Common use of Third Party In-Licenses Clause in Contracts

Third Party In-Licenses. During the Term, if either Party identifies any Patent Right or Know- How owned or controlled by a Third Party that it reasonably believes may be necessary or reasonably useful to Exploit any Licensed Antibody or Licensed 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 the Field in the Coherus Territory (“Additional Third Party IP”), then it may raise such matter with the JDC. Unless otherwise agreed by the Parties, neither Party will enter into an agreement with a Third Party 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 JDC unless during such three month period the Parties agree in writing on the cost-sharing terms applicable to any such 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. Unless the Parties otherwise agree, Coherus may deduct any royalties paid by Coherus to Junshi in consideration for any such sublicensed rights under any Additional Third Party IP in accordance with Section 8.4(c)(iii) (Reduction for Additional Third Party IP). If Coherus is the party to an Additional Third Party License, then Coherus may deduct any royalties paid by Coherus to the Third Party in consideration for any such sublicensed rights in accordance with Section 8.4(c)(iii) (Reduction for Additional Third Party IP).

Third Party In-Licenses. During the Term, if either Party identifies any Patent Right Prior to Kiniksa’s or Know- How owned or controlled by its Affiliate’s execution of an agreement with a Third Party to acquire or license any Kiniksa Identified Rights or Partner Identified Rights that it reasonably believes would be licensed to Partner hereunder if Controlled by Kiniksa or its Affiliates (together, “New Kiniksa In-Licensed Rights” and any such agreement, a “New Third Party IP Agreement,” and together with the Existing In-Licenses, the “Third Party IP Agreements”), Kiniksa will provide Partner with a copy of the proposed New Third Party IP Agreement from which copy 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 and Partner will have an opportunity to review and comment on the terms of the proposed New Third Party IP Agreement that ​ ​ are applicable to the 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. 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 to decline to take a sublicense under such proposed New Third Party IP Agreement. If Partner does not decline a sublicense under such proposed New Third Party IP Agreement or if Kiniksa is not able to 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 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 reasonably useful 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 which Kiniksa is granted rights under Know-How or Patent Rights that are [***] to Exploit any Licensed Antibody or the Licensed Product in the Field in the Coherus Territory if Kiniksa determines that Partner need not be responsible for any costs thereunder pursuant to Section 2.6.4 (Responsibility for Costs) (but such agreement will be subject to Section 2.5.1 (Compliance) and Section 2.5.2(Third Party IP Agreement Amendments)); provided, however, that (a) 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) and (b) Kiniksa will not be relieved from performing its obligations under this Agreement 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 execution thereof in accordance with this Section 2.6.3 (Third Party In-Licenses). In addition, if any agreement pursuant to which Kiniksa obtains rights to any Kiniksa Identified Rights does not include the Territory (other than because Partner declines a Third Party License Agreement), or absent a license or agreement with sublicense under the applicable Kiniksa Identified Rights and Kiniksa is able to obtain rights under such Third Party to such intellectual property, would be infringed by Kiniksa Identified Rights that exclude the Exploitation of any Licensed Antibody or Licensed Product in the Field in the Coherus Territory (“Additional Third Party IP”Territory), then it may raise the payment terms under Section 2.6.4 (Responsibility for Costs) will not apply to such matter with the JDC. Unless otherwise agreed by the Partiesagreement, neither Party such agreement will enter into an agreement with not be a New Third Party to obtain a licenseIP Agreement for purposes of this Agreement, covenant not to xxx, or other similar rights under any such Patent Right or and the Know-How (each, an “Additional Third Party License”) for a period of three months after first raising the matter and Patent Rights licensed to the JDC unless during Kiniksa pursuant to such three month period the Parties agree in writing on the cost-sharing terms applicable to any such 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 Agreement will not be deemed Controlled “Controlled” by the Party that is party to such Additional Third Party License Kiniksa for purposes of this Agreement. Unless the Parties otherwise agree, Coherus may deduct any royalties paid by Coherus to Junshi in consideration for any such sublicensed rights under any Additional Third Party IP in accordance with Section 8.4(c)(iii) (Reduction for Additional Third Party IP). If Coherus is the party to an Additional Third Party License, then Coherus may deduct any royalties paid by Coherus to the Third Party in consideration for any such sublicensed rights in accordance with Section 8.4(c)(iii) (Reduction for Additional Third Party IP).​ ​

