Common use of Third Party Licenses Clause in Contracts

Third Party Licenses. If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

Third Party Licenses. If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all [***] royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) [***] any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) [***] of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

Third Party Licenses. If (a) Intrexon shall obtain, at its sole expense, any licenses from Third Parties that are required in order to practice the Intrexon Channel Technology in the opinion of outside patent counsel Field where the licensed intellectual property is reasonably necessary for Intrexon to Licenseeconduct genetic and cell engineering and related analytic activities under JSC-approved project plans for the Aquaculture Program (but specifically excluding intellectual property directed to any specific target genes, Licenseegenetic transformation methodologies, or processes or methods for harvesting, culturing, formulating, or otherwise manufacturing AquaBounty Products) (“Supplemental In-Licensed Third Party IP”). Other than with respect to Supplemental In-Licensed Third Party IP, AquaBounty shall be solely responsible for obtaining, at its sole expense, any of licenses from Third Parties that AquaBounty determines, in its Affiliates sole discretion, are required in order to lawfully make, use, sell, offer for sale, or Sublicensees, cannot Exploit a import AquaBounty Products (“Complementary In-Licensed Product in a country in Third Party IP”). Supplemental In-Licensed Third Party IP and Complementary In-Licensed Third Party IP are collectively referred to as “In-Licensed Program IP”. (b) In the Territory without infringing one or more Patents event that have issued either Party desires to license from a Third Party in any Supplemental In-Licensed Third Party IP or Complementary In-Licensed Third Party IP, such country, or (b) as a result of any claim made against a Party shall so notify the other Party, or any of and the IPC shall discuss such In-Licensed Program IP and its Affiliates or Sublicensees, alleging that applicability to the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate AquaBounty Products and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder Field. As provided above in such country; providedSection 3.8(a), however, that NovaDel Intrexon shall have the sole right and responsibility to pursue a license under Supplemental In-Licensed Third Party IP, and AquaBounty hereby covenants that it shall not itself directly license such Supplemental In-Licensed Third Party IP at any time, provided that AquaBounty may (but shall not be obligated to) obtain such a license directly if the Third Party owner or licensee of such Supplemental In-Licensed Third Party IP brings an infringement action against AquaBounty or its Affiliates or threatens to bring such action (to the extent such threats would reasonably be considered to subject the Third Party owner or licensee to declaratory judgment jurisdiction) and, after written notice to Intrexon of such action, Intrexon fails to obtain a license to such Supplemental In-Licensed Third Party IP using Diligent Efforts within ninety (90) days after such notice. Following the IPC’s discussion of any Complementary In-Licensed Third Party IP, subject to Section 3.8(c), AquaBounty shall have the right to pursue a license under Complementary In-Licensed Third Party IP, at AquaBounty’s sole expense. Intrexon hereby covenants that during the Term it shall not directly license Complementary In-Licensed IP in the Field except in cooperation with AquaBounty and for the benefit of an AquaBounty Product or the Aquaculture Program. For the avoidance of doubt, Intrexon may at any time obtain a license under Complementary In-Licensed Third Party IP outside the Field, at Intrexon’s sole expense, provided that if Intrexon decides to seek to obtain such a license, it shall use reasonable efforts to coordinate its licensing activities in this regard with AquaBounty. (c) AquaBounty shall provide the proposed terms of any license under Complementary In-Licensed Third Party IP and the final version of the definitive license agreement for any Complementary In-Licensed Third Party IP to the IPC for review and discussion prior to signing, and shall consider Intrexon’s comments thereto in good faith. To the extent that AquaBounty obtains a license under Supplemental In-Licensed Third Party IP, AquaBounty shall provide the final version of the definitive license agreement for such Supplemental In-Licensed Third Party IP to the IPC. If AquaBounty acquires rights under any In-Licensed Program IP outside the Field, it will do so on a non-exclusive basis unless it obtains the prior written consent of Intrexon for such license outside the Field to be exclusive. Any Party that is pursuing a license to any In-Licensed Program IP with respect to the Field under this Section 3.8 shall keep the other Party reasonably informed of the status of any negotiations relating thereto. For purposes of clarity, (i) any costs incurred by Intrexon in obtaining and maintaining licenses to Supplemental In-Licensed Process Third Party IP shall be borne solely by Intrexon, and (ii) any costs incurred by AquaBounty in obtaining and maintaining licenses to Complementary In-Licensed Third Party IP (and, to the limited extent provided in subsection (b), Supplemental In-Licensed Third Party IP) shall be borne solely by AquaBounty except as set forth in Section 10.4(h). (d) For any Third Party license under which AquaBounty or its Affiliates obtain a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture, and/or Commercialization of AquaBounty Products, AquaBounty shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such countryensure that AquaBounty will have the ability, under which NovaDel shallpursuant to Section 10.4(h), to the extent permissible under assign such license, agreement to Intrexon or grant a sublicense to Licensee as necessary Intrexon thereunder (having the scope set forth in Section 10.4(h)). (e) The licenses granted to AquaBounty under Section 3.1 may include sublicenses under Intrexon IP that has been or will be licensed to Intrexon by one or more Third Parties. Any such sublicenses may be subject to the terms and conditions set forth in the applicable upstream license agreement, subject to the cost allocation set forth in Section 3.8(c), provided that Intrexon shall either provide unredacted copies of such upstream license agreements to AquaBounty or shall disclose in writing to AquaBounty all of such terms and conditions that are applicable to AquaBounty. AquaBounty shall not be responsible for Licenseecomplying with any provisions of such upstream license agreements unless, and any of its Affiliates and Sublicenseesto the extent that, such provisions have been disclosed to Exploit the Licensed Product AquaBounty as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent the preceding sentence. (100%f) If either Party receives notice from a Third Party concerning activities of all royalty and other a Party taken in conjunction with performance of obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, which notice alleges infringement by a Party of, or offers license under, Patents or other intellectual property rights owned or controlled by that Third Party, the receiving Party shall be reduced by more than fifty percent inform the other party thereof within five (50%5) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersbusiness days.

Third Party Licenses. If (a) If OPIANT determines, in the opinion of outside patent counsel its reasonable judgment (subject to Licenseesubpart c below), Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation intellectual property rights of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as third party are necessary for the Exploitation of a Product or practice of any Licensed Product AEGIS Technology in accordance with this License Agreement, then the royalty and milestone amounts owed to AEGIS hereunder for Exploiting the AEGIS Technology in the country (or countries) where such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee third party intellectual property rights are enforceable shall be solely responsible for subject to a credit reduction in an amount equal to one hundred percent (100%) of all royalty and other obligations with respect the amount of any payments that OPIANT (or any of its sublicensees) pays such third party to the Exploitation of the Licensed Productuse such third party intellectual property rights; provided, however, that Licensee shall have the right no payment to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, AEGIS shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in amount payable before any calendar quarter. Credits not exhausted in reductions or credits (although any calendar quarter unused excess credit may be carried into forward and applied against future calendar quarterspayments). (b) If OPIANT determines, in its reasonable judgment, that the technology, and/or a license to intellectual property rights, of a third party is useful, but not necessary, for the development, manufacture, or commercialization of any Product or for the practice (or sublicensing) of any AEGIS Technology in accordance with this License Agreement, then the royalty and milestone amounts owed to AEGIS hereunder for Exploiting the AEGIS Technology in the country (or countries) where such third party intellectual property rights are enforceable shall be subject to a credit reduction in an amount equal to fifty percent (50%) of the amount of any third party technology payments that OPIANT (or any of its sublicensees) pays such third party to obtain such technology and/or rights; provided, no payment to AEGIS shall be reduced by more than fifty percent (50%) of the amount payable before any reductions or credits (although any unused excess credit may be carried forward and applied against future payments). (c) If AEGIS disputes OPIANT’s determination under Section 4.4.5(a) that the technology, and/or a license to intellectual property rights, of such third party is necessary for the

Third Party Licenses. If (a) in the opinion of outside patent counsel to Licensee, Licensee, or The Parties shall confer and discuss whether any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to license from a Third Party in such countryis necessary or advisable to avoid, settle, resolve or (b) as a result of satisfy any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product activities to Obtain Regulatory Approval, make, have made, use, promote, market, sell, have sold, offer to sell, import or export HepeX-B by CUBIST or its Sublicensees in any country within the Territory infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party. Prior to September 30, then2004, in either casethe Parties shall confer and agree upon a strategy as to how to address any Third Parties, Licensee shall have if any, then known to the first right, but not the obligation to negotiate and Parties from whom it would be necessary or advisable to obtain a license from to avoid, settle resolve, or satisfy any claim that the activities to Obtain Regulatory Approval, Commercialize, manufacture, use, promote, market, sell, offer, import or export of HepeX-B by CUBIST or its Sublicensees in any country within the Territory infringes or misappropriates any intellectual property rights of such Third Party as necessary for (the Exploitation “Strategy”). To assist in devising the Strategy, CUBIST shall engage the services of any Licensed Product hereunder a nationally recognized law firm with sufficient knowledge and expertise in the field of patent rights. If the parties, after good faith discussion and due consideration of the input of such country; providedlaw firm, howeverare unable to mutually agree upon the Strategy, that NovaDel shall have the sole right to seek any such license then CUBIST may, acting in good faith, make final decisions with respect to devising the Licensed Process Strategy. The Strategy may be modified from time to time pursuant to the mutual agreement of the Parties; provided that if the parties, after good faith discussion and due consideration of the input from the above-referenced law firm, are unable to mutually agree, then CUBIST may, acting in good faith, make final decisions with respect to revising the Strategy. (b) CUBIST shall be responsible for obtaining licenses identified in the Strategy on commercially reasonable terms. CUBIST will provide XTL with five (5) business days to review and ***** the scope of such license is reasonably limited to permit CUBIST to exercise its rights and licenses under, and its activities under and pursuant to, this Agreement to Obtain Regulatory Approval, make, have made, use, promote, market, sell, have sold, offer to sell, import, export, and Commercialize HepeX-B, and whether such license contains commercially reasonable terms; such *****. If XTL does not ***** within such *****, XTL will be deemed to have *****. CUBIST shall pay all amounts required to be paid to the Third Parties pursuant to such licenses described in Section 12.10(b). If and to the extent practicable, CUBIST shall endeavor to use commercially reasonable efforts to obtain a clause in any such a license permitting assignment of such license to XTL; provided that in its own name from no event shall CUBIST be in breach of this Agreement or in any way otherwise liable for any failure to obtain any such Third Party assignment clause in any such country, license; and further provided that CUBIST will have no obligation to include or accept an assignment clause that requires CUBIST to retain or incur any further liability under which NovaDel shall, such license subsequent to such assignment. XTL may not reject any such license due to the extent permissible failure of such license to contain such assignment clause as contemplated under such licensethis Section 12.10(b). (c) With respect to licenses obtained pursuant to Section 12.10(b) which were *****, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations or with respect to which ***** (“Approved Third Party Licenses”) wherein the Exploitation intellectual property rights were described in an issued patent or published in a patent application as of the Licensed Product; providedEffective Date, howeverunless with respect to any such licenses that were not mutually agreed-upon in the Strategy, XTL obtains a Legal Opinion, at XTL’s expense, that Licensee is in form and substance reasonably acceptable to CUBIST (provided that CUBIST must notify XTL within thirty (30) days after receipt of the executed Legal Opinion if CUBIST deems such Legal Opinion to not be reasonably acceptable), CUBIST shall have the right to credit fifty percent (50%) any royalties reduce milestone and royalty payments otherwise owed to XTL pursuant to Sections 9 and 10 by the amounts paid to such Third Parties for such licenses such that the reduced milestone and royalty payments are no less than the *****. In the event that CUBIST cannot fully offset such amounts against milestone and royalty payments otherwise owed to XTL, unless paid by LicenseeXTL, its Affiliates or Sublicensees under interest shall begin to accrue as of the date CUBIST first makes such license with respect payment to such country against the royalty payments Third Party at a rate determined in accordance with Section 10.8 on any such amounts not able to be offset. CUBIST will reasonably cooperate with the law firm agreed to by the Parties to provide such information as may be reasonably necessary to enable the law firm to render its opinion. After a Change of Control of CUBIST, (i) amounts previously paid by Licensee to NovaDel CUBIST with respect to the sale licenses described under this Section 12.10(c), plus any accrued interest through the date of the Licensed Product(s) under Change of Control, and not yet paid by XTL or offset pursuant to this Section 4.1; provided12.10(c), however, that no will continue to be offset against milestone and royalty payment when due, regardless of the amount or number of credits available payments otherwise owed to Licensee in accordance with XTL pursuant to Sections 9 and 10 before any other offsets pursuant to this Agreement, ; provided that such milestones and royalties shall not be reduced by more than fifty percent (50%), (ii) only fifty percent (50%) of amounts required to be paid by CUBIST pursuant to such licenses after a Change of Control of CUBIST shall be offset against milestone and royalty payments otherwise owed to XTL pursuant to Sections 9 and 10 before any other offsets pursuant to this Agreement; provided that such milestones and royalties shall not be reduced by more than fifty percent (50%), and (iii) interest shall cease to accrue on all amounts paid by CUBIST pursuant to the licenses obtained or to be obtained under this Section 12.10(c) but not otherwise offset as permitted under this Agreement. (d) With respect to Approved Third Party Licenses wherein the intellectual property rights were neither described in an issued patent nor published in a patent application as of the Effective Date, unless with respect to any such licenses that were not mutually agreed-upon in the Strategy, XTL obtains a Legal Opinion, at XTL’s expense, that is in form and substance reasonably acceptable to CUBIST (provided that CUBIST must notify XTL within thirty (30) days after receipt of the executed Legal Opinion if CUBIST deems such Legal Opinion to not be reasonably acceptable), CUBIST shall have the right to reduce milestone and royalty payments otherwise owed to XTL pursuant to Sections 9 and 10 by fifty percent (50%) of the amounts paid to such Third Parties for such licenses such that the reduced milestone and royalty payments are no less than the XTL Licensor Payments. In the event that CUBIST cannot fully offset such amounts against milestone and royalty payments otherwise owed to XTL, unless paid by XTL, interest shall begin to accrue as of the date CUBIST first makes such payment to such Third Party at a rate determined in accordance with Section 10.8 on any such amounts not able to be offset. CUBIST will reasonably cooperate with the law firm agreed to by the Parties to provide such information as may be reasonably necessary to enable the law firm to render its opinion. After a Change of Control of CUBIST, (i) amounts previously paid by CUBIST with respect to the licenses described under this Section 12.10(d), plus any accrued interest through the date of the Change of Control, and not yet paid by XTL or offset pursuant to this Section 4.1 in 12.10(d), will continue to be offset against milestone and royalty payments otherwise owed to XTL pursuant to Sections 9 and 10 before any calendar quarter. Credits other offsets pursuant to this Agreement; provided that such milestones and royalties shall not exhausted in be reduced by more than fifty percent (50%), and (ii) interest shall cease to accrue on all amounts paid by CUBIST pursuant to the licenses obtained or to be obtained under this Section 12.10(d) but not otherwise offset as permitted under this Agreement. (e) XTL shall have no obligation to pay any calendar quarter may be carried into future calendar quartersamounts incurred by CUBIST pursuant to the Third Party licenses obtained under this Section 12.10, which amounts have not been offset against milestone and royalty payments as of the termination or expiration of this Agreement.

