Common use of Third Party Licenses Clause in Contracts

Third Party Licenses. 11.8.1 If either Party reasonably determines that (a) any licenses existing as of the Effective Date to any Third Party intellectual property rights, or (b) on or after the Effective Date, certain Third Party intellectual property rights, are necessary for (i) the Development or Commercialization of a Product, where such Third Party intellectual property rights are necessary for use of any Collaboration Compound in connection with the relevant Collaboration Target for the indications designated pursuant to Section 3.6.2, or for any license that may be required for the use or exploitation of Licensed Intellectual Property as contemplated under this Agreement for the Research, manufacture, or use of Collaboration Compounds and Products, or (ii) to manufacture or commercialize any Product, then such Party will notify the JSC. 11.8.2 If the JSC determines that it needs to obtain one or more licenses from one or more Third Parties for such Development and/or Commercialization, the JSC will determine which Party will negotiate the most favorable license. The chosen Party shall obtain a license to such Third Party intellectual property, with the right to sublicense, in order to permit both Parties to conduct their obligations under the Agreement. Subject to the foregoing, the terms and conditions involved in obtaining such rights shall be determined at such chosen Party’s sole discretion. If such chosen Party is unsuccessful in obtaining such rights, then the other Party shall have the right (but not the obligation) to negotiate and obtain rights from such Third Party at its sole discretion and expense. 11.8.3 OncoMed shall [***]. With respect to any Third Party license necessary for the Commercialization of a Product (other than any license described in the foregoing sentence), including without limitation under any Third Party license under Patents set forth in Exhibit 11.8.3(b), to the extent such Patents relate to Collaboration Compounds, Candidate Selection Compound, GSK Development Compounds, and/or Products, [***] for any such license(s) required from a Third Party, including, for example, any license for rights to the composition of matter of, a method of treatment using, the manufacture of, or formulation of, a Collaboration Compound or Product.

Third Party Licenses. 11.8.1 9.7.1 If either Party reasonably determines that (a) any licenses existing as of the Effective Date to any Third Party intellectual property rights, or (b) on or after the Effective Date, certain Third Party intellectual property rights, are necessary for (i) the Development Development, manufacture, or Commercialization of a Product, where such Third Party intellectual property rights are necessary for use of any Collaboration Compound in connection with the relevant Collaboration Target for the indications designated pursuant to Section 3.6.2Product, or for any license that may be required for the use or exploitation of Licensed Orexigen Intellectual Property as contemplated under this Agreement for the Researchdiscovery, research, manufacture, or use of Collaboration Compounds and Products, or (ii) to manufacture or commercialize any Product, then such Party will notify the JSC. 11.8.2 9.7.2 If the JSC determines that it needs to obtain one or more licenses from one or more Third Parties for such Development and/or Commercializationactivities, the JSC will determine which Party will negotiate the most favorable license. The chosen Party shall obtain a license to such Third Party intellectual property, with the right to sublicense, in order to permit both Parties to conduct their obligations under the this Agreement. Subject to the foregoing, the terms and conditions involved in obtaining such rights shall be determined at such chosen Party’s sole discretion. If such chosen Party elects not to obtain rights to such Third Party intellectual property, or is unsuccessful in obtaining such rights, then the other Party shall have the right (but not the obligation) to negotiate and obtain rights from such Third Party at its sole discretion and expense. 11.8.3 OncoMed 9.7.3 In the event that Takeda determines, in its reasonable commercial judgment, that a license, sublicense or similar right from one or more Third Parties is necessary in order to make, have made, use, offer to sell, sell or import a Product, then Takeda or its Affiliates may acquire such a license, sublicense or similar right. In accordance with Section 7.3.5, each Party shall bear [***] percent ([***]. With respect %) of the payments owed pursuant to any Third Party license licenses under intellectual property rights that are necessary for the Commercialization exploitation of, and cover the composition of a Product (matter or method of use of, Products in the Field and in the Territory, other than any license described in pursuant to the foregoing sentence), including without limitation under any Upstream Agreements (a “Third Party license under Patents set forth in Exhibit 11.8.3(bLicense”), to the extent such Patents relate to Collaboration Compounds, Candidate Selection Compound, GSK Development Compounds, and/or Products, . Orexigen shall be responsible for [***] for owed pursuant to any such license(s) required from a Third Party, including, for example, any license for rights to the composition of matter of, a method of treatment using, the manufacture of, or formulation of, a Collaboration Compound or ProductUpstream Agreement.

