Common use of Third Party License Agreements Clause in Contracts

Third Party License Agreements. (a) Focal shall, at its own expense, take all such actions and shall participate in such proceedings as shall be reasonably necessary to ensure that Focal's rights under any agreements with Third Parties pursuant to which Focal has in-licensed Focal Patent Rights or Scientific Know-How ("Third Party License Agreements"), shall remain in full force and effect. If Focal fails to take any such actions and participate in such proceedings and the Collaboration Committee determines that such Third Party License Agreement is material to the development and commercialization of any Product or System in the Field in the Territory, then Genzyme shall have the right to require that Focal take, and Focal agrees to use its reasonable best efforts to take, all such actions as Genzyme shall reasonably deem necessary or desirable to ensure that such Third Party License Agreements remain in force and effect and that Focal's rights under such Third Party License Agreements remain in full force and effect, including, but not limited to, the execution and filing of any court-related filings and documents, the pursuit of injunctive proceedings, and the taking of any other similar measures. (b) Focal shall, within five business days after notice thereof, provide written notice to Genzyme of any challenges or claims with respect to any Third Party License Agreements, or alleged breaches under any Third Party License Agreements. (c) Focal shall not allow or agree to any amendment, waiver or modification to any Third Party License Agreements, which amendment, waiver or modification restricts, modifies or limits in any way Genzyme's rights under this Agreement, without the prior written consent of Genzyme. CONFIDENTIAL MATERIALS OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

Third Party License Agreements. (a) Focal shallIf, at its own expenseafter the Effective Date, take all such actions and shall participate in such proceedings as shall be reasonably necessary to ensure that Focal's rights under Presage enters into any agreements with Third Parties pursuant to which Focal has in-licensed Focal Patent Rights or Scientific Know-How ("Third Party License Agreements")Agreement, then Presage shall remain in full force and effect. If Focal fails to take any such actions and participate in such proceedings so notify MEI and the Collaboration Committee determines that following shall apply: The rights and licenses granted to MEI under this Agreement with respect to such Third Party License Agreement is material shall be subject to MEI (i) agreeing to be bound by the development and commercialization terms of any Product or System in the Field in the Territory, then Genzyme shall have the right to require that Focal take, and Focal agrees to use its reasonable best efforts to take, all such actions as Genzyme shall reasonably deem necessary or desirable to ensure that such Third Party License Agreements remain Agreement applicable to a sublicensee thereunder and (ii) promptly reimbursing Presage for any milestones, royalties or other amounts that become owing to such Third Party by reason of the grant to, or exercise by or under the authority of, MEI of such rights with respect to such Third Party License Agreement and MEI shall reimburse Presage for a reasonable portion of any upfront fee or other similar amounts paid in force and effect and connection entering into such Third Party License Agreement that Focal's is allocable to the rights granted to MEI under such Third Party License Agreements remain in full force and effectAgreement hereunder; provided, includingthat, but any milestones, royalties or other amounts owing to such Third Party cannot limited tobe disproportionately allocated to the Compound, Product or MEI’s rights hereunder (e.g., the execution and filing royalty for Product sales cannot be greater than the royalty due for any other product under the agreement) and, in the event of any court-related filings and documentssuch disproportion, the pursuit Parties shall reasonably agree regarding a reasonable allocation for purposes of injunctive proceedingsthis Agreement. Upon request by MEI, Presage shall disclose to MEI a true, complete and correct written description of such payment and other obligations, and MEI’s obligation to reimburse such amounts following such request shall be limited to those payment obligations as so disclosed by Presage. In the taking event MEI does not promptly agree in writing to reimburse Presage for such amounts upon request (subject to such amounts being reasonably allocated to the Compound, Product or MEI’s rights hereunder; provided, that, to the extent a Party believes amounts have not been reasonably allocated, it shall notify the other Party and the Parties shall promptly resolve such dispute in accordance with Article 11), or to be bound by the terms of any other similar measures. (b) Focal shall, within five business days after notice thereof, provide written notice to Genzyme of any challenges or claims with respect to any such Third Party License AgreementsAgreement applicable to a sublicensee thereunder, or alleged breaches then the rights licensed under any such Third Party License Agreements. (cAgreement shall thereafter be deemed excluded from the Presage Patents and/or Presage Know-How, as applicable, hereunder. The reimbursement made by MEI to Presage under this Section 6.6(b) Focal shall not allow or agree to any amendment, waiver or modification to any may then be treated by MEI as Third Party License Agreements, which amendment, waiver or modification restricts, modifies or limits in any way Genzyme's rights Royalties under this Agreement, without the prior written consent of Genzyme. CONFIDENTIAL MATERIALS OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONSSection 5.5 above.