Third Party Licenses. If (a) in If, at any time during the opinion PD-1 Term, either Party reasonably determines that any Third Party intellectual property rights may be necessary for the Development, Manufacture or Commercialization of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in or Licensed Candidate, that is the subject of research, Development, Manufacture and/or Commercialization efforts under this PD-1 License Agreement, then such Party will notify the other Party promptly, and Section 7.9.2 of the Master Collaboration Agreement shall apply and, if the Parties agree to obtain a country in the Territory without infringing one or more Patents that have issued to a license under such Third Party in such countryintellectual property that enables each Party to Develop, or (b) as a result of Manufacture and Commercialize any claim made against a PartyLicensed Candidate, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country Licensed Diagnostic Product in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within then the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product Parties shall share equally in such country without infringing the Patent or other proprietary rights costs of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such countrylicense; provided, however, that NovaDel notwithstanding anything to the contrary in the Master Collaboration Agreement, the Parties shall cooperate through the Patent Committee regarding determining which Party should obtain a license, provided, further that unless the Parties otherwise agree, the following shall apply: (a) Jounce shall have the sole right right, but not the obligation, to seek any obtain a license from a Third Party under intellectual property rights that may be necessary for such license activities with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder that is being Manufactured by or on behalf of Jounce anywhere in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; providedTerritory, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against Manufacturing; and (b) Celgene shall have the royalty payments sole right, but not the obligation, to obtain a license from a Third Party under intellectual property rights that may be paid by Licensee to NovaDel necessary for such activities with respect to any Licensed Product that is being Manufactured by or on behalf of Celgene anywhere in the sale of the Licensed Product(s) under Section 4.1; providedTerritory, however, that no royalty payment when due, regardless of the amount or number of credits available with respect to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarterssuch Manufacturing.

Third Party Licenses. If (a) in In the opinion event that Curis (or its Affiliate or Sublicensee, as applicable) is required to obtain one or more licenses under Patent Rights of outside patent counsel to LicenseeThird Parties reasonably necessary (as discussed below) for the manufacture, Licensee, use or any sale of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a (hereinafter “Third Party in Licenses”), [**]% of the royalties actually paid under such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the TerritoryLicenses by Curis (or by such Affiliate or Sublicensee, a judgment is entered by a court as applicable) for sale of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing for a calendar quarter will be creditable against the Patent or other proprietary rights royalty payments due to Aurigene by Curis with respect to Net Sales of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such countrycountry (whether pursuant to Section 6.7 or, if applicable, clause (y) of Section 6.8(a)); provided, however, that NovaDel shall have in no event will the sole right royalties owed by Curis to seek any such license Aurigene hereunder with respect to the Licensed Process and shall use commercially reasonable efforts to obtain Net Sales of such a license in its own name from Product for such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall calendar quarter be reduced by more than fifty percent [**]%; and provided, further, that Curis will not be entitled to credit any portion of royalties paid by Curis or its Affiliate or Sublicensee to Third Parties with respect to any Other Active in any Combination Product. (50%b) For purposes of this Section 6.10, valid reasons for determining that a license under Patent Rights of a Third Party is “reasonably necessary” for the manufacture, use or sale of a Product in a country shall be limited to the following: (i) without the practice of the amounts otherwise owed pursuant invention(s) claimed by such Patent Rights in the manufacture, use or sale of such Product, the applicable Product would not be commercially viable, would likely be materially less profitable, or would not achieve a commercially reasonable level of market acceptance, in such country; or (ii) in the absence of a license under such Patent Rights, such Patent Rights would be infringed by the manufacture, use or sale of such Product in such country. (c) Promptly after Curis or its Affiliate enters into, or receives notice that a Sublicensee has entered into, a Third Party License, Curis shall notify Aurigene in writing of the Patent Rights covered by such Third Party License. If Aurigene in good faith disagrees with the determination by Curis (or its Affiliate or Sublicensee) that such Third Party License is reasonably necessary for the manufacture, use or sale of a Product in a country, Aurigene shall so notify Curis in writing within [**] days after receipt of such notice from Curis, whereupon the Parties shall promptly confer regarding the matter and attempt in good faith to Section 4.1 reach consensus for up to [**] days from Curis’ receipt of such notice from Aurigene. If the Parties are unable to reach consensus within such [**]-day period, then the Parties shall submit the matter to an independent Third Party expert with relevant experience in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.pharmaceutical industry practices

Third Party Licenses. If (a) The licenses granted in this Article 4 include sublicenses to certain Technology and Patent Rights granted under Third Party Licenses. GERON acknowledges receipt of copies of all such Third Party Licenses entered into by MERIX as of the opinion Effective Date, the terms and conditions of outside patent counsel which shall be deemed Confidential Information of MERIX. Each Party agrees that, to Licenseebenefit under this Agreement from any such sublicense, Licensee, or any each Party must abide by the terms and conditions of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in such Third Party Licenses even where the Territory without infringing terms and conditions of the same conflict with one or more Patents that have issued to a Third terms and conditions of this Agreement. Each Party in such country, or shall be solely responsible for all payment obligations (bincluding milestone payments and running royalties) as a result of any claim made against a Party, or any of arising from its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights exploitation of such Third Party, then, in either case, Licensee shall have Party Technology or Patent Rights pursuant to the first right, but not the obligation to negotiate and to obtain a license from such terms of applicable Third Party as necessary for the Exploitation of any Licensed Product hereunder in such countryLicenses; provided, however, that NovaDel shall have the sole right to seek any such license with respect to milestone payments owing under those Third Party Licenses existing as of the Licensed Process Effective Date, MERIX shall pay up to the first $1.0 million of those milestone payments owing during the first five (5) years after the Effective Date from GERON’s permitted exercise of sublicense rights thereunder, and Geron shall use commercially reasonable efforts be responsible for all other milestone payments with respect to obtain its permitted exercise of sublicense rights thereunder. (b) MERIX shall be responsible for making payments required by the Third Party Licenses with respect to receipt of the Shares. (c) Each Party agrees to comply in all material respects with all its obligations and duties under the Third Party Licenses, as may be amended from time to time, including, without limitation, any provisions necessary to prevent such agreement from being terminated or to prevent any exclusive license granted thereunder to be converted to a license nonexclusive license. Each Party agrees that if, during the Term, a Party sublicensed by the other Party under any Third Party License breaches or defaults on any of the obligations under the Third Party License or receives notice that it is alleged to be in its own name from breach or default of any such Third Party in such countryLicense (“Breaching Party”), under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for LicenseeBreaching Party shall promptly notify the other Party, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee other Party shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect permitted to the Exploitation of the Licensed Product; providedcure such breach or default, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) the terms and conditions of the amounts relevant Third Party License, or otherwise owed pursuant resolve such breach or default directly with the relevant Third Party at the expense of the Breaching Party. Without limiting the foregoing, in the event that a Breaching Party has not cured any actual material breach of any Third Party License within earlier of (a) thirty (30) days after receipt of any notification of such breach or default or (b) five (5) days prior the expiration of the cure period in the relevant Third Party License, the other Party may, in addition to Section 4.1 in its rights under the preceding sentence, terminate its sublicense to the Breaching Party of any calendar quarter. Credits rights under the Third Party License. (d) MERIX agrees that it will not exhausted in agree to any calendar quarter may amendment to any Third Party License without GERON’s prior written consent, which consent will not be carried into future calendar quarterswithheld or delayed if such amendment does not materially conflict with any aspect of this Agreement or materially change GERON’s rights under such Third Party License.

Third Party Licenses. If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment suit is entered by brought in a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either casejurisdiction, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided Products hereunder in such country. Licensee shall be solely responsible for one hundred [***] percent (100%[***]) of all royalty and other obligations with respect to the Exploitation of the Licensed ProductProducts; provided, however, that Licensee shall have the right to credit fifty [***] percent (50%[***]) of any royalties and other payments paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments or other payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1in that country ; provided, however, that no royalty or other payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty [***] percent (50%[***]) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Licensee agrees not to make statements against the interest of NovaDel or Joint Patents or reach written conclusions regarding the validity or enforceability of NovaDel or Joint Patents in any settlement agreement without the consent of NovaDel. . NovaDel agrees not to make statements against the interest of NovaDel or Joint Patents or reach written conclusions regarding the validity or enforceability of NovaDel or Joint Patents in any settlement agreement without the consent of Licensee.

Third Party Licenses. If The Parties acknowledge that each Party (a) in as of the opinion of outside patent counsel Effective Date may control Patent Rights or other Intellectual Property pursuant to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to an in-license from a Third Party in such country, or and/or (b) as a result of any claim made against a Party, may obtain licenses after the Effective Date to Patent Rights or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right Intellectual Property of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, thenin each case, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, order to Exploit the Licensed Product as provided hereunder Products in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations the Field, with respect to Century, including but not limited to, licenses under technology of gene editing technology, targets and binders and switches, and which licenses include payments to such Third Party licensor for the rights to such Patent Rights or other Intellectual Property (each a “Third Party License”). In the event that either Party enters into a Third Party License at any time following the Effective Date or considers that a Third Party License that it entered into prior to the Effective Date is reasonably necessary to Exploit the Licensed Products in the Field, such Party (the “Executing Party”) will provide the other Party (the “Electing Party”) prompt written notice of such Third Party License. Following receipt of such notice, but in no event later than six (6) months thereafter, the Electing Party may elect, by providing written notice, to receive a license to Exploit the Licensed Products using such Third Party License in the Territory in the case of Century or outside of the Territory in the case of CDI. In the event the Electing Party elects to receive a license from the Executing Party to such Third Party License, then, prior to including the Patent Rights and Intellectual Property under such Third Party License hereunder, the Parties will agree on an equitable apportionment of any upfront or contingent payments paid by the Executing Party to the Third Party licensor to reflect the fair value attributable to the use of such Patent Rights and other Intellectual Property for the Exploitation of the Licensed Product; Products in each Party’s territory. The Electing Party shall pay the Executing Party such apportioned amount within thirty (30) days of including such Patent Rights and Intellectual Property under such Third Party License hereunder, provided, howeverhowever in the event CDI is the Electing Party the Parties shall negotiate and agree on the apportioned amount after CDI notifies Century in writing in accordance with Section 2.4 of its election to Exploit in the Field outside the Territory the Licensed Products that has met its primary endpoint(s) in a Phase 2 Clinical Trial. In addition, the Electing Party shall be responsible for any amounts, including any royalties, milestone payments or license fees, that Licensee shall have become due during the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against Term as a result of the royalty payments to be paid by Licensee to NovaDel with respect to the sale Electing Party’s Exploitation of the Licensed Product(s) under Section 4.1; providedProducts in its territory. Notwithstanding the foregoing, however, that in no royalty payment when due, regardless event will the Electing Party pay to or owe the Executing Party any markup or other amount in excess of the amount due to the Third Party by the Executing Party. Upon the Parties’ mutual agreement of such terms, such Patent Right or number of credits available other Intellectual Property will be treated as “Controlled” by the Executing Party hereunder to Licensee the extent, and only to the extent that and for so long as, the Electing Party agrees and does pay to the Executing Party in accordance with this Agreement, shall be reduced by more than fifty percent (50%) hereunder all such applicable payments to such Third Party licensor arising out of the amounts otherwise owed pursuant grant and exercise of the license to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersthe Electing Party hereunder.

Third Party Licenses. If (ai) any unexpired Third Party patent(s) claiming a Targacept Development Compound licensed to Targacept under Section 5.2(c) and/or a Targacept Licensed Product, or its manufacture or use, exist(s) in the opinion of outside patent counsel to Licenseea country where a Targacept Licensed Product is being manufactured, Licenseeused or sold, (ii) it should prove in Targacept’ bona fide, good faith judgment impractical or any of impossible for it or its Affiliates or SublicenseesSublicensees to commence or continue the manufacture, cannot Exploit a Licensed Product in a country in the Territory without infringing one use or more Patents that have issued to a Third Party in sale of such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Targacept Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain obtaining a license from under such Third Party as necessary for patent that permits Targacept or its Affiliates or Sublicensees to continue to pursue the Exploitation discovery, development, manufacture and commercialization of any such Targacept Licensed Product hereunder (a “Third Party License”) and (iii) Aventis neither delivers to Targacept an opinion without material qualifications from nationally recognized patent counsel in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect country to the Licensed Process effect that such manufacture, use or sale does not and shall use commercially reasonable efforts to obtain such a license in its own name from will not infringe such Third Party in patent(s) nor gives written notice to Targacept within ninety (90) days after Targacept delivers notice to Aventis of such countryunexpired Third Party patent that Aventis will negotiate with the Third Party a Third Party License, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee Targacept shall have the right to credit fifty percent negotiate and obtain a Third Party License on commercially reasonable terms, with the cost of such license (50%including, without limitation, all license fees, milestone payments and royalties) to be set off against any payments owed in respect of such Targacept Development Compound (or Targacept Licensed Product) by Targacept to Aventis pursuant to Sections 7.1, 7.2 or 7.7. If (i) any royalties paid by Licenseeunexpired Third Party patent(s) claiming Targacept Know-How or Targacept Research Technology licensed to Aventis under this Agreement exist(s) in a country where an Alliance Product is being manufactured, used or sold, (ii) it should prove in Aventis’ bona fide, good faith judgment impractical or impossible for it or its Affiliates or Sublicensees to commence or continue the manufacture, use or sale of such Alliance Product in such country without obtaining a license under such license with respect Third Party patent that permits Aventis or its Affiliates or Sublicensees to continue to pursue the discovery, development, manufacture and commercialization of such Alliance Product (a “Third Party License”) and (iii) Targacept does neither deliver to Aventis an opinion without material qualifications from nationally recognized patent counsel in such country against to the royalty effect that such manufacture, use or sale does not and will not infringe such Third Party patent(s) nor gives written notice to Aventis within ninety (90) days after Aventis delivers notice to Targacept of such unexpired Third Party patent that Targacept will negotiate with the Third Party a Third Party License, Aventis shall have the right to negotiate and obtain a Third Party License on commercially reasonable terms, with the cost of such license (including, without limitation, all license fees, milestone payments and royalties) to be paid set off against any payments owed in respect of such Alliance Development Compound or Alliance Product by Licensee Aventis to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed Targacept pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersSections 7.1 and 7.2 hereinabove.

Third Party Licenses. 8.12.1. If (a) in the opinion Development, Manufacture or Commercialization of outside patent counsel to the Licensed Products by Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product Sublicensees infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appealParty, such that Licensee Licensee, its Affiliates or Sublicensees has a good faith belief, based on advice of outside counsel, that it cannot Exploit such Develop, Manufacture or Commercialize Licensed Product Products in such country the Territory without infringing the such Patent or other proprietary rights intellectual property right of such Third PartyParty (“Necessary IP”), then, then Licensee shall provide POZEN with written notice of its intent to obtain a license and shall consider POZEN’s comments in either casegood faith. Thereafter, Licensee shall have the first right, but not the obligation to negotiate and obligation, to obtain a license from such Third Party as necessary for in the Exploitation of any Licensed Product hereunder Territory. In the event Licensee obtains such a license, Licensee agrees that the license shall be fully sublicensable in such country; provided, however, the Territory. 8.12.2. In the event that NovaDel shall have the sole Licensee exercises its right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license from a Third Party as described in its own name from Section 8.12.1, the amount of Licensee’s royalty payment to POZEN under this Agreement shall be reduced by an amount equal to [* * *] percent ([* * *]%) of the license fees, milestones, royalties or other such payments due to such Third Party in each Calendar Quarter that such countrypayments are due to such Third Party; provided, that, together with any reductions taken pursuant to Sections [* * *] and 7.4.3, Licensee shall not by such reductions reduce by more than [* * *] percent ([* * *]%) the royalty rate that would otherwise be due POZEN under the terms of this Agreement. Deductions to which NovaDel shallLicensee is entitled under this Section, to the extent permissible under not exhausted in any Calendar Quarter, may be carried into future Calendar Quarters until the full deduction is taken. 8.12.3. In the event that Licensee does not obtain a license to Necessary IP from the applicable Third Party as described in Section 8.12.1 permitting Licensee to perform its obligations pursuant to this Agreement without infringing such licenseNecessary IP, grant a sublicense then upon ninety (90) days’ prior written notice to Licensee as necessary for LicenseePOZEN, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, terminate this Agreement in its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed entirety pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters13.10.

