Common use of Third Party License Agreements Clause in Contracts

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) agreeing to be bound by the terms of any such Third Party agreement applicable to a sublicensee thereunder, and (b) reimbursing Dicerna US or Dicerna Cayman for any amounts that become owing to such Third Party 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 writing to reimburse Dicerna for such amounts upon request, and to be bound by the terms of such Third Party agreement applicable to a sublicensee thereunder, then the rights licensed under such Third Party 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 Hepatocyte Cardiometabolic Targets or Non-Hepatocyte Targets, then Dicerna shall so notify Lilly and the Parties shall coordinate in good faith the negotiation of one (1) or more agreements in order to facilitate Lilly having access to such technology, which may be through an agreement directly between Lilly and such Third Party.

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) agreeing to be bound by the terms of any such Third Party agreement applicable to a sublicensee thereunder, and (b) reimbursing Dicerna US or Dicerna Cayman for any amounts that become owing to such Third Party 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 writing to reimburse Dicerna for such amounts upon request, and to be bound by the terms of such Third Party agreement applicable to a sublicensee thereunder, then the rights licensed under such Third Party 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 Hepatocyte Cardiometabolic Targets or Non-Hepatocyte Targets, then Dicerna shall so notify Lilly and the Parties shall coordinate in good faith the negotiation of one (1) or more agreements in order to facilitate Lilly Xxxxx having access to such technology, which may be through an agreement directly between Lilly and such Third Party.

Third Party License Agreements. 7.8.1 If, after the Effective Date, Dicerna US or Dicerna Cayman Presage 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 TargetsLicense Agreement, then Dicerna Presage shall so notify Lilly MEI and the following shall apply: The rights and licenses granted to Xxxxx MEI under this Agreement with respect to such Third Party agreement License Agreement shall be subject to Lilly MEI (ai) agreeing to be bound by the terms of any such Third Party agreement License Agreement applicable to a sublicensee thereunder, thereunder and (bii) promptly reimbursing Dicerna US or Dicerna Cayman 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, Xxxxx MEI of such rightsrights 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 connection entering into such Third Party License Agreement that is allocable to the rights granted to MEI under such Third Party License Agreement hereunder; provided, that, any milestones, royalties or other amounts owing to such Third Party cannot be disproportionately allocated to the Selected TargetsCompound, Products Product or Xxxxx’x MEI’s rights hereunder (e.g., the royalty for Product sales cannot be greater than the royalty due for any other product under the agreement)) and, in the event of any such disproportion, the Parties shall reasonably agree regarding a reasonable allocation for purposes of this Agreement. Upon request by XxxxxMEI, Xxxxxxx Presage shall disclose to Lilly MEI a true true, complete and correct written description of the such payment and other relevant obligations, and Xxxxx’x MEI’s obligation to reimburse such amounts following such request shall be limited to those payment obligations as so disclosed by XxxxxxxPresage. In the event Xxxxx MEI does not promptly agree in writing to reimburse Dicerna Presage for such amounts upon requestrequest (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 such Third Party agreement License Agreement applicable to a sublicensee thereunder, then the rights licensed under such Third Party agreement License Agreement shall thereafter be deemed excluded from the Licensed Patent Rights Presage Patents and/or Licensed Presage Know-How, as applicable, hereunder. 7.8.2 If, after the Effective Date, Dicerna identifies Patent Rights or Know-How covering or relating . The reimbursement made by MEI to RNAi or oligonucleotide platform technologies owned or Controlled Presage under this Section 6.6(b) may then be treated by a MEI as 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 Hepatocyte Cardiometabolic Targets or Non-Hepatocyte Targets, then Dicerna shall so notify Lilly and the Parties shall coordinate in good faith the negotiation of one (1) or more agreements in order to facilitate Lilly having access to such technology, which may be through an agreement directly between Lilly and such Third PartyRoyalties under Section 5.5 above.

Third Party License Agreements. 7.8.1 If5.8.1 Each Party shall promptly notify the other Party via discussion at the JSC or any Committee charged with oversight for intellectual property matters, after or between the Effective DateAlliance Managers, Dicerna US if either Party believes that Patent or Dicerna Cayman enters into any license agreement with other intellectual property rights controlled by a Third Party and Controls Patent Rights or Know-How under such license agreement that would (but not already Controlled by a Party) may be necessary or reasonably useful for developing the Development, Manufacture, or Commercialization of the Product in or for one or more Major Markets and such notifying Party proposes that a New Platform for Non-Hepatocyte Cardiometabolic Targets or Party should enter into 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 License Agreement therefor for one or more Major Markets. 5.8.2 The Parties, through the JSC, shall be subject discuss whether or not to Lilly (a) agreeing to be bound by the terms of any such Third Party agreement applicable to a sublicensee thereunder, and (b) reimbursing Dicerna US or Dicerna Cayman for any amounts that become owing to such Third Party 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 writing to reimburse Dicerna for such amounts upon request, and to be bound by negotiate the terms of such Third Party agreement applicable License Agreement for one or more Major Markets. The determination of whether to a sublicensee thereunder, then pursue the rights licensed under negotiation of any such Third Party agreement shall thereafter License Agreement for one or more Major Markets must be deemed excluded from made by the Licensed Patent Rights and/or Licensed Know-How, as applicable, hereunderJSC. 5. 7.8.2 If, after 8.3 If the Effective Date, Dicerna identifies Patent Rights or Know-How covering or relating JSC decides to RNAi or oligonucleotide platform technologies owned or Controlled by 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 Agreement (the “Lead Negotiating Party”); provided, that would the presumption shall be necessary that (a) SGI shall be the Lead Negotiating Party for a Third Party License Agreement for one or reasonably useful more SGI Major Markets, unless such Third Party License Agreement relates primarily to the Genmab Technology rather than the Product, in which case Genmab shall be the Lead Negotiating Party, and (b) Genmab shall be the Lead Negotiation Party for targeting mechanisms that bind a Third Party License Agreement for the Genmab Major Market, unless such Third Party License Agreement relates primarily to the SGI Technology rather than the Product, in which case SGI shall be the Lead Negotiating Party. If the Lead Negotiating Party elects not to or are intended to bind to cease taking the lead on negotiating the terms of a Third Party License Agreement, it shall promptly notify the other Party and induce an inhibition, disruption or modulation of mRNA in Hepatocyte Cardiometabolic Targets or Non-Hepatocyte Targets, then Dicerna shall so notify Lilly and the Parties shall coordinate in good faith transition the negotiation thereof to the other Party. For the avoidance of doubt, the JSC may decide to discontinue any such negotiation or decide that neither Party shall enter into any Third Party License Agreement so negotiated. 5. 8.4 In connection with any negotiation of a Third Party License Agreement for one (1) or more agreements in order to facilitate Lilly having access to Major Markets: (a) the terms of any such technology, which may be through an agreement directly between Lilly and such Third Party.license shall permit the Party obtaining

Third Party License Agreements. 7.8.1 If(a) Focal shall, after the Effective Dateat its own expense, Dicerna US or Dicerna Cayman enters into take all such actions and shall participate in such proceedings as shall be reasonably necessary to ensure that Focal's rights under any license agreement agreements with a Third Party and Controls Parties pursuant to which Focal has in-licensed Focal Patent Rights or Scientific Know-How under ("Third Party License Agreements"), shall remain in full force and effect. If Focal fails to take any 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 actions and participate in such proceedings and the rights and licenses granted to Xxxxx under this Agreement with respect to Collaboration Committee determines that such Third Party agreement shall be subject License Agreement is material to Lilly (a) agreeing to be bound by the terms 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 agreement applicable to a sublicensee thereunder, License Agreements remain in force and (b) reimbursing Dicerna US or Dicerna Cayman for any amounts effect and that become owing to such Third Party 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 Focal's 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 writing to reimburse Dicerna for such amounts upon request, and to be bound by the terms of such Third Party agreement applicable to a sublicensee thereunder, then the rights licensed under such Third Party agreement shall thereafter be deemed excluded from License Agreements remain in full force and effect, including, but not limited to, the Licensed Patent Rights and/or Licensed Knowexecution and filing of any court-Howrelated filings and documents, as applicablethe pursuit of injunctive proceedings, hereunderand the taking of any other similar measures. 7.8.2 If(b) Focal shall, within five business days after the Effective Datenotice thereof, Dicerna identifies Patent Rights provide written notice to Genzyme of any challenges or Know-How covering or relating claims with respect to RNAi or oligonucleotide platform technologies owned or Controlled by a any Third Party that would be necessary License Agreements, or reasonably useful for targeting mechanisms that bind alleged breaches under any Third Party License Agreements. (c) Focal shall not allow or agree to any amendment, waiver or are intended modification to bind to and induce an inhibition, disruption or modulation of mRNA in Hepatocyte Cardiometabolic Targets or Non-Hepatocyte Targets, then Dicerna shall so notify Lilly and the Parties shall coordinate in good faith the negotiation of one (1) or more agreements in order to facilitate Lilly having access to such technologyany Third Party License Agreements, which may be through an agreement directly between Lilly and such Third Partyamendment, 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.