Common use of Third Party Intellectual Property Clause in Contracts

Third Party Intellectual Property. Acceleron shall not enter into an agreement with a Third Party to obtain a license under Third Party Intellectual Property that solely covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory (including rights of a pending patent application that are reasonably expected to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property Notice”). With respect to such a (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Property.

Third Party Intellectual Property. Acceleron The conduct of activities under the Research Plan will use Patent Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, subject to the terms and conditions of the UCB Agreements. 4DMT shall not enter into an agreement with a be solely responsible for all obligations under the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether any Third Party Patent Rights or Know-How, other than Patent Rights or Know-How licensed by 4DMT pursuant to obtain a license the UCB Agreements, will be utilized in the conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of Third Party Intellectual Property that solely covers the offering for sale, selling, making, having made, using Patent Rights or importing Licensed Compounds or Licensed Products Know-How in the Field Research Program. If the Parties mutually agree to use any inventions claimed in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the Territory (including rights UCB Agreements, and if such use would require the payment of a pending patent application that are reasonably expected additional consideration to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property Notice”). With respect from which the Patent Rights or Know-How was licensed or acquired, then such Patent Right or Know-How shall be deemed under the Control of 4DMT, provided that uniQure expressly agrees in writing to bear any such a (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with additional consideration actually to be paid by 4DMT to the Third Party and provide Celgene with copies of all draft agreements; (iiwhich amounts uniQure may offset pursuant to Section 6.4(c)(ii)) Celgene may provide comments and suggestions with respect to the negotiation Development, manufacture or Commercialization of the agreement with the Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights to obtain from a Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms independent of this Agreement4DMT, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party other right with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly ’s Patent Rights or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual PropertyKnow-How.

Third Party Intellectual Property. Acceleron shall not enter into an agreement with a Third Party to obtain a license under (a) Where the Supplier uses any Supplier Third Party Intellectual Property that solely covers in connection with the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in provision of the Field in the Territory (including rights of a pending patent application that are reasonably expected to issue) without first offering Celgene the opportunity to contact Services and such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers cannot lawfully be used for the offering purposes of this Agreement without a licence to HSBC, other relevant Service Recipients and/or Authorised Users from such Third Party (or a sub-licence from the Supplier to HSBC, other relevant Service Recipients and/or Authorised Users), the Supplier shall secure or grant to HSBC, other relevant Service Recipients and Authorised Users (without charge and for salethe benefit of Service Recipients and Authorised Users save as set out in paragraph 1.1(e) of Appendix 5‑A Schedule 5 (Charges)) a royalty-free, selling, making, having made, using non-exclusive licence or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of sub-licence to use the Third Party Intellectual Property for the provision of the Services (whether by HSBC, any other Service Recipients, Authorised User and/or a “Successor Supplier) upon terms that include the Extended Terms. All costs payable in respect of such licence during the term of this Agreement shall be to the account of the Supplier save as set out in paragraph 1.1(e) of Appendix 5‑A of Schedule 5 (Charges). (b) If it is reasonably necessary for the provision of the Services that the Supplier is licensed to use any HSBC Third Party Intellectual Property, HSBC shall secure or grant (without charge to the Supplier) a non-exclusive, royalty-free licence or sub-licence to use such RESTRICTED – Further Amended and Restated Global Outsourcing Services Agreement 43 HSBC Global Services (UK) Limited/GP Strategies Limited Further Amended and Restated Global Outsourcing Services Agreement ¨ 2018 HSBC Third Party Intellectual Property Notice”). With respect on terms to such a (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions with respect be notified to the negotiation Supplier by HSBC from time to time, for the purpose only of fulfilling the agreement Supplier's obligations under this Agreement and only to the extent necessary for that purpose. The Supplier represents, warrants and undertakes to HSBC (on behalf of HSBC and each other relevant Service Recipient), not to use or otherwise deal with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such HSBC Third Party Intellectual Property is sublicensable to Celgene for any other purpose. (c) The parties acknowledge and agree that where the Supplier in accordance with the terms a Service Order arranges for an employee of this AgreementHSBC, treating other relevant Service Recipients and/or Authorised Users to attend or participate in a Course (unless otherwise agreed by the Partieswhether at HSBC Premises, Third Party Supplier premises or electronically) the where a Third Party Supplier or a Sub-Contractor uses its standard pre-existing Third Party Intellectual Property which has not been developed, configured or customised in any way for HSBC, other relevant Service Recipients and/or Authorised Users (save for customisations to identify the date, location, event, HSBC, Service Recipient, Authorised User or other customisations which do not alter the Course in any substantive way), then, unless specified otherwise in a Service Order, the extent of the rights to use the relevant Third Party Intellectual Property which the Supplier must secure for HSBC, other relevant Service Recipients and/or Authorised Users is limited to such rights as Acceleron Know-How or Acceleron Patent Rights hereunder required to use and treating receive the agreement licensing such benefit of the relevant Third Party Intellectual Property in the same way manner as would be expected for an attendee of the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron Course who is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii)an employee of HSBC, then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Propertyrelevant Service Recipient and/or Authorised User.

Third Party Intellectual Property. Acceleron The conduct of activities under the Research Plan may use Patent Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, subject to the terms and conditions of the UCB Agreements. 4DMT shall not enter into an agreement with a be solely responsible for all obligations under the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether any Third Party Patent Rights or Know-How, other than Patent Rights or Know-How licensed by 4DMT pursuant to obtain a license the UCB Agreements, will be utilized in the conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of Third Party Intellectual Property that solely covers the offering for sale, selling, making, having made, using Patent Rights or importing Licensed Compounds or Licensed Products Know-How in the Field Research Program. If the Parties mutually agree to use any inventions claimed in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the Territory (including rights UCB Agreements, and if such use would require the payment of a pending patent application that are reasonably expected additional consideration to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property Notice”). With respect from which the Patent Rights or Know-How was licensed or acquired, then such Patent Right or Know-How shall be deemed under the Control of 4DMT, provided that uniQure expressly agrees in writing to bear any such a (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with additional consideration actually to be paid by 4DMT to the Third Party and provide Celgene with copies of all draft agreements; (iiwhich amounts uniQure may offset pursuant to Section 6.2(c)(ii)) Celgene may provide comments and suggestions with respect to the negotiation Development, manufacture or Commercialization of the agreement with the Royalty Bearing Constructs or Royalty Bearing Products. For clarity, nothing in this Section 3.4 shall limit uniQure’s rights to obtain from a Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms independent of this Agreement4DMT, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party other right with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly ’s Patent Rights or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual PropertyKnow-How.