Third Party Licenses. If (a) the Exploitation of the Licensed Product in accordance with the opinion terms and conditions of outside patent counsel to this Agreement, by Licensee, Licensee, its Affiliates or any of its Affiliates Sublicensees or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product Distributors infringes or misappropriates any Patent or any other intellectual property right Intellectual Property Right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appealany country, such that Licensee or any of its Affiliates, Sublicensees or Distributors cannot Exploit such not, in the reasonable opinion of Licensee as advised by competent patent counsel, Develop or Commercialize the Licensed Product in such country without infringing the Patent or other proprietary rights Intellectual Property Right of such Third Party, then, subject to the Spectrum Agreement, (x) if such Patent or other Intellectual Property Right is pending, issued or registered only in either casethe Licensee Territory, Licensee shall have the first right, but not right to take the obligation to negotiate and to obtain a lead on negotiating the terms of each such license from with such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel and (y) otherwise GPC Biotech shall have the sole first right to take the lead on negotiating the terms of each such license, and in each case ((x) and (y)), if such Party does not take such lead, then the other Party may do so; provided that Licensee may seek or obtain any such license solely with respect to one or more countries in the Licensee Territory; and provided, further, in either case: the terms of any such license shall permit the Party obtaining such license to grant to the other Party a sublicense thereunder; the Parties shall cooperate in negotiating the terms of such license with such Third Party; and the Party obtaining such license shall consult with the other Party prior to making any proposal regarding, or otherwise agreeing to, the terms of any such license. The determination of whether to seek and the terms of any such license shall be approved by the JEC. If one or both Parties enter into such a Third Party license agreement for the Licensee Territory, then: (a) Each Party shall be solely responsible for all license fees, milestones, royalties or other such payments due to such any Third Party (“Third Party Payments”) (irrespective of the Party that has entered into an agreement with, or first made a payment to, such Third Party) consisting of payments with respect to the Commercialization of such Licensed Process and Product in each Party’s portion of the Territory. Any Third Party Payments (irrespective of the Party that has entered into an agreement with, or first made a payment to, such Third Party) consisting of license fees, milestones or other payments with respect to Development shall use commercially reasonable efforts to obtain be shared by the Parties such a license in its own name from that Licensee shall bear thirty-five percent (35%) of such Third Party in Payments and GPC Biotech shall bear sixty-five (65%) percent of such countryThird Party Payments; provided that GPC Biotech shall be solely responsible for all license fees, milestones and royalties due to Spectrum pursuant to the Spectrum Agreement (the “Spectrum Payments”) and any Third Party Payments under which NovaDel shall, any agreements entered into pursuant to clause (y) of Section 8.4.1 to the extent permissible under such licenseagreement relates solely to the GPC Biotech Territory; and, grant a sublicense to Licensee as necessary for Licenseeprovided, and any of its Affiliates and Sublicenseesfurther, to Exploit the Licensed Product as provided hereunder in such country. that Licensee shall be solely responsible for one hundred percent Third Party Payments under any agreement entered into pursuant to clause (100%x) of all royalty Section 8.4.1. In the event that either Party has entered into such Third Party license agreement pursuant to this Section and has the obligation pursuant to such agreement to pay to such Third Party such Third Party Payments, such amounts shall be paid by the other obligations with respect Party to such contracting Party as early as may be necessary to ensure that such contracting Party has received from the other Party the required payment at least five (5) Business Days prior to the Exploitation of date on which such contracting Party owes the Licensed Productcorresponding payment to the Third Party. For clarity, no amount paid by Licensee to a Third Party as a Third Party Payment for the Licensee Territory in accordance with this Section shall be included in the Collaboration Costs; provided, however, that and (b) Licensee shall have the right to credit fifty percent (50%) deduct up to [...***...] of any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be Third Party Payments paid by Licensee to NovaDel with respect to the sale of Licensee Territory from royalty payments set forth in Section 7.2 hereunder, provided that the Licensed Product(s) royalty rate payable to GPC Biotech under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, 7.2 shall not be reduced by more than fifty percent (50%) [...***...] in any Calendar Quarter. In the event that any reduction permitted under this Section is so limited, Licensee may carry the unused portion of such Third Party Payments, comprised solely of upfront license fee payments, forward to subsequent Calendar Quarters, subject to the application of the amounts otherwise owed pursuant to Section 4.1 limitations set forth in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersthis Section.

Third Party Licenses. If (a) in If, at any time during the opinion of outside patent counsel to LicenseeJounce Co-Co Term, Licensee, or either Party reasonably determines that any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as may be necessary for the Exploitation Development, Manufacture or Commercialization of any Licensed Co-Co Product hereunder in or Co-Co Candidate, that is the subject of research, Development, Manufacture and/or Commercialization efforts under this Jounce Lead Co-Co Agreement, then such countryParty will notify the Patent Committee promptly, and Section 7.9 of the Master Collaboration Agreement shall apply (excluding Section 7.9.3); provided, however, that NovaDel notwithstanding anything to the contrary in such provision of the Master Collaboration Agreement, unless Jounce has delivered a Jounce Opt-Out Notice in accordance with Section 4.4, the Parties shall cooperate through the Patent Committee regarding determining which Party should obtain a license, provided, further that unless the Parties otherwise agree, the following shall apply: (a) Jounce shall have the sole right right, but not the obligation, to seek any obtain a license from a Third Party under intellectual property rights that may be necessary for such license activities with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shallU.S. Administration or, to the extent permissible under such licenseany Co-Co Product is being Manufactured by or on behalf of Jounce anywhere in the Territory, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against Manufacturing; and (b) Celgene shall have the royalty payments sole right, but not the obligation, to obtain a license from a Third Party under intellectual property rights that may be paid by Licensee to NovaDel necessary for such activities with respect to ROW Administration or, to the sale extent any Co-Co Product is being Manufactured by or on behalf of Celgene anywhere in the Territory, with respect to such Manufacturing. Any amounts paid by (i) Celgene pursuant to any Third Party License Agreement entered into pursuant to Section 7.9 of the Licensed Product(sMaster Collaboration Agreement or this Section 6.7 for ROW Administration shall be applied to reduce royalties payable to Jounce, to the extent provided in Section 5.3.3, or (ii) under by Jounce or Celgene pursuant to this Section 4.1; provided, however, that no royalty payment when due, regardless 6.7 or by Celgene pursuant to Section 7.9 of the amount or number of credits available to Licensee Master Collaboration Agreement, in each case for U.S. Administration, shall be shared by the Parties in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersProfit & Loss Share.

Third Party Licenses. If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee 4.5.1 Anacor shall be solely responsible for one hundred percent satisfying all costs and payments of [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. any kind (100%including all upfront fees, annual payments, milestone payments and royalty payments) for any license(s) required from a Third Party for (i) use of all royalty and other obligations any Collaboration Compounds in connection with respect a Project, or (ii) the use of Anacor's proprietary boron chemistry platform technology as contemplated hereunder for the discovery, research, manufacture or use of Collaboration Compounds or Targets in a Project, in either case prior to the Exploitation expiration of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license Research Collaboration Term with respect to such country against Project. In addition, Anacor shall be solely responsible for satisfying all costs and payments of any kind (including all upfront fees, annual payments, milestone payments and royalty payments) for any license from a Third Party to Anacor that exists as of the Effective Date. Notwithstanding anything to the contrary herein, this Section 4.5.1 does not apply to any license from a Third Party to GSK that exists as of the Effective Date, and GSK (and not Anacor) shall be solely responsible for satisfying all costs and payments of any kind thereunder. 4.5.2 If GSK determines that it needs to obtain one or more licenses from one or more Third Parties (other than any license described in Section 4.5.1) to manufacture or commercialize any GSK Development Compound, GSK shall inform Anacor. Anacor shall have the first right to obtain such license(s). In the event that Anacor obtains such a license, any Patents and/or Know-How licensed to Anacor under such license shall be deemed to be Anacor Collaboration IP, and all costs and expenses incurred by Anacor under such license(s) shall be [***] by Anacor and GSK. In the event that Anacor decides not to pursue such license(s), GSK may do so. To the extent a license obtained by GSK pursuant to this Section 4.5.2 is a Necessary License, GSK shall be entitled to the credit set forth in Section 6.5.3(c). 4.5.3 Except as set forth in Sections 4.5.1 and 4.5.2, GSK shall be [***] responsible for obtaining any licenses from Third Parties that GSK determines, in its sole discretion, are required in order to lawfully research, develop, manufacture, and commercialize GSK Development Compounds and Products in the Field in the Territory. GSK shall be [***] responsible for any costs associated with such licenses, subject to the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under adjustment set forth in Section 4.1; provided6.5.3(c), however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarterif applicable. Credits not exhausted in any calendar quarter may be carried into future calendar quarters[***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Third Party Licenses. If (a) If either Party reasonably determines that certain Third Party intellectual property rights are necessary for the Development or Commercialization of the Product, where such Third Party intellectual property rights are necessary solely due to the inclusion of [***] in the opinion of outside patent counsel Product, Bayer shall at its expense obtain a license to Licenseesuch Third Party intellectual property, Licenseewith the right to sublicense, in order to permit both Parties to conduct their obligations under the Agreement. Subject to the foregoing, the terms and conditions involved in obtaining such rights shall be determined at Bayer’s sole discretion. If Bayer elects not to obtain rights to such Third Party intellectual property, or any of its Affiliates or Sublicenseesis unsuccessful in obtaining such rights, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee then Nektar shall have the first right, right (but not the obligation obligation) to negotiate and to obtain a license rights from such Third Party as at its sole discretion and expense. If either Party reasonably determines that certain Third Party intellectual property rights are necessary for the Exploitation Development or Commercialization of any Licensed Product hereunder the Product, where such Third Party intellectual property rights are necessary solely due to the inclusion of the [***] in the Product, Nektar shall at its expense obtain a license to such country; providedThird Party intellectual property, howeverwith the right to sublicense, that NovaDel in order to permit both Parties to conduct their obligations under the Agreement. Subject to the foregoing, the terms and conditions involved in obtaining such rights shall be determined at Nektar’s sole discretion. If Nektar elects not to obtain rights to such Third Party intellectual property, or is unsuccessful in obtaining such rights, then Bayer shall have the sole right (but not the obligation) to seek any such license with respect to the Licensed Process negotiate and shall use commercially reasonable efforts to obtain such a license in its own name rights from such Third Party at its sole discretion and expense. If either Party reasonably determines that certain Third Party intellectual property rights are necessary for the Development or Commercialization of the Product, where such Third Party intellectual property rights are required for reasons not solely based on the inclusion of [***] in the Product, the Parties shall jointly obtain the requisite rights to such Third Party intellectual property and share the costs associated therewith as follows: Bayer shall bear [***] of such costs and Nektar shall bear [***] of such costs. The terms and conditions involved in obtaining such rights shall be mutually agreed upon by both Parties. (b) If the Parties disagree on whether rights in Third Party intellectual property are reasonably necessary for the Development or Commercialization of the Product, the JSC will be responsible for determining whether rights in such countryThird Party intellectual property should be obtained. If the JSC determines that rights in such Third Party intellectual property are reasonably necessary, under which NovaDel shall, to the extent permissible under responsibility and costs for obtaining such rights shall be borne by the Parties as follows: (i) Bayer shall bear all costs and expenses incurred in connection with any such license, grant a sublicense under Third Party intellectual property rights that are necessary solely due to Licensee the inclusion of [***] in the Product; (ii) Nektar shall bear all costs and expenses incurred in connection with any such license, under Third Party intellectual property rights that are necessary solely due to the inclusion of the [***] in the Product; and (iii) for any such licenses under Third Party intellectual property rights that are required for reasons not solely due either to the inclusion of [***], in the Product, the Parties shall jointly obtain the requisite license to such Third Party intellectual property rights and share the costs associated therewith as necessary for Licenseefollows: Bayer shall bear [***] of such costs, and any Nektar shall bear [***] of its Affiliates and Sublicensees, to Exploit such costs. If the Licensed Product as provided hereunder JSC determines that rights in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; providedThird Party intellectual property are not required, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees either Party may obtain a license under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersThird Party intellectual property at its sole discretion and expense.

Third Party Licenses. If (a) in If, at any time during the opinion of outside patent counsel to LicenseeCelgene Co-Co Term, Licensee, or either Party reasonably determines that any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as may be necessary for the Exploitation Development, Manufacture or Commercialization of any Licensed Co-Co Product hereunder in or Co-Co Candidate, that is the subject of research, Development, Manufacture and/or Commercialization efforts under this Celgene Lead Co-Co Agreement, then such countryParty will notify the Patent Committee promptly, and Section 7.9 of the Master Collaboration Agreement shall apply (excluding Section 7.9.3); provided, however, that NovaDel notwithstanding anything to the contrary in such provision of the Master Collaboration Agreement, unless Jounce has delivered a Jounce Opt-Out Notice in accordance with Section 4.4, the Parties shall cooperate through the Patent Committee regarding determining which Party should obtain a license, provided, further that unless the Parties otherwise agree, Celgene shall have the sole right right, but not the obligation, to seek any obtain a license from a Third Party under intellectual property rights that may be necessary for such license activities with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shallU.S. Administration and/or ROW Administration or, to the extent permissible under such licenseany Co-Co Product is being Manufactured by or on behalf of Celgene anywhere in the Territory, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be Manufacturing. Any amounts paid by Licensee (i) Celgene pursuant to NovaDel with respect any Third CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Party License Agreement entered into pursuant to Section 7.9 of the Master Collaboration Agreement or this Section 6.7 for ROW Administration shall be applied to reduce royalties payable to Jounce, to the sale extent provided in Section 5.3.3, or (ii) by Celgene pursuant to this Section 6.7 or pursuant to Section 7.9 of the Licensed Product(s) under Section 4.1; providedMaster Collaboration Agreement, howeverin each case for U.S. Administration, that no royalty payment when due, regardless of shall be shared by the amount or number of credits available to Licensee Parties in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersProfit & Loss Share.