Third Party License Agreements. 7.8.1 If, after the Effective Date, Dicerna US or Dicerna Cayman enters into any license agreement with a Third Party and Controls Patent Rights or Know-How under such license agreement that would be necessary or reasonably useful for developing a New Platform for Non-Hepatocyte Cardiometabolic Targets or a New Platform for Non-Hepatocyte Neurodegeneration/Pain Targets, then Dicerna shall so notify Lilly and the rights and licenses granted to Xxxxx under this Agreement with respect to such Third Party agreement shall be subject to Lilly (a) Focal shall, at its own expense, take all such actions and shall participate in such proceedings as shall agreeing to be reasonably necessary to ensure that Focal's rights under bound by the terms of any agreements with Third Parties pursuant to which Focal has in-licensed Focal Patent Rights or Scientific Know-How ("Third Party License Agreements"), shall remain in full force and effect. If Focal fails to take any such actions and participate in such proceedings and the Collaboration Committee determines that such Third Party License Agreement is material agreement applicable to the development and commercialization of any Product or System in the Field in the Territory, then Genzyme shall have the right to require that Focal takea sublicensee thereunder, and Focal agrees (b) reimbursing Dicerna US or Dicerna Cayman for any amounts that become owing to use its reasonable best efforts to take, all such actions as Genzyme shall reasonably deem necessary or desirable to ensure that such Third Party License Agreements remain by reason of the grant to, or exercise by or under the authority of, Xxxxx of such rights; provided, that, any amounts owing to such Third Party cannot be disproportionately allocated to the Selected Targets, Products or Xxxxx’x rights hereunder (e.g., the royalty for Product sales cannot be greater than the royalty due for any other product under the agreement). Upon request by Xxxxx, Xxxxxxx shall disclose to Lilly a true and correct written description of the payment and other relevant obligations, and Xxxxx’x obligation to reimburse such amounts following such request shall be limited to those payment obligations as so disclosed by Xxxxxxx. In the event Xxxxx does not agree in force writing to reimburse Dicerna for such amounts upon request, and effect and that Focal's to be bound by the terms of such Third Party agreement applicable to a sublicensee thereunder, then the rights licensed under such Third Party License Agreements remain agreement shall thereafter be deemed excluded from the Licensed Patent Rights and/or Licensed Know-How, as applicable, hereunder. 7.8.2 If, after the Effective Date, Dicerna identifies Patent Rights or Know-How covering or relating to RNAi or oligonucleotide platform technologies owned or Controlled by a Third Party that would be necessary or reasonably useful for targeting mechanisms that bind to or are intended to bind to and induce an inhibition, disruption or modulation of mRNA in full force and effectHepatocyte Cardiometabolic Targets or Non-Hepatocyte Targets, including, but not limited to, the execution and filing of any court-related filings and documents, the pursuit of injunctive proceedings, then Dicerna shall so notify Lilly and the taking Parties shall coordinate in good faith the negotiation of any other similar measures. one (b1) Focal shall, within five business days after notice thereof, provide written notice or more agreements in order to Genzyme of any challenges or claims with respect facilitate Xxxxx having access to any Third Party License Agreements, or alleged breaches under any Third Party License Agreements. (c) Focal shall not allow or agree to any amendment, waiver or modification to any Third Party License Agreementssuch technology, which amendment, waiver or modification restricts, modifies or limits in any way Genzyme's rights under this Agreement, without the prior written consent of Genzyme. CONFIDENTIAL MATERIALS OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONSmay be through an agreement directly between Lilly and such Third Party.

Third Party License Agreements. 5.8.1 Each Party shall promptly notify the other Party via discussion at the JSC or any Committee charged with oversight for intellectual property matters, or between the Alliance Managers, if either Party believes that Patent or other intellectual property rights controlled by a Third Party (abut not already Controlled by a Party) Focal shallmay be necessary or reasonably useful for the Development, at its own expenseManufacture, take all or Commercialization of the Product in or for one or more Major Markets and such actions and shall participate in such proceedings as shall be reasonably necessary to ensure notifying Party proposes that Focal's rights under any agreements with Third Parties pursuant to which Focal has in-licensed Focal Patent Rights or Scientific Know-How ("a Party should enter into a Third Party License Agreements")Agreement therefor for one or more Major Markets. 5.8.2 The Parties, through the JSC, shall remain in full force and effect. If Focal fails discuss whether or not to take any such actions and participate in such proceedings and negotiate the Collaboration Committee determines that terms of such Third Party License Agreement is material for one or more Major Markets. The determination of whether to pursue the development and commercialization negotiation of any Product or System in the Field in the Territory, then Genzyme shall have the right to require that Focal take, and Focal agrees to use its reasonable best efforts to take, all such actions as Genzyme shall reasonably deem necessary or desirable to ensure that such Third Party License Agreements remain in force and effect and that Focal's rights under Agreement for one or more Major Markets must be made by the JSC. 5. 8.3 If the JSC decides to pursue the negotiation of a Third Party License Agreement for one or more Major Markets, the JSC shall also decide which Party or whether the Parties jointly shall take the lead on negotiating the terms of such Third Party License Agreements remain Agreement (the “Lead Negotiating Party”); provided, that the presumption shall be that (a) SGI shall be the Lead Negotiating Party for a Third Party License Agreement for one or more SGI Major Markets, unless such Third Party License Agreement relates primarily to the Genmab Technology rather than the Product, in full force and effect, including, but not limited to, which case Genmab shall be the execution and filing of any court-related filings and documents, the pursuit of injunctive proceedingsLead Negotiating Party, and the taking of any other similar measures. (b) Focal shallGenmab shall be the Lead Negotiation Party for a Third Party License Agreement for the Genmab Major Market, within five business days after notice thereofunless such Third Party License Agreement relates primarily to the SGI Technology rather than the Product, provide written notice in which case SGI shall be the Lead Negotiating Party. If the Lead Negotiating Party elects not to Genzyme or to cease taking the lead on negotiating the terms of a Third Party License Agreement, it shall promptly notify the other Party and transition the negotiation thereof to the other Party. For the avoidance of doubt, the JSC may decide to discontinue any challenges such negotiation or claims with respect to decide that neither Party shall enter into any Third Party License Agreements, or alleged breaches under Agreement so negotiated. 5. 8.4 In connection with any negotiation of a Third Party License Agreements. Agreement for one or more Major Markets: (ca) Focal the terms of any such license shall not allow or agree to any amendment, waiver or modification to any Third permit the Party License Agreements, which amendment, waiver or modification restricts, modifies or limits in any way Genzyme's rights under this Agreement, without the prior written consent of Genzyme. CONFIDENTIAL MATERIALS OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.obtaining

Third Party License Agreements. 7.8.1 If, after the Effective Date, Dicerna US or Dicerna Cayman enters into any license agreement with a Third Party and Controls Patent Rights or Know-How under such license agreement that would be necessary or reasonably useful for developing a New Platform for Non-Hepatocyte Cardiometabolic Targets or a New Platform for Non-Hepatocyte Neurodegeneration/Pain Targets, then Dicerna shall so notify Lilly and the rights and licenses granted to Xxxxx under this Agreement with respect to such Third Party agreement shall be subject to Lilly (a) Focal shall, at its own expense, take all such actions and shall participate in such proceedings as shall agreeing to be reasonably necessary to ensure that Focal's rights under bound by the terms of any agreements with Third Parties pursuant to which Focal has in-licensed Focal Patent Rights or Scientific Know-How ("Third Party License Agreements"), shall remain in full force and effect. If Focal fails to take any such actions and participate in such proceedings and the Collaboration Committee determines that such Third Party License Agreement is material agreement applicable to the development and commercialization of any Product or System in the Field in the Territory, then Genzyme shall have the right to require that Focal takea sublicensee thereunder, and Focal agrees (b) reimbursing Dicerna US or Dicerna Cayman for any amounts that become owing to use its reasonable best efforts to take, all such actions as Genzyme shall reasonably deem necessary or desirable to ensure that such Third Party License Agreements remain by reason of the grant to, or exercise by or under the authority of, Xxxxx of such rights; provided, that, any amounts owing to such Third Party cannot be disproportionately allocated to the Selected Targets, Products or Xxxxx’x rights hereunder (e.g., the royalty for Product sales cannot be greater than the royalty due for any other product under the agreement). Upon request by Xxxxx, Xxxxxxx shall disclose to Lilly a true and correct written description of the payment and other relevant obligations, and Xxxxx’x obligation to reimburse such amounts following such request shall be limited to those payment obligations as so disclosed by Xxxxxxx. In the event Xxxxx does not agree in force writing to reimburse Dicerna for such amounts upon request, and effect and that Focal's to be bound by the terms of such Third Party agreement applicable to a sublicensee thereunder, then the rights licensed under such Third Party License Agreements remain agreement shall thereafter be deemed excluded from the Licensed Patent Rights and/or Licensed Know-How, as applicable, hereunder. 7.8.2 If, after the Effective Date, Dicerna identifies Patent Rights or Know-How covering or relating to RNAi or oligonucleotide platform technologies owned or Controlled by a Third Party that would be necessary or reasonably useful for targeting mechanisms that bind to or are intended to bind to and induce an inhibition, disruption or modulation of mRNA in full force and effectHepatocyte Cardiometabolic Targets or Non-Hepatocyte Targets, including, but not limited to, the execution and filing of any court-related filings and documents, the pursuit of injunctive proceedings, then Dicerna shall so notify Lilly and the taking Parties shall coordinate in good faith the negotiation of any other similar measures. one (b1) Focal shall, within five business days after notice thereof, provide written notice or more agreements in order to Genzyme of any challenges or claims with respect facilitate Lilly having access to any Third Party License Agreements, or alleged breaches under any Third Party License Agreements. (c) Focal shall not allow or agree to any amendment, waiver or modification to any Third Party License Agreementssuch technology, which amendment, waiver or modification restricts, modifies or limits in any way Genzyme's rights under this Agreement, without the prior written consent of Genzyme. CONFIDENTIAL MATERIALS OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONSmay be through an agreement directly between Lilly and such Third Party.