Third Party Intellectual Property. Acceleron shall not enter If after the Effective Date, a Party proposes to either: (a) use with or incorporate into an agreement with a Product Patent Rights or Know-How from a Third Party or (b) to obtain license or acquire rights from a license under Third Party Patent Rights or Know-How to be used or practiced solely in connection with Exploitation of a Product hereunder, in each case where such use or incorporation would require the payment of amounts to a Third Party or would impose other obligations or conditions with respect to such Exploitation (other than in connection with a settlement of an Infringement Claim pursuant to Section 8.5 (Claimed Infringement) (such licensed or acquired Patent Rights or Know-How referred to in (a) and (b), “Third Party Intellectual Property”), then the following shall apply: 7.5.1 Before using the Third Party Intellectual Property in connection with the Exploitation of a Product (or, in the case of clause (b) above, before licensing or acquiring such Third Party Intellectual Property), the Party proposing to use, incorporate, license or acquire such Third Party Intellectual Property (“Proposing Party”) shall notify the JSC in writing of the Third Party Intellectual Property and provide to the JSC a copy of the contract pursuant to which the Proposing Party licensed or acquired rights to such Third Party Intellectual Property (or, in the case of clause (b) above, any and all financial and other terms proposed by the potential Third Party that solely covers would apply if the offering Third Party Intellectual Property were licensed or acquired and applied to the applicable Product(s)) (such notice, the “Proposing Party Notice”); and 7.5.2 The JSC shall meet to discuss and determine, and shall notify the Proposing Party [***] after receipt of the Proposing Party Notice, whether it approves the use or incorporation of the Third Party Intellectual Property in the Exploitation of the applicable Product(s) in the Field under this Agreement. If the JSC approves the use of such Third Party Intellectual Property, the Parties shall be jointly responsible for saleall obligations under the contract pursuant to which such Third Party Intellectual Property was licensed or acquired that would accrue based on the practice of such Third Party Intellectual Property for purposes of the Exploitation of Products under this Agreement, sellingprovided that to the extent that any payments made by the Proposing Party under the applicable agreement to license or acquire Third Party Intellectual Property are not attributable to Exploiting Products under this Agreement in the U.S., makingGreater China or Xxxxxxx Territory (which determination shall be made by the Finance Working Group), having madebut are attributable to the general licensing or acquisition of rights to such Third Party Intellectual Property, using a reasonable portion of such amounts as determined by the Finance Working Group shall be allocated to the Exploitation of Products in the U.S., Greater China and Xxxxxxx Territory and taken into account in determining Pre-Tax Profit or importing Licensed Compounds Loss (for clarity, the Finance Working Group shall also allocate such amounts between the U.S. and Xxxxxxx Territory on the one hand, and Greater China on the other hand, to the extent such amounts are not specific to U.S. or Licensed Xxxxxxx Territory on the one hand, or Greater China on the other hand). Additionally, with respect to Third Party Intellectual Property, the rights to which have not yet been licensed or acquired, the JSC may designate a Party to use Diligent Efforts to obtain such rights under such Third Party Intellectual Property, with the terms of such license or other agreement (economic or otherwise) to be subject to JSC approval. 7.5.3 Any amounts paid to any Third Party to license or acquire any Third Party Intellectual Property which the JSC has approved for use in the Exploitation of the Products under this Agreement pursuant to this Section 7.5 to the extent attributable to Exploiting Products in the Field in the U.S., Greater China or Xxxxxxx Territory (including rights of a pending patent application that are reasonably expected or otherwise allocated thereto by the Finance Working Group pursuant to issueSection 7.5.2) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property NoticeIP Costs”). With respect to such a (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene be taken into account in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Knowdetermining Pre-How Tax Profit or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including Loss as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual PropertyFinancial Exhibit.

Third Party Intellectual Property. Acceleron shall not enter into an agreement with a Third Party to obtain a license under Third Party Intellectual Property that solely covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory (including rights of a pending patent application that are reasonably expected to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to any Third Party Intellectual Property Information, inventions or Patents that covers are in-licensed or otherwise acquired by Licensor and fall within the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, definition of the Third Party Intellectual Property (a “Third Party Intellectual Property Notice”). With respect to such a (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Licensor Background Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Licensor Background Patents, including any Information, inventions or Patents that were in-licensed pursuant to an In-License Agreement (collectively, “Third Party Intellectual Property in Technology”), the same way as following shall apply: 5.7.1 In the case of Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able Technology in-licensed by Licensor pursuant to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating CostsExisting In-License Agreement, (ya) development Licensor shall be solely responsible for any milestone payments owed payments, royalties or other amounts that become owing to such Third Party at any time prior to the Option Exercise Date for the Collaboration Program for which such Existing In-License Agreement applies and (b) commencing on the Option Exercise Date for the Collaboration Program for which such Existing In-License Agreement applies, Licensor shall be (i) initially responsible for any royalties that are required become owing to be paid as a result such Third Party solely by reason of the Development AbbVie’s Commercialization of Licensed Compounds Products that use such Third Party Technology, and (ii) solely responsible for any milestone payments or other non-royalty payments owing to such Third Party by reason of AbbVie’s Development or Commercialization of Licensed Products that use such Third Party Technology. [***]. 5.7.2 Licensor may [***]. 5.7.3 To the extent that any such payments made by Licensor under an agreement to acquire Third Party Technology are not specifically attributable to the Exploitation of a Licensed Antibody or Licensed Product, but are attributable to the acquisition of rights to both (a) Third Party Technology used for the Licensed Product or Licensed Antibody and (b) Third Party Technology or other technology used for other antibodies, compounds or products, that portion of such amounts attributable to the Exploitation of a Licensed Antibody or Licensed Products shall be treated as included in Development Costs, Costs or Allowable Expenses or reimbursed to Licensor by AbbVie and (z[***] may be deducted from royalties under Section 6.5.4(b) sales milestone payments and royalties owed to such Third Party that are required to or [***] may be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties deducted from Net Sales pursuant to Section 5.6.3(c)1.209 for purposes of calculating ROW Profit, as applicable. In *** Certain information in this agreement has been omitted and filed separately with the event Securities and Exchange Commission. [***] indicates that Acceleron delivers text has been omitted and is the subject of a confidential treatment request. 5.7.4 For clarity, regardless of whether Licensor has provided AbbVie with an option to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly or indirectly (other than through Acceleron do so pursuant to this Agreement) pursue a Section 5.7.2, AbbVie or its Affiliates may choose to enter into license agreements with Third Parties as necessary or useful for AbbVie and its Affiliates, and its and their Sublicensees to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Develop, Manufacture, and Commercialize Licensed Compound or Antibody and Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual PropertyProducts.

Third Party Intellectual Property. Acceleron shall Sangamo is not enter into an agreement with a aware of, or, alternatively, has described in Schedule 7.2(d), any Patent Right or other intellectual property rights of any Third Party that could materially adversely affect Sangamo’s ability to obtain a license under Third Party Intellectual Property that solely covers consummate the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products transactions contemplated hereby with respect to (1) the experiments contemplated in the Field BT Development Plan set forth in Exhibit A, (2) the Territory Core Technology or (including rights of 3) Zinc Finger Proteins that Specifically Bind a pending patent application that are reasonably expected to issue) without first offering Celgene Gene Target (collectively, the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property NoticeInitial Subject Matter”). With respect If after the Effective Date, Biogen Idec notifies Sangamo that it is interested in amending a Research and Development Plan to research or develop a TALE Protein or CRISPR/Cas system that Specifically Binds a Gene Target, then at Biogen Idec’s request, Sangamo shall disclose to Biogen Idec all Patent Rights and other intellectual property rights of any Third Party of which Sangamo is then aware that could materially adversely affect Sangamo’s ability to perform such a amended Research and Development Plan to TALE Proteins or CRISPR/Cas systems, respectively, that Specifically Bind a Gene Target. Sangamo’s disclosure pursuant to the preceding sentence shall (x) constitute a representation of Sangamo under this Agreement as of the date of such disclosure and (y) be deemed incorporated herein by reference and a part of this Agreement. To Sangamo’s knowledge, except as identified in Schedule 7.2(d), (i) Acceleron shall keep Celgene fully informed the exercise of the status of the negotiations with the Third Party Biogen Idec’s rights granted under and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions contemplated by this Agreement with respect to the negotiation of the agreement Initial Subject Matter will not infringe or conflict with the any Third Party intellectual property rights and will not result in any obligation by Biogen Idec to any Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iiiii) Acceleron shall use Commercially Reasonable Efforts to ensure that such there are no pending Third Party Intellectual Property is sublicensable to Celgene in accordance patent applications which, if issued with the terms currently pending or published claims, would materially adversely affect the right of Biogen Idec to practice the Licensed Technology as contemplated by this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party Agreement with respect to Licensed Compounds the Initial Subject Matter. Sangamo has disclosed to Biogen Idec all information of which it is aware or Licensed Products which is in its possession or control that is material to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such evaluating any Third Party intellectual property rights which might be an obstacle to Biogen Idec’s commercialization of the Licensed Technology to the extent related to the Initial Subject Matter. Sangamo agrees to promptly notify Biogen Idec in writing in the event that are Sangamo becomes aware of any patent, trade secret or other right of the nature referred to in this Section 7.2(d). For the avoidance of doubt, a disclosure of any item or other matter in Schedule 7.2(d) is not an admission or indication that such item or other matter is required to be paid as a result disclosed, or an admission of the Development of Licensed Compounds any current or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed potential obligation or liability to such any Third Party that are required to be paid as a result or of sales any actual or potential breach or violation of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly any law or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Propertyregulation.

Third Party Intellectual Property. Acceleron shall not enter into an agreement with a Third Party Buyer and the Surviving Corporation understand that certain rights and licenses to obtain a license under use Third Party Intellectual Property that solely covers are required to provide Transition Services, and that, except as specifically contemplated by Section 5.20(b) of the offering for saleMerger Agreement, selling, making, having made, using the Surviving Corporation shall not be entitled to have possession of or importing Licensed Compounds use the Company’s or Licensed Products in the Field in the Territory (including rights of a pending patent application that are reasonably expected to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to its Subsidiaries’ Third Party Intellectual Property that covers after Closing unless the offering for saleSurviving Corporation or its Affiliates have separate licenses from the third parties. As a result: (i) Supplier or its Affiliates shall, sellingwithin 90 calendar days of the date hereof, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, provide Buyer with (i) a list of the Third Party Intellectual Property required to provide Transition Services (a “Third Party Intellectual Property Notice”identifying, where applicable, specific product names, version numbers, quantities required (e.g., number of licensed seats, CPUs or MIPS, as applicable) and maintenance and support levels). With respect to such a (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; , (ii) Celgene may provide comments a reasonable approximation of the license fees, annual maintenance and suggestions support costs with respect to the negotiation each item of the agreement with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable Property, and (iii) identification of any consents, rights or licenses that would need to Celgene in accordance be obtained with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing respect to such Third Party Intellectual Property in order to provide Transition Services; (ii) Buyer shall, during the same way 30 calendar days following receipt of such list, notify Supplier in one or more written notifications as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation particular items of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such listed Third Party Intellectual Property that covers a Licensed Compound or Licensed Product it approves for licensing (in which eventsuch approved Third Party Intellectual Property, Acceleron will promptly notify Celgene of such decisionthe “Approved Third Party Intellectual Property”), (2) Acceleron notifies Celgene it being understood that Acceleron is if Buyer does not able notify Supplier of its approval with respect to obtain a sublicensable license in accordance with clause (iii) particular item of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing within such 30-day period, it shall be deemed to have not approved such item of Third Party Intellectual Property and in such event, the conditions set forth in Section 5.3 shall not have been satisfied with respect to such item of Third Party Intellectual Property; and (iii) Supplier or its Affiliates shall, during a 60 calendar day period after obtaining Buyer’s approval with respect to a particular item of Approved Third Party Intellectual Property, promptly commence commercially reasonable efforts to obtain, if necessary, at Buyer’s sole cost and expense, any necessary rights or licenses to use such Approved Third Party Intellectual Property to provide Transition Services to the Surviving Corporation. In connection with obtaining the necessary rights or licenses to use the Approved Third Party Intellectual Property, the Supplier agrees to request in writing from the third party, to the extent requested by Buyer, (x) a provision in the license agreement that permits early termination of such license without penalty; (y) a provision in the license agreement that permits assignment of the license and any pre-paid maintenance and support to Surviving Corporation or its Affiliates without additional payments; and (z) the waiver of fees for the right to use Approved Third Party Intellectual Property already in possession of Supplier or its Affiliates for the benefit of Surviving Corporation during the term hereof. It is agreed and understood that the Supplier shall have no obligation to undertake negotiations with respect to the requests to be made pursuant to clauses (x), (y) and (z) of this Section 5.1(iii); provided that Supplier shall use commercially reasonable efforts to communicate to Buyer any counter offers made by such third party and Buyer may negotiate directly with such third party with respect to such counter offers; provided further that such negotiations shall be completed prior to the end of such 60 calendar day period. Surviving Corporation agrees to cooperate as reasonably necessary to assist Supplier with obtaining such licenses. Supplier shall not obtain Third Party Intellectual Property in connection with the provision of Transition Services if it knows that the Buyer or Surviving Corporation already has (or will have immediately following Closing) rights to such Third Party Intellectual Property.

Third Party Intellectual Property. Acceleron (a) Targacept shall not enter into an agreement with a Third Party to obtain a license under Third Party Intellectual Property that be solely covers the offering financially responsible for salesatisfying in full all costs, sellingfees and payments of all types and kinds, makingincluding, having madewithout limitation, using or importing Licensed Compounds or Licensed Products in the Field in the Territory upfront payments, annual payments, milestone payments and royalty payments (including rights of a pending patent application that are reasonably expected to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for salecollectively, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property NoticeLicense Fees”). With respect to such a (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the that are or may be owed under one or more licenses from a Third Party and provide Celgene with copies of all draft agreements; for intellectual property (ii) Celgene may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such “Third Party Intellectual Property Licenses”) if such licenses (i) are Controlled by Targacept and existing as of the Effective Date, regardless of the type of intellectual property involved, or (ii) are unanimously identified by the Joint Patent Committee prior to the exercise by GSK of its Program Option for a given Program as being licenses that are necessary for the successful Development or commercialization of Licensed Products under such Program. (b) GSK shall not have any obligation whatsoever with respect to any Third Party Intellectual Property License Fees specifically relating to any Third Party Intellectual Property Licenses obtained with respect to sales of Refused Candidate Products or Returned Licensed Products sold by Targacept, its Affiliates or Sublicensees as permitted hereunder. It is sublicensable contemplated that any such payments would be made by Targacept directly to Celgene the relevant Third Party in accordance with the terms provisions of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property Licenses. (c) Except as described in Section 6.8(a) or (b) or in Section 6.9, to the extent that after GSK exercises its Program Option for a given Program, either GSK or the Joint Patent Committee identifies other patents, know-how, or other intellectual property owned or Controlled by a Third Party and covering or claiming any Product Candidate or Licensed Product in such Program or the manufacture or use thereof in the Field, where one or more Third Party Intellectual Property Licenses is reasonably considered by GSK necessary to prevent GSK from infringing such Third Party’s Patents by the manufacture, Celgene will not directly use, import or indirectly sale of the Product Candidate or Licensed Product in the Field, GSK and Targacept shall (other than through Acceleron pursuant i) cooperate in good faith to this Agreementnegotiate a reasonable Third Party Intellectual Property License with such Third Party and (ii) pursue a license to [********] such Third Party Intellectual Property unless (1) Acceleron decides License Fees, provided however, that, with respect to not pursue a license to any Licensed Product, GSK shall pay all such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product License Fees but shall have the right to deduct [********] percent (in which event, Acceleron will promptly notify Celgene [********]%) [********] of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing License Fees paid for any Calendar Quarter from the otherwise applicable royalties payable to Targacept for such Third Party Intellectual PropertyCalendar Quarter, except that in no event shall the royalties otherwise payable to Targacept for any Calendar Quarter be reduced by more than [********] percent ([********]%). GSK shall have the right to carry forward and apply any such unused offset or deduction to which GSK is entitled against royalties payable to Targacept for future Calendar Quarters until the full amount of offset or deduction to which GSK is entitled is fully satisfied.

Third Party Intellectual Property. Acceleron shall not enter into an agreement with a Third Party to obtain a license under Third Party Intellectual Property that solely covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory (including rights of a pending patent application that are reasonably expected to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property Notice”). With respect to such aa license for such Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory, Acceleron may enter into the license for such Third Party Intellectual Property; provided that, if the Joint Development Committee or Joint Commercialization Committee, as applicable, determines that such Third Party Intellectual Property should be part of the Collaboration, then the following shall apply: (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such the Third Party Intellectual Property in the same way as the Third Party Licenses Salk License (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; , and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c5.6.3(b). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Property.

Third Party Intellectual Property. Acceleron Celgene shall not enter into an agreement with a Third Party to obtain a license under Third Party Intellectual Property that solely covers the offering for sale, selling, making, having made, using or importing Sotatercept Licensed Compounds or Sotatercept Licensed Products in the PH Field in the Territory (including rights of a pending patent application that are reasonably expected to issue) without first offering Celgene Acceleron the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Sotatercept Licensed Compounds or Sotatercept Licensed Products in the PH Field in the Territory but also covers AcceleronCelgene’s other products or compoundscompounds (including Sotatercept Licensed Compounds or Sotatercept Licensed Products outside of the PH Field), Acceleron Celgene shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “PH Field Third Party Intellectual Property Notice”). With respect to such a a license for such Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Sotatercept Licensed Compounds or Sotatercept Licensed Products in the PH Field in the Territory, Celgene may enter into the license for such Third Party Intellectual Property; provided that, if the Joint Development Committee or Joint Commercialization Committee, as applicable, determines that such Third Party Intellectual Property should be part of the Collaboration, then the following shall apply: (i) Acceleron Celgene shall keep Celgene Acceleron fully informed of the status of the negotiations with the Third Party and provide Celgene Acceleron with copies of all draft agreements; (ii) Celgene Acceleron may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and Acceleron Celgene shall reasonably consider all comments and suggestions reasonably recommended by CelgeneAcceleron; (iii) Acceleron Celgene shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene Acceleron in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Celgene Know-How or Acceleron Celgene Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5)hereunder, except for payment obligations; provided that, if Acceleron Celgene is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron Celgene shall promptly so notify Celgene Acceleron and shall exclude from any such license that Acceleron Celgene obtains the offering for sale, selling, making, having made, using or importing Sotatercept Licensed Compounds or Sotatercept Licensed Products in the PH Field in the Territory; , and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Sotatercept Licensed Compounds or Sotatercept Licensed Products to in the PH Field for which Acceleron shall be treated as either Development Costs or Operating Costsresponsible, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Sotatercept Licensed Compounds or Sotatercept Licensed Products in the PH Field shall be treated as Development Costsborne by Acceleron, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Sotatercept Licensed Products in the PH Field shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c5.7.3(b). In the event that Acceleron Celgene delivers to Celgene Acceleron a PH Field Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene Acceleron will not directly or indirectly (other than through Acceleron Celgene pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron Celgene decides to not pursue a license to such Third Party Intellectual Property that covers a Sotatercept Licensed Compound Compounds or Sotatercept Licensed Product Products in the PH Field (in which event, Acceleron Celgene will promptly notify Celgene Acceleron of such decision), (2) Celgene notifies Acceleron notifies that Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene Acceleron was already in discussions with such Third Party prior to CelgeneAcceleron’s receipt of the PH Field Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Property.

Third Party Intellectual Property. Acceleron shall not enter into an agreement with a Third Party A. The license granted to obtain a license Roche hereunder includes sublicenses under Third Party Intellectual Property licensed to Sangamo under agreements with Third Parties (“Third Party Licenses”). The Third Party Licenses existing on the Effective Date are identified in Exhibit C. The Commercial License granted to Roche hereunder is subject to certain rights retained under the Third Party Licenses by the respective licensors, as set forth in Exhibit D. B. In the event that solely covers the offering for saleRoche desires to license from Third Parties any Third Party Intellectual Property, sellingRoche shall so notify Sangamo in writing. No later than thirty (30) days following Sangamo’s receipt of such notification, making, having made, using Sangamo shall inform Roche in writing whether or importing Licensed Compounds or Licensed Products in the Field in the Territory (including rights of not Sangamo intends to pursue a pending patent application that are reasonably expected to issue) without first offering Celgene the opportunity to contact license under such Third Party regarding entering into Intellectual Property. During such agreement directlythirty (30) day period, and thereafter if Sangamo informs Roche in writing that it intends to pursue a such a license, Roche hereby covenants that it shall not itself [***]. During any period that Sangamo is pursuing a license under this Section 3.5 B, Sangamo shall keep Roche reasonably informed of the status of any negotiations relating thereto. C. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property Notice”). With respect licensed to such a (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Sangamo under Third Party Licenses (including as provided in Section 4.5whether existing on the Effective Date or entered into after the Effective Date by Sangamo), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products Sangamo shall be treated as Development Costs, and (z) sales milestone solely responsible for any royalties or other payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license due in relation to such Third Party Intellectual Property unless (1) Acceleron decides as a result of the grant of the licenses to not pursue a license Roche hereunder, the practice of such licenses by Roche, its Affiliates, licensees, and sub-licensees, and the sale of Therapeutic Products and Diagnostic Products hereunder. Roche shall be solely responsible for any royalties or other payments due in relation to such any Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license obtained by Roche in accordance with clause (iii) of the third sentence of Section 3.5 B or any other licenses from Third Parties that Roche determines, in its sole discretion, are required in order to lawfully conduct its activities under this SectionAgreement or to make, use, sell, offer for sale, or (3) Celgene was already import Therapeutic Products or Diagnostic Products; provided, however, that Roche shall be entitled to the credit set forth in discussions with Section 4.10, to the extent any such Third Party prior to Celgene’s receipt of royalties or other payments by Roche satisfy the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Propertyrequirements set forth therein.

Third Party Intellectual Property. Acceleron shall not enter into an agreement with Solely to the extent allowed (without Conexant or any Conexant Subsidiary being required to pay any royalty or other fee to a Third Party third party) by, and subject to obtain a license under Third Party all applicable terms, conditions, limitations and requirements of, any Contract pursuant to which Intellectual Property that solely covers owned by a third party is licensed to Conexant or any Conexant Subsidiary, Conexant, on behalf of itself and the offering for saleConexant Subsidiaries, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory (including rights of a pending patent application that are reasonably expected to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property Notice”). With respect to such a (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions with respect hereby grants to the negotiation of the agreement with the Third PartyMindspeed Group a nonexclusive, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; worldwide, irrevocable (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including except as provided in Section 4.55.03(a)(vi)), royalty-free sublicense, without the right to assign or grant further sublicenses except for payment obligations; as provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause Sections 5.03(a)(iii) and (iiiiv), then Acceleron shall promptly so notify Celgene under such third-party Intellectual Property, (A) with respect to any copyrighted work included in such third-party Intellectual Property, to reproduce, display, distribute and shall exclude from any prepare derivative works of such license that Acceleron obtains the offering copyrighted work; and (B) to make, have made (including by third-party contract manufacturers), use, import, sell, offer for sale, selling, making, having made, using or importing Licensed Compounds or Licensed and otherwise dispose of Mindspeed Products and to practice any process involved in the Field in use or manufacture thereof. If, at any time after the Territory; and (iv) the Parties shall allocate the Third Party Time of Distribution, Mindspeed becomes aware of any Intellectual Property Costs, unless otherwise agreed, owned by a third party that was licensed to Conexant or a Conexant Subsidiary as follows: of the Time of Distribution and that Conexant or the Conexant Subsidiary had (xat the Time of Distribution) and continues to have the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid right to sublicense to the Mindspeed Group (or any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (yportion thereof) development milestone payments owed to such Third Party that are without being required to be paid as a result of pay any royalty or other fee to the Development of Licensed Compounds or Licensed Products shall be treated as Development Coststhird party, and (z) sales milestone payments and royalties owed but that was not effectively sublicensed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties the Mindspeed Group pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Partyprevious sentence, Celgene then at Mindspeed's written request, Conexant will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Sectiongrant, or (3provided that the relevant Conexant Subsidiary is at the time a wholly-owned subsidiary of Conexant) Celgene was already in discussions with cause the Conexant Subsidiary to grant, to the Mindspeed Group (or if sublicensing to the entire Mindspeed Group is not allowed, to a portion thereof, to the maximum extent allowed), a nonexclusive, royalty-free sublicense to such Third Party prior third-party Intellectual Property, to Celgene’s receipt of the Third Party maximum extent (and solely to this extent) allowed under, and subject to all applicable terms, conditions, limitations and requirements of, the Contract pursuant to which such third-party Intellectual Property Notice regarding licensing such Third Party Intellectual Propertyis licensed to Conexant or the Conexant Subsidiary.

Third Party Intellectual Property. Acceleron (i) In the event that either SCRAS or Licensee becomes aware of any claim or potential claim that the practice by either SCRAS or Licensee of Licensors IP Rights hereunder infringes the intellectual property rights of any third party, such Party shall promptly notify the other Party. As between SCRAS and Licensee, SCRAS shall have the first right, but not enter into an agreement with the obligation, to defend the Parties against any claim by a Third Party to obtain a license under Third Party Intellectual Property third party that solely covers the offering Development, use, sale, offer for sale, selling, making, having made, using export or importing import of Licensed Compounds or Licensed Products in the Field Product in the Territory (including rights of a pending patent application that are reasonably expected infringes third party intellectual property rights. Licensee shall have the right to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products participate in the Field in the Territory defense of such claim but also covers Acceleronshall not take any position inconsistent with SCRAS’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property Notice”). With respect to position on such a (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c)issues. In the event that Acceleron delivers SCRAS chooses in its sole discretion not to Celgene a Third Party Intellectual Property Notice and pursues a license defend such suit, Licensee shall have the right but not the obligation to the applicable Third Party Intellectual Property from defend such Third Party, Celgene will suit. Licensee shall not directly or indirectly (other than through Acceleron settle any action pursuant to this AgreementSection without SCRAS’s consent, such consent not to be unreasonably withheld. (ii) pursue If Licensee would be prevented from developing, manufacturing using, selling or importing the Licensed Product in any country of the Territory on the grounds that by doing so Licensee would infringe a license Dominating Patent held by a third party in said country and Licensee licenses rights to such Third Party Intellectual Property unless Dominating Patent in said country, then [*] percent (1[*]%) Acceleron decides to not pursue a license of any royalties on Licensed Product sales paid by Licensee to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product third party in any Calendar Year in such country with respect to [*]= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. such Dominating Patent shall be deducted from any royalty payments payable to SCRAS and/or BIP, as the case may be, by Licensee in such Calendar Year (in which event, Acceleron will promptly notify Celgene of such decisionthe “Royalty Reduction”), provided, however, that (2i) Acceleron notifies Celgene that Acceleron is Licensors have been informed of the Dominating Patent and has had an opportunity to provide input on any related discussion of whether to license such Dominating Patent and negotiation of royalty rates; and (ii) subject to the warranties and representations made by Licensors under Section 11.1 of this Agreement, the amount of the Royalty Reduction in any Calendar Year shall not able to obtain a sublicensable license in accordance with clause exceed [*] percent (iii[*]%) of the third sentence of this Section, or royalties (3the “Royalty Reduction Cap”) Celgene was already in discussions with that would have otherwise been payable by Licensee to Licensors for such Third Party prior to Celgene’s receipt Calendar Year and for such country. Any amount of the Third Party Intellectual Property Notice regarding licensing Royalty Reduction which is not offset against royalty payments due to Licensors (because it exceeds the Royalty Reduction Cap) shall be carried forward to and deducted in subsequent Calendar Years until the expiration date of the term. The Parties shall negotiate in good faith the consequences of several Dominating Patents, if and when such Third Party Intellectual Propertyseveral Dominating Patents come to the attention of the Parties.

Third Party Intellectual Property. Acceleron 4.1 Anything in this IP Agreement to the contrary notwithstanding, this IP Agreement shall not enter into constitute an agreement with to assign any Contract, or any claim, contractual obligation or authorization of a Third Party Governmental Authority, lease, commitment, sales, service or purchase order, or any claim, right or benefit arising thereunder or resulting therefrom, if this IP Agreement would be deemed an attempted assignment thereof without the required consent, approval or novation of a third party thereto and would constitute a breach thereof, or in any way Adversely Affect the rights of Seller or Buyer thereunder. Buyer acknowledges that the ability of the parties to obtain the consents contemplated hereunder may be affected by a license under Third Party Intellectual Property that solely covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products change in the Field in dynamics of the Territory (including relevant market resulting from the IP Agreement or the Asset Purchase and Sale Agreement. Notwithstanding the foregoing, if such consent, approval or novation is not obtained, or if the consummation of this IP Agreement would Adversely Affect the rights of Seller thereunder so that Buyer would not in fact receive the benefit of all such rights, Seller shall cooperate with Buyer in any arrangement designed to provide for the benefits thereof to Buyer, including without limitation subcontracting, sublicensing or subleasing to Buyer or enforcement for the benefit of Buyer of any and all rights of Seller against a pending patent application that are reasonably expected to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, third party thereto arising out of the Third Party Intellectual Property (a “Third Party Intellectual Property Notice”). With respect breach or cancellation by such third party or otherwise; and any assumption by Buyer of obligations thereunder in connection with this IP Agreement which shall require the consent, approval or novation of any third party shall be made subject to such aconsent, approval or novation being obtained. (i4.2 To the extent that costs are incurred to effect the transfer(s) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided contemplated in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene 4.1 and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice Sections 2.6 and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii5.2(b) of the Asset Purchase and Sale Agreement, such costs shall be borne equally by Buyer and Seller. To Seller's Knowledge, such Intellectual Property rights of third sentence of this Section, parties that are nontransferable or (3require a third party's consent to transfer said rights includes the items listed in Schedule 3.1(e) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual PropertyAsset Purchase and Sale Agreement.

Third Party Intellectual Property. Acceleron (i) In the event that a Party becomes aware of any claim or potential claim that the practice by either Party of Licensor IP Rights hereunder infringes the intellectual property rights of any third party, such Party shall promptly notify the other Party. As between the Parties, Licensor shall have the first right, but not enter into an agreement with the obligation, to defend the Parties against any claim by a Third Party to obtain a license under Third Party Intellectual Property third party that solely covers the offering Development, use, sale, offer for sale, selling, making, having made, using export or importing import of Licensed Compounds or Licensed Products in the Field Product in the Territory (including rights of a pending patent application that are reasonably expected infringes third party intellectual property rights. Licensee shall have the right to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products participate in the Field in the Territory defense of such claim but also covers Acceleronshall not take any position inconsistent with Licensor’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property Notice”). With respect to position on such a (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c)issues. In the event that Acceleron delivers Licensor chooses in its sole discretion not to Celgene a Third Party Intellectual Property Notice and pursues a license defend such suit, Licensee shall have the right but not the obligation to the applicable Third Party Intellectual Property from defend such Third Party, Celgene will suit. Licensee shall not directly or indirectly (other than through Acceleron settle any action pursuant to this AgreementSection without Licensor’s consent, such consent not to be unreasonably withheld. (ii) pursue If Licensee would be prevented from developing, manufacturing using, selling or importing the Licensed Product in any country of the Territory on the grounds that by doing so they would infringe a license Dominating Patent held by a third party in said country and Licensee licenses rights to such Third Party Intellectual Property unless Dominating Patent in said country, then [*] percent (1[*]%) Acceleron decides to not pursue a license of any royalties on Licensed Product sales paid by Licensee to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product third party in any Calendar Year in such country with respect to such Dominating Patent shall be deducted from any royalty payments payable to Licensor by Licensee in such Calendar Year (in which event, Acceleron will promptly notify Celgene of such decisionthe “Royalty Reduction”), provided, however, that (2i) Acceleron notifies Celgene that Acceleron is Licensor has been informed of the Dominating Patent and has had an [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. opportunity to provide input on any related discussion of whether to license such Dominating Patent and negotiation of royalty rates; and (ii) subject to the warranties and representations made by Licensor under Section 11.1 of this Agreement, the amount of the Royalty Reduction in any Calendar Year shall not able to obtain a sublicensable license in accordance with clause exceed [*] percent (iii[*]%) of the third sentence of this Section, or royalties (3the “Royalty Reduction Cap”) Celgene was already in discussions with that would have otherwise been payable by Licensee to Licensor for such Third Party prior to Celgene’s receipt Calendar Year and for such country. Any amount of the Third Party Intellectual Property Notice regarding licensing Royalty Reduction which is not offset against royalty payments due to Licensor (because it exceeds the Royalty Reduction Cap) shall be carried forward to and deducted in subsequent Calendar Years until the expiration date of the term. The Parties shall negotiate in good faith the consequences of several Dominating Patents if and when such Third Party Intellectual Propertyseveral Dominating Patents come to the attention of the Parties. Notwithstanding any royalty reduction provided in this Section 8.2.3(ii), in no event shall any royalty on Net Sales payable to Licensor by Licensee be reduced below a minimum equal to the GNE Royalty on such Net Sales, which minimum royalty is referred to herein as the “Royalty Floor.” As used herein, with respect to a given amount of Net Sales the GNE Royalty means whatever percent of Net Sales Licensor owes as a royalty to GNE pursuant to on G.2 of the GNE ex-US License. To demonstrate how the Royalty Floor mechanism is intended to operate pursuant to this Section 8.2.3(ii), a hypothetical calculation (for purposes of example only, and not limitation) is provided in the example below, assuming the amount of Net Sales in Euros is then converted into US dollars.

Third Party Intellectual Property. Acceleron To the extent the Service Provider wishes to use any non-commercially available Intellectual Property of any third party in the provision of Operations Services, to the extent LIPA may need to use such Intellectual Property, the Service Provider shall identify to LIPA, in writing in advance of any use of any such Intellectual Property, whether or not enter into an agreement the Service Provider has a right to sublicense same to LIPA under the same terms as the Service Provider licenses the Service Provider Pre-Existing Intellectual Property to LIPA pursuant to Section 10.3(B) hereof. If the Service Provider does not have that sublicense right, it will use all commercially reasonable efforts to promptly secure such right. If the Service Provider cannot secure such sublicense rights with thirty (30) days of first request, or such extended time as LIPA may grant in writing, then the Service Provider will (at LIPA’s option) (i) assist LIPA to obtain any necessary license directly from such third party, or (ii) not use such Intellectual Property (to the extent LIPA may also need to use it) and instead use or create a Third Party non-infringing alternative capable of accomplishing the same purpose in substantially the same manner. In no event will the Service Provider’s inability to obtain a license under Third Party right to sublicense any non-commercially available Intellectual Property that solely covers excuse the offering for sale, selling, making, having made, using Service Provider’s inability to perform or importing Licensed Compounds or Licensed Products in meet any deadline under this Agreement. To the Field in the Territory (including rights of a pending patent application that are reasonably expected to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property Notice”). With respect to such a (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended extent permitted by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of this Agreementsuch license, treating (unless otherwise agreed by LIPA may examine any applicable license of the Parties) the Third Party Service Provider or its Affiliates in connection with any non-commercially available third party Intellectual Property as Acceleron Know-How relevant to the provision of Operations Services hereunder. To the extent LIPA or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from LIPA Related Parties or their subcontractors sublicense any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from the Service Provider or its Affiliates, LIPA, LIPA Related Parties, or their subcontractors’ use of such Third Party, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party non- commercially available third-party Intellectual Property unless (1) Acceleron decides shall be subject to not pursue a the license to terms governing such Third Party non-commercially available third-party Intellectual Property that covers a Licensed Compound to the extent LIPA has access to or Licensed Product (in which event, Acceleron will promptly notify Celgene knowledge of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Propertyterms.

Third Party Intellectual Property. Acceleron shall not enter into an agreement with a Third Party to obtain a license under Third Party Intellectual Property that solely covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory (including rights of a pending patent application that are reasonably expected to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property Notice”). With respect to such aa license for such Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory, Acceleron may enter into the license for such Third Party Intellectual Property; provided that, if the Joint Development Committee or Joint Commercialization Committee, as applicable, determines that such Third Party Intellectual Property should be part of the collaboration, then the following shall apply: (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Property.

Third Party Intellectual Property. Acceleron shall not enter into an agreement with 17.1 The Licensee must immediately notify the Licensor if it: (a) becomes aware that a Third Party is infringing or threatening to obtain a license under infringe any of the Intellectual Property Rights in the Brand, Materials, Methodology or Deliverables or has disclosed or is threatening to disclose any Confidential Information (including any Methodology Know-How) (Third Party Infringement); or (b) receives a notice of a claim or assertion that use of the Brand, Materials, Methodology or Deliverables or any other item provided to the Licensee under this agreement is infringing a Third Party’s Intellectual Property that solely covers the offering for sale, selling, making, having made, using Rights or importing Licensed Compounds otherwise constitutes misleading or Licensed Products in the Field in the Territory deceptive conduct or passing off (including rights of a pending patent application that are reasonably expected to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property Notice”Claim). With respect to such a. (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). 17.2 In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license Infringement arises if the Licensor thinks fit, the Licensor will take action to stop the applicable Third Party Intellectual Property Infringement. If the Licensor takes such action the Licensee must provide the Licensor with its reasonable cooperation to assist the Licensor, including providing any documentation or testimony the Licensor may reasonably require to stop the Third Party Infringement, at Licensor’s sole expenses. 17.3 In the event of a Third Party Claim, the Licensor shall indemnify and hold harmless the Licensee, the Client(s) and/or any of Licensee’s or Client(s)’s Officers against all damages and reasonable costs and expenses (including reasonable attorneys’ fees) which the Licensee, the Client(s) and/or License’s or Client(s)’s Officers may be ordered to pay on the basis of such an allegation by a final judicial decision or resulting from such Third Partya settlement agreement. Licensor and the Licensee shall jointly control the defence of the Licensee, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreementthe Client(s) pursue a license to and/or any of the Licensee’s and/or Client(s)’s Officers within the framework of such Third Party Intellectual Property unless (1) Acceleron decides to not pursue Claim. 17.4 If a license to such Third Party Intellectual Property that covers a Licensed Compound Claim is raised the Licensor may, at its discretion: (a) replace or Licensed Product modify the Brand, Materials, or Deliverables to make them non- infringing; (b) secure the right to continue to use the Brand, Materials, or Deliverables; or (c) elect to terminate this agreement immediately upon written notice to the Licensee in which eventcase the Licensor will refund to the Licensee, Acceleron will promptly notify Celgene of such decision)on a pro-rata basis the Royalty and GTPL Services Fee and Charges, (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of as the third sentence of case may be, paid by the Licensee under this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Propertyagreement.

Third Party Intellectual Property. Acceleron shall not enter into an agreement with a Third Party to obtain a license under Third Party Intellectual Property that solely covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory (including rights of a pending patent application that are reasonably expected to issue) without first offering Celgene the opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory but also covers Acceleron’s other products or compounds, Acceleron shall notify the Joint Development Committee or Joint Commercialization Committee, as applicable, of the Third Party Intellectual Property (a “Third Party Intellectual Property Notice”). With respect to such a, (i) Acceleron shall keep Celgene fully informed of the status of the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (ii) Celgene may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s receipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Property.