Third Party In-Licenses. During the Term, if either Party identifies any Patent Right Prior to Kiniksa’s or Know- How owned or controlled by its Affiliate’s execution of an agreement with a Third Party to acquire or license any Kiniksa Identified Rights or Partner Identified Rights that it reasonably believes would be licensed to Partner hereunder if Controlled by Kiniksa or its Affiliates (together, “New Kiniksa In-Licensed Rights” and any such agreement, a “New Third Party IP Agreement,” and together with the Regeneron License Agreement, the “Third Party IP Agreements”), Kiniksa will provide Partner with a copy of the proposed New Third Party IP Agreement from which copy 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 and Partner will have an opportunity to review and comment on the terms of the proposed New Third Party IP Agreement that are applicable to the 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. 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 to decline to take a sublicense under such proposed New Third Party IP Agreement. If Partner does not decline a sublicense under such proposed New Third Party IP Agreement or if Kiniksa is not able to 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 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 reasonably useful 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 which Kiniksa is granted rights under Know-How or Patent Rights that are [***] to Exploit any Licensed Antibody or the Licensed Product in the Field in the Coherus Territory if Kiniksa determines that Partner need not be responsible for any costs thereunder pursuant to Section 2.7.4 (Responsibility for Costs) (but such agreement will be subject to Section 2.6.1 (Compliance) and Section 2.6.2 (Third Party IP Agreement Amendments)); provided, however, that (a) 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) and (b) Kiniksa will not be relieved from performing its obligations under this Agreement 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 execution thereof in accordance with this Section 2.7.3 (Third Party In-Licenses). In addition, if any agreement pursuant to which Kiniksa obtains rights to any Kiniksa Identified Rights does not include the Territory (other than because Partner declines a Third Party License Agreement), or absent a license or agreement with sublicense under the applicable Kiniksa Identified Rights and Kiniksa is able to obtain rights under such Third Party to such intellectual property, would be infringed by Kiniksa Identified Rights that exclude the Exploitation of any Licensed Antibody or Licensed Product in the Field in the Coherus Territory (“Additional Third Party IP”Territory), then it may raise the payment terms under Section 2.7.4 (Responsibility for Costs) will not apply to such matter with the JDC. Unless otherwise agreed by the Partiesagreement, neither Party will enter into an agreement with a Third Party 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 JDC unless during such three month period the Parties agree in writing on the cost-sharing terms applicable to any such 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 will not 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 a New Third Party IP will not be deemed Controlled by the Party that is party to such Additional Third Party License Agreement for purposes of this Agreement. Unless , and the Parties otherwise agree, Coherus may deduct any royalties paid Know-How and Patent Rights licensed to Kiniksa pursuant to such Agreement will not be deemed “Controlled” by Coherus to Junshi in consideration Kiniksa for any such sublicensed rights under any Additional Third Party IP in accordance with Section 8.4(c)(iii) (Reduction for Additional Third Party IP). If Coherus is the party to an Additional Third Party License, then Coherus may deduct any royalties paid by Coherus to the Third Party in consideration for any such sublicensed rights in accordance with Section 8.4(c)(iii) (Reduction for Additional Third Party IP)purposes of this Agreement.

Third Party In-Licenses. During Calliditas shall be responsible for all payments associated with any agreements related to the TermLicensed Intellectual Property that exist as of the Effective Date, if either Party identifies any Patent Right except as otherwise agreed by Partner in writing. In the event that, after the Effective Date, (a) Calliditas or Know- How owned its Affiliates acquire Control of Licensed Intellectual Property, or controlled by a Third Party that it reasonably believes may be necessary or reasonably useful to Exploit any Licensed Antibody or Licensed Product in the Field in the Coherus Territory (b) an entity (other than a Third Party License Agreement)an Acquirer) becomes an Affiliate of Calliditas, which entity Controls Licensed Intellectual Property; and, in either such event Calliditas or absent 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 agreement with take such Third Party license, provided that if Partner elects to take such intellectual property, would be infringed by the Exploitation of any Licensed Antibody or Licensed Product in the Field in the Coherus Territory (“Additional Third Party IP”), then it may raise such matter with the JDC. Unless otherwise agreed by the Parties, neither Party will enter into an agreement with a Third Party 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 JDC unless during such three month period the Parties agree in writing on the cost-sharing terms applicable to any such 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 Partner 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 obliged to enter into a separate agreement with Calliditas or its Affiliates sufficient to enable Calliditas and its Affiliates to comply with the Additional Third Party License may do soapplicable 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, and such Additional Third Party IP will not the relevant Licensed Intellectual Property shall be deemed Controlled 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 Party that is party grant of such license to Partner or exercise by Partner of such Additional Third Party License license; provided that, with respect to Licensed Intellectual Property of which Calliditas or its Affiliates acquire Control by way of an in-license after the Effective Date, Partner shall only be responsible for purposes such payments in respect of this Agreement. Unless the Parties otherwise agree, Coherus may deduct any royalties paid by Coherus to Junshi in consideration for any such sublicensed rights under any Additional Third Party IP in accordance with Section 8.4(c)(iii) (Reduction for Additional Third Party IP). If Coherus is the party to an Additional Third Party License, then Coherus may deduct any royalties paid by Coherus to the Third Party in consideration for any such sublicensed rights in accordance with Section 8.4(c)(iii) (Reduction for Additional Third Party IP).Licensed Intellectual Property if: