties otherwise agree, then the Party desiring to enter into the Additional Third Party License may do so, and such Additional Third Party IP will not be deemed Controlled by the Party that is party to such Additional Third Party License for purposes of this Agreement and Agreement. Unless the Parties otherwise agree, Coherus may deduct any Paragon royalties paid by Coherus to Junshi in consideration for any such sublicensed rights under any Additional Third Party Agreement applicable to a sublicense granted by Paragon to Spyre IP in accordance with this Section 2.8, the terms of the Paragon 8.4(c)(iii) (Reduction for Additional Third Party Agreement shall control solely IP). If Coherus is the party to an Additional Third Party License, then Coherus may deduct any royalties paid by Coherus to the extent necessary for the Parties to maintain compliance with such Paragon Third Party Agreement. Spyre shall comply in consideration for any such sublicensed rights in accordance with the Reimbursement Obligation by paying to Paragon any amounts subject to the Reimbursement Obligation within the earlier of Section 8.4(c)(iii) (i) [***] days after Spyre’s receipt from Paragon of an invoice Reduction for such payment, and (ii) the date when such payment is due to the counterparty licensor under the applicable Paragon Additional Third Party Agreement, provided that such payment shall not be due prior to the date when such amounts are payable by Paragon to the counterparty licensor under the applicable Paragon Third Party AgreementIP).