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. During the Term, if Lilly obtains a license for any Patent rights or Know-how from a Third Party that would be included within the scope of the Lilly Patent Rights or Lilly Know-How for which payments would be due to such Third Party on account of such license, then Lilly, provided it has the legal right to do so, shall notify Licensee, identifying the relevant patent rights or Know-how. If Licensee provides Lilly with written notice in which (a) in the opinion of outside Licensee consents to including such patent counsel to Licensee, Licensee, rights or any of its Affiliates Know-how as Lilly Patent Rights 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 Lilly Know-How under this Agreement and (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation Licensee agrees to be responsible for (i) all royalty payments due on account of a Licensed Product infringes and all other current and future payments specific to one or misappropriates any Patent more License Products, and (ii) its pro rata share of current and future payments which are reasonably applicable to both Licensed Products and other products or any other intellectual property right services offered by Lilly or its licensees of a such patents rights and/or Know-How, in each of (i) and (ii) due to such Third Party on account of the use of such patent rights or Know-how in a country in connection with the Territoryuse, a judgment is entered by a court sale, offer for sale, importation, and development, manufacture or commercialization of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such any Licensed Product in such country without infringing the Patent or other proprietary rights of such Field ("Third PartyParty License Expenses"), then, in either caseif legally permissible, such patent rights or Know-how, as applicable, will be deemed Lilly Patent Rights or Lilly Know-How hereunder, as applicable. Licensee shall have the first right, but not discretion to terminate its license under the obligation to negotiate and to obtain a license from such Third Party as necessary License at any time and upon thirty (30) days' written notice to Lilly provided that Licensee shall be responsible for all Third Party License Expenses due and owing prior to the Exploitation effective date of such termination and shall be responsible for a proportional share 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, subsequent liability to the extent permissible under directly resulting from 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 quarterstermination.

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 Xxxxxxx obtains, during the Term, a license for any Patent Rights or Know-How from a Third Party that would be included within the scope of the Licensed Technology for which payments would be due to such Third Party on account of such license, then Xxxxxxx shall notify Poseida, identifying the relevant Patent Rights or Know-How and such Patent Rights or Know-How, as applicable, will be deemed Licensed Technology, as applicable, only if Poseida provides Xxxxxxx with written notice in which (a) in the opinion Poseida consents to including such Patent Rights or Know-How as Licensed Technology under this Agreement and (b) Poseida agrees to be responsible for (i) all royalty payments due on account 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 and all other current and future payments specific to one or more License Products, and (ii) its pro rata share of current and future payments which are reasonably applicable to both Licensed Products and other products or services offered by Xxxxxxx or its licensees of such Patents that have issued Rights and/or Know-How, in each of (i) and (ii) due to a such Third Party on account of the use of such Patent Rights or Know-How in connection with the use, sale, offer for sale, importation, and development, manufacture or commercialization of any Licensed Product in the Field (“Third Party License Expenses”). Should Poseida consent under (a) above and agree to share in the Third Party License Expenses, during the Term, Xxxxxxx shall provide Poseida with a written report, not later than […***…] days following the anniversary of the Effective Date describing a reasonably detailed basis for Poseida’s payments to the Third Party licensor in accordance with this Section 3.6. Poseida has the discretion to terminate its license under the Third Party License at any time and upon [...***...] days’ written notice to Xxxxxxx provided that Poseida shall be responsible for all Third Party License Expenses due and owing prior to the effective date of such countrytermination, or (b) including, without limitation, all royalties which become due ***Certain Confidential Information Omitted CONFIDENTIAL - Xxxxxxx Biotech Inc. & Poseida Therapeutics Inc. License Agreement – August 3, 2015 as a result of any claim made against a Party, or any Poseida’s exercise 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 rights under such licensed Third Party in a country in Patent Rights and Know-How while 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 applicable Third Party as necessary for the Exploitation of any Licensed Product hereunder license is 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 quarterseffect.

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 (a) in 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 event that have issued to a Third either 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, thenbelieves, in either caseits reasonable discretion, Licensee shall have the first right, but not the obligation to negotiate and that it is required to obtain a license from a Third Party under such Third Party as necessary Party’s patent(s) in order to manufacture, use, or sell Licensed Products for the Exploitation of any Licensed Product hereunder Territory during the Term without infringing such patent(s), such Party shall notify the other Party and the Parties shall discuss the same 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 good faith. If Reata decides to obtain such a license license, Kyowa Kirin may elect (in its own name sole discretion) to take a sublicense thereto (if available to be negotiated) or to exclude such sublicense from the license granted hereunder (at any time). If Kyowa Kirin elects to take such a sublicense, unless and until subsequently disclaiming such sublicense hereunder by written notice to Reata, Kyowa Kirin will reimburse Reata [***]% of all payments made by Reata under such license to the extent such payments are directly attributable or reasonably allocable to the Territory, including royalties on sales in the Territory and an allocable portion of licensee fees and milestone payments (proportional to the size of the market in the Territory as compared to the size of the market outside the Territory), and all such reimbursement amounts shall be subject to the reduction of Sales Royalties under Section 7.4.2 (as described more fully below); provided that Reata shall not negotiate financial terms that are disproportionately allocated to the Territory in an unreasonable manner. For purposes of applying the foregoing to the reduction of Sales Royalties under Section 7.4.2, all such reimbursement amounts paid to Reata shall be treated as Third Party in such countryroyalties under Section 7.4.2, under which NovaDel shalland, to the extent permissible such amounts are not applied to a reduction of Sales Royalties due to the absence of Sales Royalties at the time of such reimbursement payments to Reata or due to the [***]% cap in Section 7.4.2, any such unapplied amounts shall accrue and be used to reduce Sales Royalties in future periods until all such reimbursement amounts paid to Reata are applied to reduce Sales Royalties under such license, grant a sublicense to Licensee as necessary for LicenseeSection 7.4.2. Reata will keep Kyowa Kirin reasonably informed of all material developments regarding negotiations with, and payments to, Third Parties regarding such reimbursable payments (and Reata shall provide Kyowa Kirin with at least one draft of any such agreements for review and comment prior to execution thereof, as well as a copy of its Affiliates the executed version of any such agreements, which copies may be redacted to remove commercial terms not relevant to the calculation of such offset, the scope of the license granted thereby or the terms and Sublicenseesconditions applicable to sublicensees). All material matters relating to such Third Party reimbursable payments and calculations will be discussed in good faith between the Parties. Nothing herein shall restrict Kyowa Kirin from seeking, negotiating or obtaining any license from any Third Party; however, if Kyowa Kirin obtains a license to Exploit Third Party patents related to the Licensed Product as provided hereunder in without first following the procedures of this Section 13.7 (it being understood that if Reata does not obtain a sublicenseable license to such country. Licensee patents within [***] days of the first notice thereof, Kyowa Kirin’s subsequent entering into of a license thereto shall be solely responsible for one hundred percent (100%) deemed to be following the procedures of all this Section 13.7), then Kyowa Kirin shall not be entitled to the royalty and other obligations reduction provisions of Section 7.4.2 with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties or other amounts paid by Licensee, its Affiliates or Sublicensees under such license with respect to that was obtained without first following 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 quartersprocedures.

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) 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 Licensed Process Licensee Territory; and provided, further, in either case: the terms of any such license shall use commercially reasonable efforts permit the Party obtaining such license to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, grant to the extent permissible under such license, grant other Party a sublicense to Licensee as necessary for Licensee, and any thereunder; the Parties shall cooperate in negotiating the terms 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 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 country against license. The determination of whether to seek and the royalty payments to be paid by Licensee to NovaDel with respect to the sale terms 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, any such license shall be reduced approved by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarterJEC. Credits not exhausted in any calendar quarter may be carried If one or both Parties enter into future calendar quarters.such a Third Party license agreement for the Licensee Territory, then:

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 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 Collaboration Products hereunder in such country. Licensee Such activities shall be solely responsible for one hundred percent (100%) coordinated through the Steering Committee. Without acknowledging any actual or potential infringement, the Parties agree that it is in the best interests of all royalty and other obligations the Collaboration to seek to enter into a cross license with * to ensure that the Collaboration has freedom to operate 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 Collaboration Products against the royalty payments Collaboration Target referred to be paid by Licensee to NovaDel with respect to on Appendix C as PSMA. Accordingly, the sale Parties further agree that (i) no Collective Opinion 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, Counsel shall be reduced by more than fifty percent necessary for the Steering Committee to commence negotiations with * and its licensees to obtain such cross license, and (50%ii) of the amounts otherwise owed pursuant Steering Committee shall, promptly after the Effective Date, commence such negotiations and use Commercially Reasonable Efforts to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersobtain such cross license.

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 (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 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 (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 (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. 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) 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) 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 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 Collaboration Products hereunder in such country. Licensee Such activities shall be solely responsible for one hundred percent (100%) coordinated through the Steering Committee. Without acknowledging any actual or potential infringement, the Parties agree that it is in the best interests of all royalty and other obligations the Collaboration to seek to enter into a cross license with [ *** ] to ensure that the Collaboration has freedom to operate 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 Collaboration Products against the royalty payments Collaboration Target referred to be paid by Licensee to NovaDel with respect to on Appendix C as PSMA. Accordingly, the sale Parties further agree that (i) no Collective Opinion 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, Counsel shall be reduced by more than fifty percent necessary for the Steering Committee to commence negotiations with [ *** ] and its licensees to obtain such cross license, and (50%ii) of the amounts otherwise owed pursuant Steering Committee shall, promptly after the Effective Date, commence such negotiations and use Commercially Reasonable Efforts to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersobtain such cross license.

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 in its own name from such a Third Party in such countryis necessary, under which NovaDel shall, to [***] shall make 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 final decision with respect to the Exploitation licenses covering all or part 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) 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) 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 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 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 event that have issued to a Third either 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, thenbelieves, in either caseits reasonable discretion, Licensee shall have the first right, but not the obligation to negotiate and that it is required to obtain a license from a Third Party under such Third Party as necessary Party’s patent(s) in order to manufacture, use, or sell Licensed Products for the Exploitation of any Licensed Product hereunder Territory during the Term without infringing such patent(s), such Party shall notify the other Party and the Parties shall discuss the same 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 good faith. If Xxxxx decides to obtain such a license license, Kyowa Kirin may elect (in its own name sole discretion) to take a sublicense thereto (if available to be negotiated) or to exclude such sublicense from the license granted hereunder (at any time). If Kyowa Kirin elects to take such a sublicense, unless and until subsequently disclaiming such sublicense hereunder by written notice to Reata, Kyowa Kirin will reimburse Reata [***]% of all payments made by Reata under such license to the extent such payments are directly attributable or reasonably allocable to the Territory, including royalties on sales in the Territory and an allocable portion of licensee fees and milestone payments (proportional to the size of the market in the Territory as compared to the size of the market outside the Territory), and all such reimbursement amounts shall be subject to the reduction of Sales Royalties under Section 7.4.2 (as described more fully below); provided that Reata shall not negotiate financial terms that are disproportionately allocated to the Territory in an unreasonable manner. For purposes of applying the foregoing to the reduction of Sales Royalties under Section 7.4.2, all such reimbursement amounts paid to Reata shall be treated as Third Party in such countryroyalties under Section 7.4.2, under which NovaDel shalland, to the extent permissible such amounts are not applied to a reduction of Sales Royalties due to the absence of Sales Royalties at the time of such reimbursement payments to Reata or due to the [***]% cap in Section 7.4.2, any such unapplied amounts shall accrue and be used to reduce Sales Royalties in future periods until all such reimbursement amounts paid to Reata are applied to reduce Sales Royalties under such license, grant a sublicense to Licensee as necessary for LicenseeSection 7.4.2. Reata will keep Kyowa Kirin reasonably informed of all material developments regarding negotiations with, and payments to, Third Parties regarding such reimbursable payments (and Reata shall provide Kyowa Kirin with at least one draft of any such agreements for review and comment prior to execution thereof, as well as a copy of its Affiliates the executed version of any such agreements, which copies may be redacted to remove commercial terms not relevant to the calculation of such offset, the scope of the license granted thereby or the terms and Sublicenseesconditions applicable to sublicensees). All material matters relating to such Third Party reimbursable payments and calculations will be discussed in good faith between the Parties. Nothing herein shall restrict Kyowa Xxxxx from seeking, negotiating or obtaining any license from any Third Party; however, if Kyowa Kirin obtains a license to Exploit Third Party patents related to the Licensed Product as provided hereunder in without first following the procedures of this Section 13.7 (it being understood that if Xxxxx does not obtain a sublicenseable license to such country. Licensee patents within [***] days of the first notice thereof, Kyowa Kirin’s subsequent entering into of a license thereto shall be solely responsible for one hundred percent (100%) deemed to be following the procedures of all this Section 13.7), then Kyowa Kirin shall not be entitled to the royalty and other obligations reduction provisions of Section 7.4.2 with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties or other amounts paid by Licensee, its Affiliates or Sublicensees under such license with respect to that was obtained without first following 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 quartersprocedures.

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 Net Sales of such Product in such country for such Xxxxxxx Calendar Quarter be reduced by 55 more than [***] as a result of any and all such credits in the Licensed Process and shall use commercially reasonable efforts to obtain aggregate, but any portion of such a license in its own name from such royalties paid under 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 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 Exploitation absence of the Licensed Productforegoing limitation on aggregate credits in any 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, howeverfurther, that Licensee shall have the right Xxxxxxx will not be entitled to credit fifty percent (50%) any portion of royalties that are paid or payable by Licensee, Xxxxxxx or its Affiliates Affiliate or Sublicensees under such license Sublicensee to any Third Party with respect to such sales of a Combination Product in any country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale reason of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless inclusion in such Combination Product 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 Active.

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 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) 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. 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) 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) * Confidential treatment requested. Confidential **** 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) in the opinion of outside patent counsel to Licensee, Licensee, HanX or any of its Affiliates or Sublicenseessublicensees desires to obtain a license, cancovenant not Exploit to xxx or similar rights under any Third Party Patents or other Third Party intellectual property necessary or useful Development, Manufacture or Commercialization of a Licensed Product in a country for sale in the Territory without infringing one Field, then prior to the earlier of commencing negotiations with, or more Patents that have issued to a entering into any agreement with, any such Third Party with respect to any such license, covenant or right, HanX shall promptly notify Onconova in such countrywriting. Onconova, itself or (b) as a result of any claim made against a Party, or through any of its Affiliates or Sublicenseeslicensees, alleging shall have the first right to in-license or otherwise obtain such rights, including the right to sublicense to HanX. If Onconova elects to in-license or otherwise obtain such rights, such Third Party Patents or other Third Party intellectual property shall be automatically included in Onconova Technology and sublicensed to HanX in the Territory. In the event Onconova elects not to in-license or otherwise obtain such rights, HanX or its Affiliates or sublicensees may in-license or otherwise acquire rights under such Third Party Patents or other Third Party intellectual property, but only with respect to the Territory, and provided that HanX shall use reasonable efforts to obtain rights that are assignable or sublicensable to Onconova. Subject to Section 8.4.3, in the Exploitation event HanX enters into any license or covenant not to xxx or similar rights to any Third Party Patents or other Third Party intellectual property necessary or useful to avoid infringement or misappropriation for the Development, Manufacture or Commercialization of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country the Field 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 HanX shall have the right to credit deduct, from the royalty payment that would otherwise have been due to Onconova under Section 8.4 with respect to Net Sales of the Product in the Territory, an amount equal to fifty percent (50%) any of the royalties paid by Licensee, its Affiliates or Sublicensees under HanX to such Third Party in a calendar quarter attributable to such license with respect to such country against in the Field in the Territory; provided that in no event shall the royalty payments payment made 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 Onconova for such calendar quarter be reduced by more than fifty percent (50%) of the amounts amount otherwise owed pursuant payable under Section 8.4; provided that HanX may carry forward to Section 4.1 in subsequent quarters any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quartersamount it is unable to deduct due to such limitation.

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) 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 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.