Third Party Licenses. If (a) in the reasonable opinion of outside patent counsel to LicenseeImpax or AstraZeneca, Licenseethe Development, Manufacture, or Commercialization of any Existing Product by Impax, any of its Affiliates, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product their Sublicensees infringes or misappropriates any Patent Patent, trade secret, or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee Impax, any of its Affiliates or any of its or their Sublicensees cannot Exploit such Licensed Develop, Manufacture, or Commercialize any Existing Product in such country the Field in the Territory without infringing the Patent or misappropriating such Patent, trade secret, or other proprietary rights intellectual property right of such Third Party, then, in either case, Licensee then [***] shall have the first right, but not the obligation obligation, to negotiate and to obtain a license from such Third Party as necessary for [***], and its and their [***] to Develop, Manufacture, and Commercialize Existing Products in the Exploitation of any Licensed Product hereunder Field in such country; providedthe Territory (a “Third Party License”), howeverprovided that, that NovaDel in the event [***] does not obtain a Third Party License within [***] with respect to a given infringement or misappropriation, [***] shall have the sole right second right, but not the obligation, to seek any commence negotiations and to enter into such license a Third Party License with respect to the Licensed Process Territory. In the event that AstraZeneca obtains a Third Party License, AstraZeneca shall grant to Impax a sublicense with respect to Existing Products under any such Patent, trade secret, or other intellectual property right Controlled by AstraZeneca pursuant to such license, which sublicense shall be granted with a scope and on terms consistent with the grants provided to Impax in Section 6.1 and subject to the applicable terms and conditions of the Third Party License. Impax shall use commercially reasonable efforts be responsible for all payments to obtain the applicable Third Party to the extent reasonably allocable to Impax’ exercise of its rights with respect to the Existing Products in the Field in the Territory (and to the extent allocable to Impax’ exercise of any other rights as may be granted to Impax pursuant to such a license in its own name from sublicense with respect to Additional Products), provided that, for purposes of Section 7.2.3, such payments shall be deemed to have been made by Impax directly to such Third Party in such country, under which NovaDel shall, and shall be subject to Section 7.2.3 to the extent permissible under such licenseapplicable. Subject to Section 7.2.3, grant a sublicense to Licensee as necessary Impax shall be responsible for Licensee, and all payments made by Impax or any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible any Third Parties for one hundred percent (100%) of all royalty and any license or other obligations rights granted to Impax with respect to Licensed Products, including any Third Party License entered into by Impax consistent with this Section 10.6. Except as provided in this Section 10.6, Impax shall not be restricted from entering into any license agreement with any Third Party pursuant to which Impax obtains any license or similar rights to permit the Exploitation full and unhindered exercise of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees rights under such license this Agreement with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersProducts.

Third Party Licenses. If With respect to the Exploitation of any Licensed Product under this Agreement, and without prejudice to any other right of each Party, Gilead and Precision may obtain licenses from Third Parties for any rights for the Exploitation of any Licensed Product in accordance with the following provisions of this Section 5.4.3 (each, a “Third Party License”): (a) in If during the opinion of outside patent counsel Collaboration Term, either Party considers that a license(s) to Licenseeadditional technology, Licenseeincluding [***], or any IP Rights of its Affiliates a Third Party are necessary or Sublicenseesreasonably useful to Develop, cannot Manufacture or otherwise Exploit a Licensed Product in a country in under this Agreement, such Party may refer the Territory without infringing one or more Patents matter to the JSC for discussion. If the JSC concludes that have issued to such a Third Party License is required or reasonably useful, the Parties shall negotiate in good faith which Party shall enter into the Third Party License and the allocation between the Parties of responsibility for the costs and expenses of obtaining such countryThird Party License, including any royalty reductions under the payments otherwise payable to Precision under Section 5.4.1. Notwithstanding the foregoing, after the Collaboration Term, if rights to Patents controlled by any Third Party cover or (b) as claim the applicable Licensed Product or its Manufacture, then Gilead may negotiate and obtain a result of any claim made against a PartyThird Party License from such Third Party for Gilead, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Sublicensees to Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such in accordance with this Agreement. If, pursuant to this Section 5.4.3(a), Gilead has obtained a Third PartyParty License, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain owes a license from royalty under such Third Party as necessary License for the Exploitation sales of any a Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such particular country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee then Gilead shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against reduce the royalty payments otherwise payable to Precision under Section 5.4 based on such sales by up to [***] of such payments under such Third Party License; provided that, no royalty payment to Precision for a Licensed Product hereunder shall be paid by Licensee reduced, pursuant to NovaDel this Section 5.4.3(a), to less than [***] of the royalty payment that would otherwise be due to Precision in the absence of a reduction pursuant to this Section 5.4.3(a). (b) Notwithstanding Section 5.4.3(a) above, Precision shall be responsible for obtaining any licenses from Third Parties to Gilead ARC Nuclease delivery technology, including [***], used in the Collaboration Program in the Licensed Products (“[***]”), [***], and following the execution of any such Third Party License shall notify Gilead promptly of the same. Precision shall not incorporate or use any such [***] in the Manufacture [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. of the Licensed Products unless Precision has the right to sublicense such [***] to Gilead consistent with Section 4.1.3 and transfers such [***] to Gilead as set forth in Section 3.6.2. In the event Precision fails to obtain a Third Party License with respect to the sale of [***] that Precision uses in the Collaboration Program in the Licensed Product(s) Products, or fails to so transfer such [***], or if the terms of such proposed Third Party License as disclosed under Section 4.1; provided4.1.3 are not acceptable to Gilead, howeverthen Gilead may do so independently and may in such case [***]. (c) For clarity, that no royalty payment when dueto the extent an agreement includes rights with respect to any active therapeutic ingredient, regardless having a different mode of action than the amount Gilead ARC Nuclease or number of credits available to Licensee in accordance with this Agreementa different active component than the Gilead ARC Nuclease, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits it is not exhausted in any calendar quarter may be carried into future calendar quartersa Third Party License.

Third Party Licenses. If (a) If (i) in the opinion Collective Opinion of outside patent counsel to LicenseeCounsel, Licenseea Party, or any of its Affiliates Affiliates, licensees or Sublicenseespermitted sublicensees, cannot Exploit a Licensed Collaboration Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (bii) as a result of any claim made against a Party, or any of its Affiliates Affiliates, licensees or Sublicenseespermitted sublicensees, alleging that the Exploitation of a Licensed Collaboration Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee a Party cannot Exploit such Licensed Collaboration Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee the Parties shall have the first right, but not the obligation to negotiate and use Commercially Reasonable Efforts to obtain a license in the names of the Parties from such Third Party as necessary for the Exploitation of any Licensed Product Collaboration Products hereunder in such country; provided. Such activities shall be coordinated through the Steering Committee. Without acknowledging any actual or potential infringement, howeverthe Parties agree that it is in the best interests of the Collaboration to seek to enter into a cross license with * to ensure that the Collaboration has freedom to operate with respect to Collaboration Products against the Collaboration Target referred to on Appendix C as PSMA. Accordingly, the Parties further agree that NovaDel (i) no Collective Opinion of Counsel shall be necessary for the Steering Committee to commence negotiations with * and its licensees to obtain such cross license, and (ii) the Steering Committee shall, promptly after the Effective Date, commence such negotiations and use Commercially Reasonable Efforts to obtain such cross license. (b) Notwithstanding subsection (a) above, Medarex shall have the sole right to seek any such license with respect to the Licensed Mice-Related Technology or any Production Process Technology, and shall use commercially reasonable efforts Commercially Reasonable Efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel Medarex shall, to the extent permissible under such license, grant a sublicense to Licensee Northwest as necessary for LicenseeNorthwest, and any of its Affiliates As Filed with the Securities and SublicenseesExchange Commission on August 10, to Exploit the Licensed Product as provided hereunder in such country2001. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters*INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Third Party Licenses. If (a) If (i) in the opinion Collective Opinion of outside patent counsel to LicenseeCounsel, Licenseea Party, or any of its Affiliates Affiliates, licensees or Sublicenseespermitted sublicensees, cannot Exploit a Licensed Collaboration Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (bii) as a result of any claim made against a Party, or any of its Affiliates Affiliates, licensees or Sublicenseespermitted sublicensees, alleging that the Exploitation of a Licensed Collaboration Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee a Party cannot Exploit such Licensed Collaboration Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee the Parties shall have the first right, but not the obligation to negotiate and use Commercially Reasonable Efforts to obtain a license in the names of the Parties from such Third Party as necessary for the Exploitation of any Licensed Product Collaboration Products hereunder in such country; provided. Such activities shall be coordinated through the Steering Committee. Without acknowledging any actual or potential infringement, howeverthe Parties agree that it is in the best interests of the Collaboration to seek to enter into a cross license with [ *** ] to ensure that the Collaboration has freedom to operate with respect to Collaboration Products against the Collaboration Target referred to on Appendix C as PSMA. Accordingly, the Parties further agree that NovaDel (i) no Collective Opinion of Counsel shall be necessary for the Steering Committee to commence negotiations with [ *** ] and its licensees to obtain such cross license, and (ii) the Steering Committee shall, promptly after the Effective Date, commence such negotiations and use Commercially Reasonable Efforts to obtain such cross license. (b) Notwithstanding subsection (a) above, Medarex shall have the sole right to seek any such license with respect to the Licensed Mice-Related Technology or any Production Process Technology, and shall use commercially reasonable efforts Commercially Reasonable Efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel Medarex shall, to the extent permissible under such license, grant a sublicense to Licensee Northwest as necessary for LicenseeNorthwest, and [ *** ]INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. any of its Affiliates and Sublicenseespermitted sublicensees, to Exploit the Licensed Product Collaboration Products as provided hereunder in such country. Licensee If Medarex is unable to secure the right to sublicense to Northwest, the Parties shall meet to discuss how to proceed. If the Parties are unable to come to a mutually satisfactory arrangement, and if Northwest does not wish to proceed with a joint development and commercialization of a Collaboration Antibody for which such sublicense is required, it shall notify Medarex thereof in writing, which notice shall be solely responsible for one hundred deemed to be an Opt-Out Notice as provided in Section 5.1.1. (c) The Parties shall each bear fifty percent (10050%) of all any royalty or other payment obligations under the licenses obtained as provided in subsections (a) or (b) above, except with respect to the Medarex Technology or the Northwest Technology, where Northwest and Medarex, respectively, shall be responsible for fifty percent (50%) of only those royalty and other payment obligations with respect to the Exploitation of Collaboration Products and the Licensed Product; providedother activities of the Parties hereunder. (d) For purposes of this Section 7.4.1, however"COLLECTIVE OPINION OF COUNSEL" shall mean the final joint opinion of patent counsel selected by Northwest and patent counsel selected by Medarex, that Licensee shall have after review of all data and information reasonably available at the right to credit fifty percent time such opinion is rendered. If patent counsel for the Parties cannot agree on a final joint opinion within twenty (50%20) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect days after submission of the matter to such country against counsel, the royalty payments to be paid by Licensee to NovaDel with respect to the sale patent counsel of the Licensed Product(s) under Section 4.1; providedParties shall agree on a third patent counsel who shall offer an independent opinion on the subject matter, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, which independent opinion shall be reduced by more than fifty percent (50%) deemed the Collective Opinion of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersCounsel.

Third Party Licenses. If (a) the Exploitation of the Licensed Products in accordance with the opinion terms and conditions of outside patent counsel to this Agreement, by Licensee, Licensee, its Affiliates or any of its Affiliates Sublicensees or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Distributors infringes any Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appealany country, such that Licensee or any of its Affiliates, Sublicensees or Distributors cannot Exploit such not, in the reasonable judgment of Licensee, after investigation by and consultation with Licensor and competent patent counsel, Develop or Commercialize the Licensed Product Products in such country without infringing the Patent or other proprietary rights Patents of such Third Party, then, in either casethen (x) if such Patents have claims that cover only the Licensed Products (as opposed to those Patents which also cover other products of Licensor), Licensee shall have the first right, but not right to take the obligation to negotiate and to obtain a lead on negotiating the terms of each such license from with such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel and (y) otherwise Licensor shall have the sole first right to seek any such license with respect to take the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to lead on negotiating the extent permissible under terms of each such license, grant and in each case ((x) and (y)), if such Party does not take such lead, then the other Party may do so; provided that it shall use Commercially Reasonable Efforts to seek to obtain, but shall not be required to obtain, worldwide rights with the right to sublicense the other Party for use with its respective products; and provided, further, in either case that the Party obtaining such license shall consult with the other Party prior to making any proposal regarding, or otherwise agreeing to, the terms of any such license. If one or both Parties enter into such a sublicense to Licensee as necessary for LicenseeThird Party license agreement, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee then: (a) Each Party shall be solely responsible for one hundred percent all license fees, milestones, royalties or other such payments due to such any Third Party (100%“Third Party Payments”) (irrespective of all royalty and other obligations the Party that has entered into an agreement with, or first made a payment to, such Third Party) consisting of payments with respect to the Exploitation Commercialization of, on the one hand a Licensed Product (in the case of Licensee) or, on the other hand, a product other than a Licensed Product (in the case of the Licensed ProductLicensor). For clarity, during the Co-Promotion Period, an allocated portion, as between Europe and the other countries in the Licensee Territory based upon sales or reasonably anticipated sales, of the amounts paid by Licensee to a Third Party as a Third Party Payment for the Licensee Territory in accordance with this Section shall be included in the Development Costs and Commercialization Costs; provided, however, that and (b) Licensee shall have the right to credit fifty deduct up to *** percent (50***%) of any royalties Third Party Payments paid by Licensee, its Affiliates or Sublicensees under such license Licensee with respect to such country against any country(ies) in the Licensee Territory from royalty payments set forth in Sections 7.2.1 and 7.2.2 hereunder on Net Sales in such country(ies); provided that such royalties payable to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) Licensor under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, Sections 7.2.1 and 7.2.2 on such Net Sales shall not be reduced by more than fifty ***percent (50***%) in any Calendar Year. In the event that any reduction permitted under this Section is so limited, Licensee may carry the unused portion of such Third Party Payments forward to subsequent Calendar Years, subject to the application of the amounts otherwise owed pursuant to Section 4.1 limitations set forth in any calendar quarterthis Section. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.8.4.2

Third Party Licenses. If (a) in the reasonable opinion of outside patent counsel to LicenseeAbbVie, Licenseethe Development, Manufacture, or Commercialization of any AbbVie Probody, Discovery PDC or Licensed Product by AbbVie, any of its Affiliates, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product their Sublicensees infringes or misappropriates any Patent Patent, trade secret, or any other intellectual property right of a Third Party in a any country or other jurisdiction in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee AbbVie, any of its Affiliates or any of its or their Sublicensees cannot Exploit Develop, Manufacture, or Commercialize such AbbVie Probody, Discovery PDC or Licensed Product in such country or other jurisdiction without infringing the Patent such Patent, trade secret, or other proprietary rights intellectual property right of such Third Party, thenthen AbbVie shall provide notice of such potential infringement or misappropriation, and the Parties shall agree to meet within [***] after such notice to determine whether a license to such Third Party intellectual property is necessary, and, if the Parties agree a license is necessary, which Party should obtain a license to such Third Party intellectual property; provided, however that if the Parties cannot agree as to either the necessity of such a license or as to which Party should seek such license in either casesuch meeting, Licensee then (a) if such Patent, trade secret or other intellectual property right covers or is necessary to Exploit other Probodies in addition to Discovery Probodies, then Licensor shall have the first right for a period of [***] following the date of such meeting between the Parties to negotiate a license for such intellectual property, which license shall include the right of Licensor to sublicense such intellectual property to AbbVie; provided if Licensor is not able to obtain such license within such [***] period, then AbbVie shall have the sole right to obtain such license to Develop, Manufacture, and Commercialize AbbVie Probodies, Discovery PDCs and Licensed Products; and (b) otherwise, AbbVie shall have the sole right, but not the obligation obligation, to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any AbbVie and its Affiliates, and its and their Sublicensees to Develop, Manufacture, and Commercialize AbbVie Probodies, Discovery PDCs and Licensed Product hereunder Products in such country; providedcountry or other jurisdiction, however, that NovaDel shall have the sole right to seek and in each case any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from amounts due under such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee license shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee allocated in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters7.6.3(b).

Third Party Licenses. If (a) Each Party shall promptly notify the other Party if it becomes aware of any Third Party Technology. (b) ChemoCentryx shall have the first right to negotiate and obtain a license to any Third Party Technology applicable to both the Territory and any countries outside the Territory, and shall use Commercially Reasonable Efforts to obtain the right to sublicense such Third Party Technology to VIT in the opinion Territory on terms that are fair and equitable for both ChemoCentryx and VIT. If ChemoCentryx obtains a license to Third Party Technology, ChemoCentryx will promptly disclose to VIT a complete copy of outside patent counsel applicable license agreement. The agreement will be deemed a Third Party License and the Third Party Technology will be deemed ChemoCentryx Technology and will be sublicensed to Licensee, Licensee, VIT pursuant to the licenses granted under Section 2.1 if (i) VIT provides ChemoCentryx with written notice in which VIT agrees to be responsible for all payments that would be owed under such license agreement as a result of ChemoCentryx’s granting a sublicense to VIT or the exercise of such sublicense granted to VIT (including by any of its Affiliates or Sublicensees) and a reasonable allocation of any other payments under such license agreement and to make all payments when due and provide all reports required under such license agreement, canand (ii) VIT acknowledges in writing that its sublicense under such license agreement is subject to the terms and conditions of such license agreement. Any amounts paid by VIT to ChemoCentryx as described in this Section 2.7(b) will, to the extent applicable, be creditable against royalty payments to ChemoCentryx as and to the extent provided in Section 8.4(e). (c) If ChemoCentryx elects not Exploit to obtain a Licensed Product in a country in the Territory without infringing one or more Patents that have issued license to a Third Party in such countryTechnology as contemplated by Section 2.7(b), or is unsuccessful in obtaining such a license within one hundred eighty (b180) as a result of any claim made against a Partydays after the Parties mutually agree to seek such license, which agreement will not be unreasonably withheld or any of its Affiliates or Sublicenseesdelayed, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee then VIT shall have the first right, right (but not the obligation obligation) to negotiate and to obtain such a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; providedTerritory. If VIT obtains a license to Third Party Technology, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and agreement shall use commercially reasonable efforts to obtain such be deemed a license in its own name from such Third Party in such countryLicense, under which NovaDel shallthe amounts paid by VIT thereunder will, to the extent permissible under such licenseapplicable, grant a be creditable against royalty payments to ChemoCentryx as and to the extent provided in Section 8.4(e), and VIT will use Commercially Reasonable Efforts to obtain the right to sublicense to Licensee as necessary for LicenseeChemoCentryx in the event of any termination of this Agreement, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent other than termination by VIT under Section 14.3(a). (100%d) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee VIT shall have the first right to credit fifty percent (50%) negotiate and obtain a license under any royalties Third Party Technology that exists solely in the Territory at its sole discretion and expense. If VIT elects to negotiate such a license, such license agreement shall be deemed a Third Party License, and the amounts paid by LicenseeVIT thereunder will, its Affiliates or Sublicensees under such license with respect to such country the extent applicable, be creditable against the royalty payments to be paid by Licensee to NovaDel with respect ChemoCentryx as and to the sale extent provided in Section 8.4(e). In addition, VIT will use Commercially Reasonable Efforts to obtain the right to sublicense to ChemoCentryx in the event of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless any termination of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced other than termination by more than fifty percent (50%) of the amounts otherwise owed pursuant to VIT under Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters14.3(a).

Third Party Licenses. 13.6.1 If during the term of this Agreement Loxo or Bayer becomes aware of a valid, issued Third Party Patent Right and where the Parties have reasonably determined, in the absence of a license to such Third Party Patent Right, such Third Party Patent Right would necessarily be infringed by the Exploitation of a Licensed Compound and/or Licensed Product, Bayer (aitself or through any other Bayer Party) may obtain a license to such Third Party Patent Right in any country in the Territory. Loxo agrees to fully co-operate with Bayer in any licensing of such rights by Bayer, as Bayer may request. [***] 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 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. 13.6.2 In the event that Bayer pays a royalty to the Third Party in order to obtain a license under such Third Party Patent rights for the acquisition of, or performance under, or otherwise during the term of any such license, to the extent such Patent rights cover the composition, use or all practical methods of synthesis of a License Compound, and such Patent rights would necessarily be infringed by the development or sale of such Licensed Compound or corresponding Licensed Product (but not by reason of a solid formulation and its method of manufacture) in the opinion applicable country, then (i) for royalties paid to the Third Party in respect of outside patent counsel the applicable country of the ROW Territory, the royalties payable by Bayer to Licensee, Licensee, Loxo pursuant to Section 11.3.1 or any 11.3.2 shall be reduced by [***] of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued amounts paid to a the Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel Bayer shall have not reduce the sole right amount of the royalties paid to seek any such license Loxo under Section 11.3.1 by reason of this Section 13.6.2, with respect to sales of the Licensed Process Product in such country, after giving effect to any other adjustment or credit under this Agreement, to less than [***] of the royalties that would otherwise be due under Section 11.3.1, and (ii) for royalties paid to the Third Party in respect of the Co-Promotion Territory during the period of the Co-Promotion, such amounts shall use commercially reasonable efforts be considered Co-Promotion Costs, and (iii) if Loxo has opted-out of the Co-Promotion pursuant to obtain such a license Section 8.16, for amounts paid to the Third Party in its own name from such respect of any country of the Co-Promotion Territory, the royalties payable by Bayer to Loxo pursuant to Section 11.3.2 shall be reduced by [***] of the amounts paid to the Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee Bayer shall have not reduce the right to credit fifty percent (50%) any amount of the royalties paid to Loxo under Section 11.3.2 by Licenseereason of this Section 13.6.2, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale sales of the Licensed Product(s) Product in such country, after giving effect to any other adjustment or credit under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more to less than fifty percent (50%) [***] of the amounts royalties that would otherwise owed pursuant to be due under Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters11.3.3.

Third Party Licenses. If (a) in the opinion Collective Opinion of outside patent counsel to LicenseeCounsel, Licenseea Collaborator, or any of its Affiliates Affiliates, licensees or Sublicenseespermitted sublicensees, cannot Exploit a Licensed Collaboration Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates Affiliates, licensees or Sublicenseespermitted sublicensees, alleging that the Exploitation of a Licensed Collaboration Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee a Collaborator cannot Exploit such Licensed Collaboration Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee the Collaborators shall have the first right, but not the obligation to negotiate and use Commercially Reasonable Efforts to obtain a license in the names of the Collaborators from such Third Party as necessary for the Exploitation of any Licensed Product Collaboration Products hereunder in such country; provided, however, that NovaDel Medarex shall have the sole right to seek any such license with respect to the Licensed Process Mice-Related Technology, and shall use commercially reasonable efforts Commercially Reasonable Efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel Medarex shall, to the extent permissible under such license, grant a sublicense to Licensee deCODE and Genmab as necessary for LicenseedeCODE and Genmab, and any of its their respective Affiliates and Sublicenseespermitted sublicensees, to Exploit the Licensed Product Collaboration Products as provided hereunder in such country. Licensee The Collaborators shall be solely responsible for one hundred each bear fifty percent (10050%) of all any royalty or other obligations under such licenses, except with respect to the Medarex Technology, Genmab Technology or the deCODE Technology, where the Collaborators shall each be responsible for fifty percent (50%) of only those royalty and other obligations with respect to the Exploitation of Collaboration Products and the Licensed Product; providedother activities of the Parties hereunder. For purposes of this Section 7.4.1, however"COLLECTIVE OPINION OF COUNSEL" shall mean the final joint opinion of patent counsel selected by deCODE and patent counsel selected by Genmab/Medarex, that Licensee shall have after review of all data and information reasonably available at the right to credit fifty percent time such opinion is rendered. If patent counsel for the Collaborators cannot agree on a final joint opinion within twenty (50%20) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect days after submission of the matter to such country against counsel, the royalty payments to be paid by Licensee to NovaDel with respect to the sale patent counsel of the Licensed Product(s) under Section 4.1; providedCollaborators shall agree on a third patent counsel who shall offer an independent opinion on the subject matter, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, which independent opinion shall be reduced by more than fifty percent (50%) deemed the Collective Opinion of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersCounsel.

Third Party Licenses. If (a) Subject to Section 6.12, in the opinion event that Xxxxxxx or its Affiliate or Sublicensee (as applicable) obtains one or more licenses under Patent Rights of outside patent counsel to Licensee, LicenseeThird Parties (excluding Sublicensees) that Cover, or any of its Affiliates are reasonably necessary or Sublicenseesuseful to make, cannot Exploit use or sell, the Compound contained in a Licensed Product sold in a country in the Territory without infringing one or more Patents that have issued to a (“Third Party Licenses”), then Xxxxxxx may credit against the royalties payable by Xxxxxxx to Cidara with respect to Net Sales of such Product in such countrycountry for a Xxxxxxx Calendar Quarter (i) [***] of the royalties actually paid by Xxxxxxx or such Affiliate or Sublicensee (as applicable) under such Third Party Licenses with respect to sales of such Product in such country for such Xxxxxxx Calendar Quarter and (ii) [***] of the royalties actually paid by Xxxxxxx or such Affiliate or Sublicensee (as applicable) under such Third Party Licenses with respect to sales of such Product in such country for such Xxxxxxx Calendar Quarter, in each case ((i) and (ii)), to the extent specifically attributable to such Patent Rights of such Third Parties that Cover, or (b) as a result of any claim made against a Partyare reasonably necessary or useful to make, use or any of its Affiliates or Sublicenseessell, alleging that the Exploitation of a Licensed Compound contained in such Product infringes or misappropriates any Patent or in such country and not to any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from licensed under such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such countryLicenses; provided, however, that NovaDel shall have in no event will the sole right royalties payable by Xxxxxxx to seek any such license Cidara hereunder with respect to the Licensed Process and shall use commercially reasonable efforts to obtain Net Sales of such a license in its own name from such Third Party Product in such country, under which NovaDel shall, to the extent permissible under country for such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall Xxxxxxx Calendar Quarter be reduced by more than fifty percent (50%) [***] as a result of any and all such credits in the aggregate, but any portion of such royalties paid under Third Party Licenses with respect to sales of such Product in such country that Xxxxxxx would have been entitled to credit against royalties payable to Cidara in the absence of the amounts otherwise owed pursuant to Section 4.1 foregoing limitation on aggregate credits in any calendar quarter. Credits Xxxxxxx Calendar Quarter shall be carried over and applied against royalties payable to Cidara in respect of such Product in such country in subsequent Xxxxxxx Calendar Quarters, subject in each such Xxxxxxx Calendar Quarter to the foregoing limitation, until the full deduction is taken; and provided, further, that Xxxxxxx will not exhausted be entitled to credit any portion of royalties that are paid or payable by Xxxxxxx or its Affiliate or Sublicensee to any Third Party with respect to sales of a Combination Product in any calendar quarter may be carried into future calendar quarterscountry by reason of the inclusion in such Combination Product of any Other Active.

Third Party Licenses. If (a) SEMBIOSYS represents and warrants to MARTEK that (i) it has the right under the Third Party Licenses to perform the R&D Program as set forth in the opinion Workplan attached hereto, and (ii) it has the right to grant to MARTEK sublicenses of outside SEMBIOSYS’ rights *The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission under any license agreements pertaining to patent counsel rights listed on Exhibit C attached hereto (“Third Party Licenses”) as provided in Section 8.1.2 of this Agreement. (b) SEMBIOSYS represents and warrants to LicenseeMARTEK that it has provided MARTEK with a true and complete copy of all relevant provisions of each Third Party License in existence as of the Effective Date, Licenseeand that SEMBIOSYS shall not voluntarily terminate any Third Party License or amend any Third Party License in any manner which would adversely affect MARTEK without the prior written approval of MARTEK. In addition, or any SEMBIOSYS represents and warrants that it has rights as of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country * under the * Licensing Agreement *between *and * dated * and the Commercial Agreement for * and * by * between* and * dated* as recited in the Territory copies provided to MARTEK on a confidential basis and that it shall not voluntarily terminate either Other Agreement without infringing one or more Patents the prior written approval of MARTEK, which approval shall not be unreasonably withheld. SEMBIOSYS represents and warrants that have issued in the event of any notice of termination to SEMBIOSYS under a Third Party in License or Other Agreement on the basis of an alleged breach of such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the TerritoryLicense or Other Agreement by SEMBIOSYS, a judgment is entered by a court SEMBIOSYS shall promptly inform MARTEK of competent jurisdiction from which no appeal is taken such notice and shall cooperate with MARTEK and undertake all reasonable steps to cure any alleged breach giving rise to such notice of termination within the time permitted period allowed for appeal, such that Licensee cannot Exploit such Licensed Product cure as set forth in such country without infringing Third Party License or Other Agreement, as relevant. (c) SEMBIOSYS further represents and warrants that during Phase I of the Patent R&D Program it shall use its commercially reasonable efforts in good faith to assist MARTEK in securing all necessary rights under the Third Party Licenses to allow MARTEK to continue the R&D Program, alone or other proprietary rights of such in conjunction with a Third Party, thenand to develop and commercialize DHA produced in any resulting transgenic plants, and to remove the restrictions of Section 8.1.2(d) on the license set forth in Section 8.1.2(c), in either case, Licensee shall have each case in the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation event of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any Qualifying Termination of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

Third Party Licenses. If (a) the Exploitation of the Licensed Products in accordance with the opinion terms and conditions of outside patent counsel to this Agreement, by Licensee, Licensee, its Affiliates or any of its Affiliates Sublicensees or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Distributors infringes any Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appealany country, such that Licensee or any of its Affiliates, Sublicensees or Distributors cannot Exploit such not, in the reasonable judgment of Licensee, after investigation by and consultation with Licensor and competent patent counsel, Develop or Commercialize the Licensed Product Products in such country without infringing the Patent or other proprietary rights Patents of such Third Party, then, in either casethen (x) if such Patents have claims that cover only the Licensed Products (as opposed to those Patents which also cover other products of Licensor), Licensee shall have the first right, but not right to take the obligation to negotiate and to obtain a lead on negotiating the terms of each such license from with such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel and (y) otherwise Licensor shall have the sole first right to seek any such license with respect to take the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to lead on negotiating the extent permissible under terms of each such license, grant and in each case ((x) and (y)), if such Party does not take such lead, then the other Party may do so; provided that it shall use Commercially Reasonable Efforts to seek to obtain, but shall not be required to obtain, worldwide rights with the right to sublicense the other Party for use with its respective products; and provided, further, in either case that the Party obtaining such license shall consult with the other Party prior to making any proposal regarding, or otherwise agreeing to, the terms of any such license. If one or both Parties enter into such a sublicense to Licensee as necessary for LicenseeThird Party license agreement, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee then: (a) Each Party shall be solely responsible for one hundred percent all license fees, milestones, royalties or other such payments due to such any Third Party (100%“Third Party Payments”) (irrespective of all royalty and other obligations the Party that has entered into an agreement with, or first made a payment to, such Third Party) consisting of payments with respect to the Exploitation Commercialization of, on the one hand a Licensed Product (in the case of Licensee) or, on the other hand, a product other than a Licensed Product (in the case of the Licensed ProductLicensor). For clarity, during the Co-Promotion Period, an allocated portion, as between Europe and the other countries in the Licensee Territory based upon sales or reasonably anticipated sales, of the amounts paid by Licensee to a Third Party as a Third Party Payment for the Licensee Territory in accordance with this Section shall be included in the Development Costs and Commercialization Costs; provided, however, that and (b) Licensee shall have the right to credit fifty deduct up to *** percent (50***%) of any royalties Third Party Payments paid by Licensee, its Affiliates or Sublicensees under such license Licensee with respect to such country against any country(ies) in the Licensee Territory from royalty payments set forth in Sections 7.2.1 and 7.2.2 hereunder on Net Sales in such country(ies); provided that such royalties payable to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) Licensor under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, Sections 7.2.1 and 7.2.2 on such Net Sales shall not be reduced by more than fifty ***percent (50***%) in any Calendar Year. In the event that any reduction permitted under this Section is so limited, Licensee may carry the unused portion of such Third Party Payments forward to subsequent Calendar Years, subject to the application of the amounts otherwise owed pursuant to Section 4.1 limitations set forth in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersthis Section.

Third Party Licenses. If (a) If Incyte in the opinion of outside patent counsel good faith believes that [*] to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit obtain a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates license under any Patent or any other intellectual property right Rights of a Third Party [*] that would be infringed by the [*] by Incyte of a [*] Antibody, Novel Program Antibody, Program 2 Antibody, [*] Product, Novel Product, Program 2 Product in a any country, or the Program 1 Antibody or Program 1 Product in any country in the Incyte Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, then Incyte shall promptly notify Merus in writing. The Parties shall thereafter [*] regarding whether [*] such that Licensee cannot Exploit such Licensed Antibody or Licensed Product in such country without infringing country. Subject to Section 8.5(d) with respect to Third Party licenses that are necessary for the Patent or other proprietary rights of such Third Party[*], thenafter [*], in either case, Licensee [*] shall have the first right, but not the obligation to negotiate and [*] right to obtain a license from and negotiate and execute a license agreement in connection with respect to any Patent Rights applicable to such Licensed Antibodies and Licensed Product. (b) If either Party in good faith believes that [*] to obtain a license under any Patent Rights of one Third Party that would be infringed by the [*] by such Party of the Program 1 Product or Program 1 Antibody in its territory and the other Party’s territory or that are part of a commonly owned family with Patent Rights in the United States and the Incyte Territory, then, prior to commencing negotiations or entering into an agreement with respect to any such Third Party as Patent Rights, such Party shall promptly notify the other Party. The Parties shall thereafter conduct good faith discussions regarding whether such Third Party Patent Rights are necessary or would be commercially prudent to make, have made, use, sell, offer for the Exploitation of any sale or import Licensed Antibody or Licensed Product hereunder in the Incyte Territory and the United States. If the Parties agree that such country; providedThird Party Patent Rights are [*] Licensed Antibody and Licensed Product in both the United States and the Incyte Territory, however, that NovaDel then (i) Merus shall have the sole [*] right to seek obtain a license and negotiate and execute a license agreement with respect to any Patent [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested Under 17 C.F.R.§§ 200.80(b)(4) and 240-24b-2 Rights applicable to such applicable to such Licensed Antibodies and Licensed Products in the United States and (ii) Incyte shall have the [*] right to obtain a license and negotiate and execute a license agreement, in connection with the manufacture of such Licensed Antibodies and Licensed Products or with respect to any Patent Rights applicable to such Licensed Antibodies and Licensed Products in the Incyte Territory; provided that, if such licenses are unable to be separated by territory, then the Parties shall meet to discuss and determine which Party will be primarily responsible for the negotiation and execution of the license agreement and any such license from a Third Party must include a license or sublicense to the Party that is not primarily responsible for obtaining such license and its Affiliates and sublicensees with respect to the Licensed Process Antibody and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided. Notwithstanding the foregoing, however, that Licensee neither Party shall have [*] without the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersother Party’s written consent.

Third Party Licenses. If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred [***] percent (100[***]%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty [***] percent (50[***]%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) Product under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty [***] percent (50[***]%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

Third Party Licenses. If (a) in In the opinion event that Curis (or its Affiliate or Sublicensee, as applicable) is required to obtain one or more licenses under Patent Rights of outside patent counsel to LicenseeThird Parties reasonably necessary (as discussed below) for the manufacture, Licensee, use or any sale of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a (hereinafter “Third Party in Licenses”), [**]% of the royalties actually paid under such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the TerritoryLicenses by Curis (or by such Affiliate or Sublicensee, a judgment is entered by a court as applicable) for sale of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing for a calendar quarter will be creditable against the Patent or other proprietary rights royalty payments due to Aurigene by Curis with respect to Net Sales of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such countrycountry (whether pursuant to Section 6.7 or, if applicable, clause (y) of Section 6.8(a)); provided, however, that NovaDel shall have in no event will the sole right royalties owed by Curis to seek any such license Aurigene hereunder with respect to the Licensed Process and shall use commercially reasonable efforts to obtain Net Sales of such a license in its own name from Product for such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall calendar quarter be reduced by more than fifty percent [**]%; and provided, further, that Curis will not be entitled to credit any portion of royalties paid by Curis or its Affiliate or Sublicensee to Third Parties with respect to any Other Active in any Combination Product. (50%b) For purposes of this Section 6.10, valid reasons for determining that a license under Patent Rights of a Third Party is “reasonably necessary” for the manufacture, use or sale of a Product in a country shall be limited to the following: i. without the practice of the amounts otherwise owed pursuant invention(s) claimed by such Patent Rights in the manufacture, use or sale of such Product, the applicable Product would not be commercially viable, would likely be materially less profitable, or would not achieve a commercially reasonable level of market acceptance, in such country; or ii. in the absence of a license under such Patent Rights, such Patent Rights would be infringed by the manufacture, use or sale of such Product in such country. (c) Promptly after Curis or its Affiliate enters into, or receives notice that a Sublicensee has entered into, a Third Party License, Curis shall notify Aurigene in writing of the Patent Rights covered by such Third Party License. If Aurigene in good faith disagrees with the determination by Curis (or its Affiliate or Sublicensee) that such Third Party License is reasonably necessary for the manufacture, use or sale of a Product in a country, Aurigene shall so notify Curis in writing within [**] days after receipt of such notice from Curis, whereupon the Parties shall promptly confer regarding the matter and attempt in good faith to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.reach consensus

Third Party Licenses. Angiotech represents that, to its knowledge, except as set forth on Exhibit A, there are no third parties to whom license fees must be paid to utilize the Angiotech Technology in a manner contemplated by the licenses granted in Section 2.1 of this Agreement. If use of the Angiotech Technology in a manner contemplated by the licenses granted in Section 2.1 of this Agreement would infringe third party rights such that BSC or Cook require a license from such third party to use the Angiotech Tecxxxxogy for any of the Licensed Applications (aprovided that this Section 8.7 shall not apply (i) in to the opinion of outside patent counsel to Licensee, Licenseeextent BSC or Cook, or any an Affiliate of its Affiliates either BSC or SublicenseesCook, cannot Exploit decide to use an agent, xxxx delivery technology or composition xxxt would require a Licensed Product in a country in the Territory without infringing one third party license, even though an alternative agent, drug delivery technology or more Patents that have issued to a Third Party in such countrycomposition might be available, or developed, that would not require a third party license or (bii) as a result of any claim made against a Partyto New Inventions licensed from third parties under Section 2.3, or any of its Affiliates or Sublicensees, alleging that in which event the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in license with the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within third party will govern the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third PartyBSC and Cook), then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to then BSC or Cook may obtain a license from such Third Party as necessary for third party anx xxall be permittex xx offset the Exploitation total of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect royalties or other amounts paid thereunder (subject to the Licensed Process and shall use commercially reasonable efforts to obtain such a license limitation set out in its own name from such Third Party in such countrythis Section 8.7) against any BSC Royalty Payments or Cook Royalty Payments, under which NovaDel shall, to unless the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation third party is BSC or Cook or an Afxxxxate of the Licensed Product; provided, however, that Licensee shall have party obtaining the right to credit fifty percent license (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty "Allowable Fxxx"). Fifty percent (50%) of Allowable Fees which become due to such third parties by BSC or Cook shall be credited against any BSC Royalty Payments or Cook Royalxx Xayments owed by BSC or Cook, as the amounts otherwise owed case may be, to Angxxxxch in respect of the applicable pxxxxd when paid, provided, however, that, subject to any recoveries, reductions or offsets made by BSC or Cook, as the case may be, pursuant to other Sections of this Agreemenx, xn no event shall any BSC Royalty Payments or Cook Royalty Payments be reduced by virtue of this Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.8.7 below xxx following amounts:

Third Party Licenses. If (a) Amgen reasonably determines in the opinion of outside patent counsel to Licenseeits sole discretion, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing authority and right that one or more Patents that have issued licenses (other than the [***] License and the [***] License) to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that access the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right rights of a Third Party or Parties are required for Amgen, its Affiliates and/or its Sublicensees to research, develop, make, have made, use, import, offer to sell and/or sell, export or otherwise exploit, or transfer physical possession of or title in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third PartyCollaboration ASO Compounds and/or Amgen ASO Compounds ("THIRD PARTY LICENSE(S)"), then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation : [***] of any Licensed Product hereunder in such country; providedcompensation (including, howeverwithout limitation, that NovaDel shall have the sole right to seek any such license up-front payments, milestones and royalties) actually paid by Amgen, its Affiliates and Sublicensees with respect to the Licensed Process and shall use commercially reasonable efforts to obtain sale of any Product containing such a license in its own name from Collaboration ASO Compound and/or Amgen ASO Compound under any such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%License(s) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid entered into by LicenseeAmgen, its Affiliates or Sublicensees under such license with respect to such country shall be creditable against the royalty payments to be paid to Isis by Licensee to NovaDel Amgen with respect to the sale of the Licensed Product(s) such Product; PROVIDED HOWEVER, that, on a Product-by-Product basis, Isis' royalty rate due under Section 4.16.4(a) in any given year will not be reduced to less than [***] of Net Sales of such Product as a consequence of any compensation (including, without limitation, up-front payments, milestones and royalties) actually paid by Amgen under any Third Party License(s) being creditable against the royalty payments to be paid to Isis by Amgen; provided, howeverFURTHER PROVIDED HOWEVER, that no royalty payment when due, regardless of the amount or number of unused credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter period may be carried into forward against royalties due in future calendar quartersperiods.

Third Party Licenses. If (a) in ImmunoGen shall be responsible for obtaining a license under any intellectual property it deems necessary or desirable for the opinion humanization or other alteration of outside patent counsel to Licenseeany Licensed Mab, Licensee, or and shall solely bear the costs of any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or license. (b) as Either Party may propose to the RMC that ImmunoGen seek a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other license under Third Party intellectual property right of a not described by Section 4.7(a), and [ * ] will discuss whether [ * ] is [ * ] to avoid successful Third Party claims of patent infringement or trade secret misappropriation in a country in relation to the Territorymanufacture, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted use, sale, offer for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent sale or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation importation of any Licensed Product hereunder in such country; provided(a "Necessary" license). If [ * ] that a particular license is Necessary, however, that NovaDel then ImmunoGen shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, be [ * ] thereunder [ * ] Raven hereunder to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed permitted pursuant to Section 4.1 5.6. If [ * ] reaches [ * ] that [ * ] is not [ * ] shall remain [ * ] but [ * ] to [ * ] due [ * ] against [ * ] hereunder. In all other cases, either Party may, upon notice to the other Party, submit the matter of whether a license is Necessary to an independent patent counsel reasonably acceptable to both Parties to render a decision as to whether such license is Necessary. If such patent counsel determines that the license is Necessary, ImmunoGen shall be [ * ] thereunder [ * ] Raven to the extent provided pursuant to Section 5.6; in all other circumstances such payments shall [ * ] Raven hereunder. (c) ImmunoGen shall be free at any calendar quartertime to seek licenses under Third Party intellectual property to cover its or its Affiliate's or sublicensee's development, manufacture, use, sale, offer for sale or importation of Licensed Products hereunder (whether or not described elsewhere in this Section 4.7), and shall solely bear the costs of all such licenses except as provided in Section 4.7(b). Credits not exhausted in any calendar quarter may be carried into future calendar quartersPortions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act.

Third Party Licenses. If (a) in In the opinion event that AHPC determines, based on the advice of outside patent counsel selected by AHPC and reasonably acceptable to LicenseeApollo, Licenseethat patent licenses from Third Parties (hereinafter "Third Party Patent Licenses"), or any of are required by AHPC, its Affiliates and sublicensees in order to develop, make, have made, import, export, use, distribute, promote, market, offer for sale or Sublicensees, cannot Exploit a sell any Licensed Product in a country the Field, PROVIDED, HOWEVER, that in the Territory without infringing one case of Type A Products, Type B Products, Type C Products or more Patents that have issued to a Type D Products, such Third Party Patents claim the use of such Licensed Products in the Field then the royalty rates set forth in this Section 3.9 shall be adjusted such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment royalty which AHPC is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted obligated to pay Apollo hereunder for appeal, such that Licensee cannot Exploit such Licensed Product shall be reduced by [ * CON * ] cents ($[ * CON * ]) for each [ * CON * ] in such country without infringing royalties which AHPC is obligated to pay Third Parties under Third Party Patent Licenses PROVIDED, HOWEVER, that the Patent or other proprietary rights royalty payable by AHPC hereunder shall not be reduced, pursuant to this Section 3.9.7, to less than [ * CON * ] percent ([ * CON * ]%) of the royalty that would have otherwise been due to Apollo hereunder in any Calendar Quarter. For purposes of this Section 3.9.7, patent claims reading on (i) [ * CON * ] shall not be considered to be a claim on the use of such Third Party, then, Licensed Products in either case, Licensee shall the Field. To the extent that AHPC is able to do so without foregoing any attorney-client privilege that AHPC may have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and advice provided by such outside patent counsel, AHPC, upon Apollo's request, shall use commercially reasonable efforts communicate or shall authorize such outside patent counsel to obtain communicate the substance of such a license in its own name from such Third Party in such countryadvice to Apollo or Apollo's outside patent counsel, under which NovaDel shallPROVIDED, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, howeverHOWEVER, that Licensee AHPC shall have the right no obligation whatsoever to credit fifty percent (50%) provide Apollo with a copy of any royalties paid by Licensee, its Affiliates written opinion of such outside patent counsel or Sublicensees under other written communication between AHPC and such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersoutside patent counsel.

Third Party Licenses. If (a) Prior to a party electing to terminate pursuant to the provisions of Section 14.06, and in the opinion event that at any time prior to the first commercial sale of outside a Product, a party reasonably determines that a license(s) under any third-party patent counsel is necessary in order to Licenseemake, Licenseeuse, import, offer for sale, or any of its Affiliates or Sublicensees, cannot Exploit sell a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, and neither Apollon nor ACY is able to obtain such license(s) on terms mutually acceptable to both parties, then Apollon and ACY shall negotiate in good faith to reach an agreement on a judgment non-infringing substitute for such Product, on terms and conditions acceptable THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. to each party, which may include a modification of the unit purchase price of Product. (b) In the event that Apollon and ACY cannot agree on whether or not a license is entered by necessary pursuant to a court of competent jurisdiction from which no appeal is taken within the time permitted for appealparty's determination in accordance with Subsection (a) hereof, such matter shall be referred to independent patent counsel for Apollon and ACY, respectively (each assuming all costs of counsel representing it), who shall attempt to reach agreement. If such independent counsel are not able to reach an agreement within a reasonable period of time, they shall jointly choose an independent third patent counsel to make a binding determination, and all costs thereof shall be shared equally by the parties. (c) Upon agreement by the parties pursuant to Section 15.09(a) or upon a binding determination pursuant to 15.09(b) that Licensee a license is necessary, and in the event that the parties cannot Exploit such Licensed Product in such country without reach agreement as to an acceptable non-infringing substitute, the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and parties shall use commercially reasonable efforts to obtain such license, all costs of such acquisition of a license in its own name from such Third Party in such country, under which NovaDel shall, to shall be borne equally by the extent permissible under such license, grant a sublicense to Licensee as necessary for Licenseeparties, and any of its Affiliates and Sublicensees, the parties shall negotiate in good faith to Exploit reach an agreement regarding the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersmaintenance costs thereof.

Third Party Licenses. If (a) in the opinion of outside patent counsel to LicenseedeCODE, LicenseedeCODE, or any of its Affiliates Affiliates, licensees or Sublicenseespermitted sublicensees, cannot Exploit a Licensed Unilateral Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates Affiliates, licensees or Sublicenseespermitted sublicensees, alleging that the Exploitation of a Licensed Unilateral Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee deCODE cannot Exploit such Licensed Unilateral Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee deCODE shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product Unilateral Products hereunder in such country; provided, however, that NovaDel Medarex shall have the sole right to seek any such license with respect to the Licensed Process Mice-Related Technology and shall use commercially reasonable efforts Commercially Reasonable Efforts to 17 84 obtain such a license in its own name from such Third Party in such country, under which NovaDel Medarex shall, to the extent permissible under such license, grant a sublicense to Licensee deCODE as necessary for Licensee, deCODE and any of its Affiliates and Sublicenseespermitted sublicensees, to Exploit the Licensed Product Unilateral Products as provided hereunder in such country. Licensee deCODE shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersUnilateral Products.

Third Party Licenses. If (a) in In the opinion of outside event that patent counsel to Licenseelicenses from third parties are required by Schering, Licensee, or any of its Affiliates or Sublicenseesits Sublicensees in order to discover, candevelop, make, have made, import, export, use, distribute, promote, market, offer for sale or sell Licensed Product (hereinafter "Third Party Licenses"), Schering shall be solely responsible for acquiring such licenses at Schering's sole discretion. Schering may reduce any royalty otherwise due Sepracor hereunder to reimburse it for royalties and or license fees actually paid to such third parties under any Third Party Licenses of patent claims covering, in the Territory: (i) Licensed Compound (including salts, solvates, or other non-covalent derivatives thereof); (ii) a use of Licensed Compound to treat a condition recited in such patent claim [**] or to induce a biological response [**]; or (iii) an ingestible, non-controlled release, solid oral dosage formulation of Licensed Compound a license under clauses (i), (ii) or (iii) hereof being hereinafter referred to as a "Qualifying Third Party License". Schering shall have no right to reduce any royalty due Sepracor for any amounts paid to a third party under any third party license to the extent it is not Exploit a Qualifying Third Party License, including, without limitation, any amount paid with respect to any third party patent claims covering a non-ingestible formulation of Licensed Compound [**], or use or manufacture of such a formulation, a controlled release formulation of Licensed Compound, or use or manufacture of such a non-ingestible formulation or controlled release formulation of Licensed Compound. The amount of reduction of royalties due Sepracor and the amount of reimbursement to Schering shall be equal to [**] of the royalties or license fees paid to such third parties in consideration for the Qualifying Third Party License but in no event shall the royalty due Sepracor for any Licensed Product in a any country in any Calendar Quarter be thereby reduced to less than [**] of the Territory without infringing one or more Patents that have issued to a Third Party royalties otherwise due Sepracor hereunder for such Licensed Product in such country. Notwithstanding anything to the contrary in this paragraph, or (b) as a result of in no event shall Sepracor's royalty due under this Agreement for any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right be reduced to less than [**] of a Third Party in a country in the Territory, a judgment is entered by a court Net Sales of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing in the Patent or other proprietary rights Territory. By way of such Third Partyexample and for avoidance of doubt, thenif Schering is obligated to pay Sepracor a [**] royalty on Net Sales of a certain Licensed Product, in either case, Licensee shall have and is also obligated to pay a [**] royalty on the first right, but not same Net Sales of the obligation to negotiate and to obtain same Licensed Product under a license from such Qualifying Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; providedLicense, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against then the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) rate under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall Agreement would be reduced by more than fifty percent (50%) [**] to [**]. If the third party royalty obligation in the above example were [**], the calculated royalty rate would not be reduced by [**] rather the actual royalty rate would only be reduced to [**] due to the [**] reduction provision. For further example, if Schering is obligated to pay Sepracor a [**] royalty on Net Sales of certain Licensed Product, and it is also obligated to pay a [**] royalty on the same Net Sales of the amounts otherwise owed pursuant same Licensed Product under a Qualifying Third Party License, the actual royalty rate would not be reduced to [**] under the [**] reduction provision; rather the actual royalty rate would be reduced to [**] due to the final sentence of the preceding paragraph of this Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters3.2(d).

Third Party Licenses. If (a) in the opinion of outside patent counsel to LicenseeLarasan, LicenseeLarasan, or any of its Affiliates or SublicenseesSubLarasans, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicenseessublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee Larasan cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee Larasan shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel IntelliPharmaCeutics shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel IntelliPharmaCeutics shall, to the extent permissible under such license, grant a sublicense to Licensee Larasan as necessary for LicenseeLarasan, and any of its Affiliates and SublicenseesSubLarasans, to Exploit the Licensed Product as provided hereunder in such country. Licensee Larasan shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee Larasan shall have the right to credit fifty percent (50%) of any royalties paid by LicenseeLarasan, its Affiliates or Sublicensees SubLarasans under such license with respect to such country against the royalty payments to be paid by Licensee Larasan to NovaDel IntelliPharmaCeutics with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee Larasan in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

Third Party Licenses. If (a) in the opinion of outside patent counsel to Licensee, Licensee, or The Parties shall confer and discuss whether any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to license from a Third Party in such countryis necessary or advisable to avoid, settle, resolve or (b) as a result of satisfy any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product activities to Obtain Regulatory Approval, make, have made, use, promote, market, sell, have sold, offer to sell, import or export HepeX-B by CUBIST or its Sublicensees in any country within the Territory infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party. Prior to September 30, then2004, in either casethe Parties shall confer and agree upon a strategy as to how to address any Third Parties, Licensee shall have if any, then known to the first right, but not the obligation to negotiate and Parties from whom it would be necessary or advisable to obtain a license from to avoid, settle resolve, or satisfy any claim that the activities to Obtain Regulatory Approval, Commercialize, manufacture, use, promote, market, sell, offer, import or export of HepeX-B by CUBIST or its Sublicensees in any country within the Territory infringes or misappropriates any intellectual property rights of such Third Party as necessary for (the Exploitation “Strategy”). To assist in devising the Strategy, [*]. If the parties, after good faith discussion and due consideration of any Licensed Product hereunder the [*], are unable to mutually agree upon the Strategy, then CUBIST may, acting in such country; providedgood faith, however, that NovaDel shall have the sole right to seek any such license make final decisions with respect to devising the Licensed Process Strategy. The Strategy may be modified from time to time pursuant to the mutual agreement of the Parties; provided that if the parties, after good faith discussion and due consideration [*], are unable to mutually agree, then CUBIST may, acting in good faith, make final decisions with respect to revising the Strategy. (b) CUBIST shall be responsible for obtaining licenses identified in the Strategy on commercially reasonable terms. CUBIST will provide XTL with five (5) business days to review and [*] the scope of such license is reasonably limited to permit CUBIST to exercise its rights and licenses under, and its activities under and pursuant to, this Agreement to Obtain Regulatory Approval, make, have made, use, promote, market, sell, have sold, offer to sell, import, export, and Commercialize HepeX-B, and [*] commercially reasonable terms; such [*], XTL will be deemed to have [*]. CUBIST shall pay all amounts required to be paid to the Third Parties pursuant to such licenses described in Section 12.10(b). If and to the extent practicable, CUBIST shall endeavor to use commercially reasonable efforts to obtain a clause in any such a license permitting assignment of such license to XTL; provided that in its own name from no event shall CUBIST be in breach of this Agreement or in any way otherwise liable for any failure to obtain any such Third Party assignment clause in any such country, license; and further provided that CUBIST will have no obligation to include or accept an assignment clause that requires CUBIST to retain or incur any further liability under which NovaDel shall, such license subsequent to such assignment. XTL may not reject any such license due to the extent permissible failure of such license to contain such assignment clause as contemplated under such licensethis Section 12.10(b). (c) With respect to licenses obtained pursuant to Section 12.10(b) which were [*], grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations or with respect to which [*] (“Approved Third Party Licenses”) wherein the Exploitation intellectual property rights were described in an issued patent or published in a patent application as of the Licensed Product; providedEffective Date, howeverunless with respect to any such licenses that were not mutually agreed-upon in the Strategy, XTL obtains a Legal Opinion, at XTL’s expense, that Licensee is in form and substance reasonably acceptable to CUBIST (provided that CUBIST must notify XTL within thirty (30) days after receipt of the executed Legal Opinion if CUBIST deems such Legal Opinion to not be reasonably acceptable), CUBIST shall have the right to credit fifty percent (50%) any royalties reduce [*]. In the event that [*], unless paid by LicenseeXTL, [*]. CUBIST will reasonably cooperate with [*] to provide such information as may be reasonably necessary to enable the law firm to render its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be opinion. After a Change of Control of CUBIST, (i) amounts previously paid by Licensee to NovaDel CUBIST with respect to the sale licenses described under this Section 12.10(c), plus any accrued interest through the date of the Licensed Product(s) under Change of Control, and not yet paid by XTL or offset pursuant to this Section 4.1; provided12.10(c), however, that no will continue to be offset against milestone and royalty payment when due, regardless of the amount or number of credits available payments otherwise owed to Licensee in accordance with XTL pursuant to Sections 9 and 10 before any other offsets pursuant to this Agreement, ; provided that such milestones and royalties shall not be reduced by more than fifty percent [*], (50%ii) only [*] of the amounts required to be paid by CUBIST pursuant to such licenses after a Change of Control of CUBIST shall be offset against milestone and royalty payments otherwise owed to XTL pursuant to Sections 9 and 10 before any other offsets pursuant to this Agreement; provided that such milestones and royalties shall not be reduced by more than [*], and (iii) interest shall cease to accrue on all amounts paid by CUBIST pursuant to the licenses obtained or to be obtained under this Section 4.1 in any calendar quarter. Credits 12.10(c) but not exhausted in any calendar quarter may be carried into future calendar quartersotherwise offset as permitted under this Agreement.

Third Party Licenses. If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all [***] royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) [***] any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) [***] of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. INFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Third Party Licenses. If (a) in the opinion of outside patent counsel to Licensee, INFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment suit is entered by brought in a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either casejurisdiction, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided Products hereunder in such country. Licensee shall be solely responsible for one hundred [***] percent (100%[***]) of all royalty and other obligations with respect to the Exploitation of the Licensed ProductProducts; provided, however, that Licensee shall have the right to credit fifty [***] percent (50%[***]) of any royalties and other payments paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments or other payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1in that country ; provided, however, that no royalty or other payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty [***] percent (50%[***]) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Licensee agrees not to make statements against the interest of NovaDel or Joint Patents or reach written conclusions regarding the validity or enforceability of NovaDel or Joint Patents in any settlement agreement without the consent of NovaDel. . NovaDel agrees not to make statements against the interest of NovaDel or Joint Patents or reach written conclusions regarding the validity or enforceability of NovaDel or Joint Patents in any settlement agreement without the consent of Licensee.

Third Party Licenses. If (a) in the opinion of outside patent counsel to Licensee, Licensee, or The Parties shall confer and discuss whether any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to license from a Third Party in such countryis necessary or advisable to avoid, settle, resolve or (b) as a result of satisfy any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product activities to Obtain Regulatory Approval, make, have made, use, promote, market, sell, have sold, offer to sell, import or export HepeX-B by CUBIST or its Sublicensees in any country within the Territory infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party. Prior to September 30, then2004, in either casethe Parties shall confer and agree upon a strategy as to how to address any Third Parties, Licensee shall have if any, then known to the first right, but not the obligation to negotiate and Parties from whom it would be necessary or advisable to obtain a license from to avoid, settle resolve, or satisfy any claim that the activities to Obtain Regulatory Approval, Commercialize, manufacture, use, promote, market, sell, offer, import or export of HepeX-B by CUBIST or its Sublicensees in any country within the Territory infringes or misappropriates any intellectual property rights of such Third Party as necessary for (the Exploitation “Strategy”). To assist in devising the Strategy, CUBIST shall engage the services of any Licensed Product hereunder a nationally recognized law firm with sufficient knowledge and expertise in the field of patent rights. If the parties, after good faith discussion and due consideration of the input of such country; providedlaw firm, howeverare unable to mutually agree upon the Strategy, that NovaDel shall have the sole right to seek any such license then CUBIST may, acting in good faith, make final decisions with respect to devising the Licensed Process Strategy. The Strategy may be modified from time to time pursuant to the mutual agreement of the Parties; provided that if the parties, after good faith discussion and due consideration of the input from the above-referenced law firm, are unable to mutually agree, then CUBIST may, acting in good faith, make final decisions with respect to revising the Strategy. (b) CUBIST shall be responsible for obtaining licenses identified in the Strategy on commercially reasonable terms. CUBIST will provide XTL with five (5) business days to review and [*] the scope of such license is reasonably limited to permit CUBIST to exercise its rights and licenses under, and its activities under and pursuant to, this Agreement to Obtain Regulatory Approval, make, have made, use, promote, market, sell, have sold, offer to sell, import, export, and Commercialize HepeX-B, and whether such license contains commercially reasonable terms; such [*]. If XTL does not [*] within such [*], XTL will be deemed to have [*]. CUBIST shall pay all amounts required to be paid to the Third *Confidential Treatment Requested. Material has been omitted and filed separately with the Commission. Parties pursuant to such licenses described in Section 12.10(b). If and to the extent practicable, CUBIST shall endeavor to use commercially reasonable efforts to obtain a clause in any such a license permitting assignment of such license to XTL; provided that in its own name from no event shall CUBIST be in breach of this Agreement or in any way otherwise liable for any failure to obtain any such Third Party assignment clause in any such country, license; and further provided that CUBIST will have no obligation to include or accept an assignment clause that requires CUBIST to retain or incur any further liability under which NovaDel shall, such license subsequent to such assignment. XTL may not reject any such license due to the extent permissible failure of such license to contain such assignment clause as contemplated under such licensethis Section 12.10(b). (c) With respect to licenses obtained pursuant to Section 12.10(b) which were [*], grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations or with respect to which [*] (“Approved Third Party Licenses”) wherein the Exploitation intellectual property rights were described in an issued patent or published in a patent application as of the Licensed Product; providedEffective Date, howeverunless with respect to any such licenses that were not mutually agreed-upon in the Strategy, XTL obtains a Legal Opinion, at XTL’s expense, that Licensee is in form and substance reasonably acceptable to CUBIST (provided that CUBIST must notify XTL within thirty (30) days after receipt of the executed Legal Opinion if CUBIST deems such Legal Opinion to not be reasonably acceptable), CUBIST shall have the right to credit fifty percent (50%) any royalties reduce milestone and royalty payments otherwise owed to XTL pursuant to Sections 9 and 10 by the amounts paid to such Third Parties for such licenses such that the reduced milestone and royalty payments are no less than the [*]. In the event that CUBIST cannot fully offset such amounts against milestone and royalty payments otherwise owed to XTL, unless paid by LicenseeXTL, its Affiliates or Sublicensees under interest shall begin to accrue as of the date CUBIST first makes such license with respect payment to such country against the royalty payments Third Party at a rate determined in accordance with Section 10.8 on any such amounts not able to be offset. CUBIST will reasonably cooperate with the law firm agreed to by the Parties to provide such information as may be reasonably necessary to enable the law firm to render its opinion. After a Change of Control of CUBIST, (i) amounts previously paid by Licensee to NovaDel CUBIST with respect to the sale licenses described under this Section 12.10(c), plus any accrued interest through the date of the Licensed Product(s) under Change of Control, and not yet paid by XTL or offset pursuant to this Section 4.1; provided12.10(c), however, that no will continue to be offset against milestone and royalty payment when due, regardless of the amount or number of credits available payments otherwise owed to Licensee in accordance with XTL pursuant to Sections 9 and 10 before any other offsets pursuant to this Agreement, ; provided that such milestones and royalties shall not be reduced by more than fifty percent (50%), (ii) only fifty percent (50%) of the amounts required to be paid by CUBIST pursuant to such licenses after a Change of Control of CUBIST shall be offset against milestone and royalty payments otherwise owed to XTL pursuant to Sections 9 and 10 before any other offsets pursuant to this Agreement; provided that such milestones and royalties shall not be reduced by more than fifty percent (50%), and (iii) interest shall cease to accrue on all amounts paid by CUBIST pursuant to the licenses obtained or to be obtained under this Section 4.1 in any calendar quarter. Credits 12.10(c) but not exhausted in any calendar quarter may be carried into future calendar quartersotherwise offset as permitted under this Agreement.

Third Party Licenses. If (a) If Neurelis determines, in the opinion of outside patent counsel its reasonable judgment (subject to Licenseesubpart c below), Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation intellectual property rights of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as third party are necessary for the Exploitation practice of any Licensed Product Aegis Technology in accordance with this License Agreement, then the royalty and milestone amounts owed to Aegis hereunder for Exploiting the Aegis Technology in the country (or countries) where such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee third party intellectual property rights are enforceable shall be solely responsible for subject to a credit reduction in an amount equal to one hundred percent (100%) of all royalty and other obligations with respect the amount of any payments that Neurelis (or any of its sublicensees) pays such third party to the Exploitation of the Licensed Productuse such third party intellectual property rights; provided, however, that Licensee shall have the right no payment to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, Aegis shall be reduced by more than fifty percent (50%) of the amount payable before any reductions or credits (although any unused excess credit may be carried forward and applied against future payments). (b) If Neurelis determines, in its reasonable judgment, that the technology, and/or a license to intellectual property rights, of a third party is useful, but not necessary, for the development, manufacture, or commercialization of any Product or for the practice (or sublicensing) of any Aegis Technology in accordance with this License Agreement, then the royalty and milestone amounts otherwise owed to Aegis hereunder for Exploiting the Aegis Technology in the country (or countries) where such third party intellectual property rights are enforceable shall be subject to a credit reduction in an amount equal to fifty percent (50%) of the amount of any third party technology payments that Neurelis (or any of its sublicensees) pays such third party to obtain such technology and/or rights; provided, no payment to Aegis shall be reduced by more than fifty percent (50%) of the amount payable before any reductions or credits (although any unused excess credit may be carried forward and applied against future payments). (c) If Aegis disputes Neurelis’ determination under Section 4.4.5(a) that the technology, and/or a license to intellectual property rights, of such third party is necessary for the practice of any Aegis Technology in accordance with this License Agreement, Aegis may submit such dispute to an independent third party arbiter, mutually agreed to by the Parties, such agreement not to be unreasonably withheld, delayed, or conditioned, and such arbiter to have at least ten (10) years' experience in the biopharmaceutical industry overseeing drug development or patent law, who shall determine within thirty (30) days whether, in the absence of rights granted by such third party, the practice of any Aegis Technology in accordance with this License Agreement would likely or actually infringe or misappropriate such third party’s intellectual property. Such arbiter’s determination shall be final and binding on the Parties, and any dispute with respect to such arbiter’s determination shall not be submitted for resolution pursuant to Section 4.1 in 10.2. Additionally, any calendar quarter. Credits not exhausted in any calendar quarter may determination of likely or actual infringement shall be carried into future calendar quartersdeemed a determination that such license to intellectual property rights of a third party is “necessary” for purposes of Section 4.4.5(a).

Third Party Licenses. If (a) in If, [***], the opinion Development, Manufacture, or Commercialization of outside patent counsel to Licenseeany Compound or Licensed Product by Genentech, Licenseeany of its Affiliates, or any of its Affiliates or Sublicenseestheir Sublicensees would infringe or misappropriate any Patent, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such countrytrade secret, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a any country or other jurisdiction in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee then Genentech shall have the first sole right, but not the obligation obligation, to negotiate and to obtain a license from such Third Party as necessary [***] for the Exploitation Genentech and its Affiliates, and its and their Sublicensees to Develop, Manufacture, and Commercialize a Compound or Licensed Products in such country or other jurisdiction, and Genentech shall promptly provide BicycleTx with written notice of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant including the identity of the counter-party and a sublicense to Licensee as necessary for Licenseedescription of the Patent, and any of its Affiliates and Sublicenseestrade secret, to Exploit the Licensed Product as provided hereunder in such countryor other intellectual property right. Licensee For clarity, BicycleTx shall be solely responsible for one hundred percent obtaining, negotiating, maintaining BicycleTx Future In-License Agreements and paying any payments due under such BicycleTx Future In-License Agreements. Notwithstanding the foregoing, any Know-How, Regulatory Documentation, material, Patent, or other property right to which rights are obtained by BicycleTx under any agreement entered into following the Effective Date other than a BicycleTx Future In-License Agreement (100%) of all royalty collectively, “Future Rights”), and other obligations with respect for which payments are or would be owed to a Third Party for the Exploitation of the such Future Rights in connection with a Compound or Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees Product under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall not be reduced by more than fifty percent (50%) of deemed to be included within BicycleTx Background Patents or BicycleTx Background Know-How, or within the amounts otherwise owed license granted to Genentech pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters7.1, unless [***].

Third Party Licenses. If (a) In the event that either Party becomes aware of a third party Patent under which, in the opinion good faith reasonable judgment of outside patent counsel such Party, it would be advisable to Licenseeobtain a license to avoid infringement by the manufacture, Licensee, use or any sale of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within such Party shall promptly notify the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product other Party. The Parties shall then confer in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license good faith with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licenseeappropriate course of action, and any if the Parties agree that the procurement of its Affiliates and Sublicensees, an ancillary license is warranted to Exploit the commercialize Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; providedTerritory, however, that Licensee then Durect shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under negotiate such license rights on its own behalf. Durect shall consult with EpiCept prior to entering into any ancillary license agreement and provide EpiCept a reasonable opportunity to provide its views on the need or benefit to obtain such license and the financial and other terms thereof. In the event that Durect enters into such an ancillary license agreement, Durect shall provide EpiCept with complete copies of such license agreement and other material information in its possession in respect of such technology subject to any confidentiality provisions imposed by the third party proprietor. If EpiCept agrees, not unreasonably withheld, that such country ancillary license agreement is beneficial in order for Durect to manufacture, use or sell Licensed Product in the relevant jurisdiction(s) in the Territory, or if Durect is unable within a reasonable period of time to identify a commercially reasonable alternative to avoid the third party Patent in order to manufacture, use or sell Licensed Product in the relevant jurisdiction(s) in the Territory, then Durect shall have the right to offset EpiCept License (final) **** of royalties incurred in connection with the ancillary license agreement against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) Royalties due under Section 4.1; provided4.3 of this Agreement in the calendar year in which such third party royalty was paid, however, provided that no royalty payment when due, regardless of the amount or number of credits available any such set-off may not reduce Royalties to Licensee in accordance with this Agreement, shall be reduced EpiCept by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 **** in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

Third Party Licenses. If (a) If, in the reasonable opinion of outside patent counsel to Licenseea Party, Licenseethe Development, Manufacture or Commercialization of any Compound or Product by the Parties or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product their Sublicensees infringes or misappropriates any Patent Patent, trade secret or any other intellectual property right of a Third Party in a any country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within then (i) with respect to the time permitted for appeal, such that Licensee cannot Exploit such Licensed BII Compound and BII Product in such country without infringing the Patent or other proprietary rights of such Third PartyTerritory, then, in either case, Licensee shall have BII has the first right, but not the obligation sole right to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; providedBII or its Affiliates, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process or its and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and their Sublicensees, to Exploit Develop, Manufacture and Commercialize BII Compounds and BII Products in the Licensed Product as Territory; provided hereunder in such country. Licensee that, BII shall be solely responsible for one hundred percent any Third Party Payments owed in connection with such license pursuant to Section 5.1 (100%BII Controlled Project), subject to Section 7.4.3(b) of all royalty and other obligations (Reductions), (ii) with respect to the Exploitation of Joint Compound or Joint Product in the Licensed Product; providedROW, howeverBII has the sole right to negotiate and obtain a license from such Third Party for BII or its Affiliates, that Licensee shall or its and their Sublicensees, to Develop, Manufacture and Commercialize Joint Compounds and Joint Product in the ROW, subject to Section 7.4.3(b) (Reductions) and (iii) with respect to the Joint Compound and Joint Product in the U.S., BII will have the right to credit fifty percent negotiate and obtain a license from such Third Party for either Party or its Affiliates, and its and their Sublicensees, to Develop, Manufacture and Commercialize Joint Compounds and Joint Products in the United States; provided that (50%i) BII will keep Epizyme reasonably informed as to the status of such negotiations, including by providing Epizyme with copies thereof, and will reasonably consider any comments offered by Epizyme with respect thereto and (ii) any royalties paid by Licensee, its Affiliates or Sublicensees under Third Party Payments owed in connection with such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent included in Allowable Expenses and the Parties shall share such Third Party Payments consistent with Section 5.2.2(a)(iv) (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersAllocation).

Third Party Licenses. If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred [***] percent (100[***]%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty [***] percent (50[***]%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) Product under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty [***] percent (50[***]%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. ***Portion for which confidential treatment requested.

Third Party Licenses. If (a) If [***] in the opinion of outside patent counsel good faith believes that it is necessary to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit obtain a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates license under any Patent or any other intellectual property right Rights of a Third Party that would be infringed by the making, using, selling, offering for sale or importing by [***] of a Licensed Compound in a the Field in any country in the Territory[***], a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent then prior to commencing negotiations or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation entering into an agreement with respect to negotiate and to obtain a license from any such Third Party as Patent Rights, [***] shall promptly notify [***]. The Parties shall thereafter conduct good faith discussions regarding whether such Third Party Patent Rights are necessary to make, use, sell, offer for sale or import Licensed Compound in the Field in any country in the [***]. If the Parties agree that such Third Party Patent Rights are necessary to make, use, sell, offer for sale or import Licensed Compound in the Field in any country in the [***], the Parties shall meet to discuss and determine which Party will be primarily responsible for the Exploitation negotiation and execution of any Licensed Product hereunder in such countrythe corresponding license agreement; provided, however, that NovaDel [***] shall have the sole first right to seek obtain a license and negotiate and execute a license agreement, in connection with the manufacture of Licensed Compounds and Licensed Products or with respect to any intellectual property applicable to the Licensed Compounds and Licensed Product. In the event the Parties agree that [***] shall have the right to negotiate and execute such a license agreement, at the request of [***], any such license from a Third Party shall include a license to [***] and its sublicensees with respect to the Licensed Process and Compound in the [***] in and/or outside the Field. Notwithstanding the foregoing, neither Party shall use commercially reasonable efforts enter into a definitive license agreement with regard to obtain such rights in the other Party’s territory without the other Party’s written consent. In the event that the Parties cannot agree on whether a license from a Third Party is necessary, [***] shall make the final decision with respect to licenses covering all or part of the [***]. (b) To the extent the Parties have agreed or [***] has determined in its own name from accordance with Section 7.5(a) that a license under such Third Party Patent Rights is necessary to avoid infringement based on the making, using, selling, offering for sale or importing of JAK Licensed Compound in the Field and such countrylicense agreement relates to worldwide rights for JAK Licensed Compounds or JAK Licensed Products, under which NovaDel shall[***] of any up-front license fee or other acquisition cost and milestones based on the principle that such rights in the Incyte Territory constitute [***] of such cost and such rights in the Novartis JAK Territory constitute [***] of such cost. If such Third Party license rights are available only in one Party’s territory, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee Party shall be solely responsible for one hundred percent (100%) of such costs subject to the deductions permitted under Section 7.5(c) and (d). (c) Regardless of which Party licenses such rights, (i) each Party shall pay to the applicable Third Party licensor (or as applicable, to the licensing Party for delivery to such Third Party) all royalty royalties payable in respect of sales of products by such Party, its Affiliates, or sublicensees and other obligations (ii) to the extent the Parties agree or [***] has determined in accordance with Section 7.5(a) that such in-licensed rights are necessary to make, use, sell, offer for sale or import Licensed Compound in the Field in any country in the [***] without infringing such Third Party Patent Rights, [***] shall be entitled to deduct up to [***] of the royalties paid or payable to such Third Party (pursuant to a license under such Third Party’s issued Valid Claim(s) that Cover the making, using, selling, offering for sale or importing of the applicable Licensed Compound in the Field in such country in the [***]) with respect to sales of a Licensed Product that contains such Licensed Compound in such country in the Exploitation [***] from the royalties payable by [***] to [***] hereunder with respect to Net Sales of the such Licensed ProductProduct in such country; provided, however, that Licensee in no event shall have the right royalties payable under Section 8.3(a) be reduced in the aggregate pursuant to credit fifty percent this Section 7.5(c) by more than [***] of the amounts set forth in Section 8.3(a). (50%d) any royalties paid by LicenseeNotwithstanding the foregoing, its Affiliates or Sublicensees under such license solely with respect to patent application no. [***], Novartis shall be entitled to deduct up to [***] of the royalties paid or payable to such Third Party (pursuant to a license under such Third Party’s issued Valid Claim(s) that Cover the making, using, selling, offering for sale or importing by Novartis of the applicable c-MET Licensed Compound in the Field in any country against in the royalty payments to be paid by Licensee to NovaDel Novartis Territory) with respect to sales of a c-MET Licensed Product that contains such c-MET Licensed Compound in such country in the sale Novartis Territory from the royalties payable by Novartis to Incyte hereunder with respect to Net Sales of the such c-MET Licensed Product(s) under Section 4.1Product in such country; provided, however, that in no royalty payment when due, regardless of event shall the amount or number of credits available to Licensee in accordance with this Agreement, shall royalties payable under Section 8.3(a) be reduced in the aggregate pursuant to this Section 7.5(d) by more than fifty percent (50%) [***] of the amounts otherwise owed pursuant to set forth in Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters8.3(a).