Third Party Licenses. 11.8.1 If either Party reasonably Party, or any of its Affiliates or Sublicensees, determines in its good faith judgment that (a) any licenses existing as of it is necessary during the Effective Date Term to obtain a license to any Intellectual Property Right of a Third Party intellectual property rights, or (b) on or after the Effective Date, certain “Relevant Third Party intellectual property rights, are necessary for (iRight”) the Development or Commercialization of a Product, where such Third Party intellectual property rights are necessary for use of in order to Exploit any Collaboration Compound Product in connection with the relevant Collaboration Target for the indications designated pursuant to Section 3.6.2, or for any license that may be required for the use or exploitation of Licensed Intellectual Property as contemplated under this Agreement for the Research, manufacture, or use of Collaboration Compounds and Products, or (ii) to manufacture or commercialize any ProductTerritory, then such Party will shall notify the JSCother Party promptly upon such determination. 11.8.2 If (a) [***] shall have the JSC determines that it needs first right to obtain one or more licenses from one or more Third Parties for such Development and/or Commercialization, the JSC will determine which Party will negotiate the most favorable licenseterms of a license under Relevant Third Party Rights for the Licensed Territory. (b) If [***] does not exercise its first right under subsection (a), then [***] may do so. (c) The terms of any such license shall permit the Party obtaining such license to grant to the other Party a sublicense thereunder to practice the same within the Licensed Territory. The chosen negotiating Party shall obtain a keep the other Party updated with respect to its progress in negotiating and entering into such license and consider in good faith any comments of the other Party in connection therewith. For the avoidance of doubt, if such Third Party license agreement is entered into, then all Third Party payments due to such Third Party intellectual property, with in the right to sublicense, in order to permit both Parties to conduct their obligations under the Agreement. Subject to the foregoing, the terms and conditions involved in obtaining such rights shall be determined at such chosen Party’s sole discretion. If such chosen Party is unsuccessful in obtaining such rights, then the other Party shall have the right (but not the obligation) to negotiate and obtain rights from such Third Party at its sole discretion and expense. 11.8.3 OncoMed shall Licensed Territory [***]. With respect to any Third Party license necessary for the ] shall, if triggered by Commercialization of a Collaboration Product (other than any license described in the foregoing sentence)Licensed Territory, including without limitation under any Third Party license under Patents set forth be included in Exhibit 11.8.3(b), to the extent such Patents relate to Collaboration Compounds, Candidate Selection Compound, GSK Development Compounds, and/or Products, [***] for any the Collaboration Product; provided that the [***] shall not exceed [***] (the “Third Party License Payments Threshold”). Any such license(s) required Third Party payments exceeding the Third Party License Payments Threshold for the applicable Calendar Year shall be excluded from a Third Party, including, for example, any license for rights to the composition of matter of, a method of treatment using, the manufacture of, or formulation of, a Collaboration Compound or Product[***].

Third Party Licenses. 11.8.1 8.9.1 If either Party reasonably determines that (a) any licenses existing as of the Effective Date to any Third Party intellectual property rights, or (b) on or after the Effective Date, certain Third Party intellectual property rights, are rights may be necessary for (i) the Early Development or Commercialization of a ProductCollaboration Compound, where such Third Party intellectual property rights are necessary for use of any Collaboration Compound in connection with the relevant Collaboration Target for the indications designated pursuant to Section 3.6.2Compound, or for any license otherwise that may be required for the use or exploitation of Licensed OncoMed Intellectual Property as contemplated under this Agreement for the Researchdiscovery, research, manufacture, or use of Collaboration Compounds and Products, or (ii) to manufacture or commercialize any Product, then such Party will notify the JSC. 11.8.2 If 8.9.2 After receiving the JSC determines that it needs to notification provided in Section 8.9.1, the JSC, in consultation with the Patent Representatives, will discuss whether the Parties should obtain one or more licenses from one or more Third Parties for such Development and/or Commercializationactivities or take other appropriate measures in view of such Third Party rights, such as whether the Parties should obtain an opinion relating to such Third Party intellectual property rights, or take alternative approaches to avoid using such Third Party intellectual property rights. If the JSC determines that the Parties should obtain one or more licenses from one or more Third Parties for such activities, the JSC will determine which Party will negotiate the most favorable license[***]. The chosen Party shall use Commercially Reasonable Efforts obtain a license to such Third Party intellectual property, with the right to sublicense, in order sublicense to permit both Parties the extent necessary for the other Party to conduct their its obligations under the this Agreement. Subject The non-chosen Party may elect to participate or be consulted in any negotiations for such license and, if the foregoingnon-chosen Party will bear any obligation in the resulting license or share costs under Section 8.9.4 with respect to such license, the non-chosen Party must approve the terms and conditions involved in obtaining such rights shall be determined at such chosen Party’s sole discretionof the license. If such chosen Party elects not to obtain rights to such Third Party intellectual property, or is unsuccessful in obtaining such rightsrights within [***], then the other Party shall have the right (but not the obligation) to negotiate and obtain rights from such Third Party at its sole discretion and expense. 11.8.3 OncoMed shall [***]expense (subject to Section 8.9.4). With respect to any Third Party license necessary for the Commercialization of a Product (other than any license described in the foregoing sentence), including without limitation under any Third Party license under Patents set forth in Exhibit 11.8.3(b), to the extent such Patents relate to Collaboration Compounds, Candidate Selection Compound, GSK Development Compounds, and/or Products, [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.9.3 If either Party reasonably determines that any Third Party intellectual property rights may be necessary for the Late Development, manufacture, or Commercialization of a Product and are not otherwise described in Section 8.9.1, then BSP shall have the right, but not the obligation, to obtain a license to such Third Party intellectual property, with the right to sublicense, in order to permit BSP to conduct its obligations under the Agreement. The terms and conditions involved in obtaining such rights shall be determined at BSP’s sole discretion and expense (subject to Section 8.9.4). 8.9.4 BSP shall have the right to offset against royalties payable to OncoMed pursuant to Section 6.4 an amount equal to [***] of the [***] owed by BSP to a Third Party pursuant to any license under such Third Party’s intellectual property rights that is necessary for and directly attributable to the exploitation of, and cover [***] (a “Necessary License”) (other than payments potentially due pursuant to any of the Existing Agreements, which shall be borne solely by OncoMed); provided that the royalties payable to OncoMed under Section 6.4 may not be reduced by more than [***] of those otherwise due to OncoMed pursuant to Section 6.4 in any Calendar Quarter as a result of such offset. Any unused offset earned in a Calendar Quarter may be carried forward from such Calendar Quarter to the subsequent Calendar Quarters and may be used in such subsequent Calendar Quarters, subject to the [***] limitation set forth in the immediately preceding sentence. BSP shall pay OncoMed an amount equal to [***] of the royalties and other license fees and costs owed and payable by OncoMed to a Third Party (other than pursuant to the Existing Agreements) pursuant to any Necessary License to which OncoMed is a party within [***] days after receiving an invoice therefor; excluding, for clarity, any amounts paid to such Third Party to the extent directly attributable to the exploitation solely of an OncoMed Development Compound. The Parties shall discuss and determine whether any such license(s) required from Third Party License, other than an Existing Agreement, is a Third Party, including, for example, any license for rights to the composition of matter of, a method of treatment using, the manufacture of, or formulation of, a Collaboration Compound or ProductNecessary License.

Third Party Licenses. 11.8.1 8.9.1 If either Party reasonably determines that (a) any licenses existing as of the Effective Date to any Third Party intellectual property rights, or (b) on or after the Effective Date, certain Third Party intellectual property rights, are rights may be necessary for (i) the Early Development or Commercialization of a ProductCollaboration Compound, where such Third Party intellectual property rights are necessary for use of any Collaboration Compound in connection with the relevant Collaboration Target for the indications designated pursuant to Section 3.6.2Compound, or for any license otherwise that may be required for the use or exploitation of Licensed OncoMed Intellectual Property as contemplated under this Agreement for the Researchdiscovery, research, manufacture, or use of Collaboration Compounds and Products, or (ii) to manufacture or commercialize any Product, then such Party will notify the JSC. 11.8.2 If 8.9.2 After receiving the JSC determines that it needs to notification provided in Section 8.9.1, the JSC, in consultation with the Patent Representatives, will discuss whether the Parties should obtain one or more licenses from one or more Third Parties for such Development and/or Commercializationactivities or take other appropriate measures in view of such Third Party rights, such as whether the Parties should obtain an opinion relating to such Third Party intellectual property rights, or take alternative approaches to avoid using such Third Party intellectual property rights. If the JSC determines that the Parties should obtain one or more licenses from one or more Third Parties for such activities, the JSC will [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. determine which Party will negotiate the most favorable license[***]. The chosen Party shall use Commercially Reasonable Efforts obtain a license to such Third Party intellectual property, with the right to sublicense, in order sublicense to permit both Parties the extent necessary for the other Party to conduct their its obligations under the this Agreement. Subject The non-chosen Party may elect to participate or be consulted in any negotiations for such license and, if the foregoingnon-chosen Party will bear any obligation in the resulting license or share costs under Section 8.9.4 with respect to such license, the non-chosen Party must approve the terms and conditions involved in obtaining such rights shall be determined at such chosen Party’s sole discretionof the license. If such chosen Party elects not to obtain rights to such Third Party intellectual property, or is unsuccessful in obtaining such rightsrights within [***], then the other Party shall have the right (but not the obligation) to negotiate and obtain rights from such Third Party at its sole discretion and expenseexpense (subject to Section 8.9.4). 11.8.3 OncoMed shall [***]. With respect to 8.9.3 If either Party reasonably determines that any Third Party license intellectual property rights may be necessary for the Late Development, manufacture, or Commercialization of a Product (other than any license and are not otherwise described in Section 8.9.1, then BSP shall have the foregoing sentence)right, including without limitation under any but not the obligation, to obtain a license to such Third Party license intellectual property, with the right to sublicense, in order to permit BSP to conduct its obligations under Patents set forth the Agreement. The terms and conditions involved in Exhibit 11.8.3(bobtaining such rights shall be determined at BSP’s sole discretion and expense (subject to Section 8.9.4), . 8.9.4 BSP shall have the right to the extent such Patents relate offset against royalties payable to Collaboration Compounds, Candidate Selection Compound, GSK Development Compounds, and/or Products, OncoMed pursuant to Section 6.4 an amount equal to [***] of the [***] owed by BSP to a Third Party pursuant to any license under such Third Party’s intellectual property rights that is necessary for and directly attributable to the exploitation of, and cover [***] (a “Necessary License”) (other than payments potentially due pursuant to any of the Existing Agreements, which shall be borne solely by OncoMed); provided that the royalties payable to OncoMed under Section 6.4 may not be reduced by more than [***] of those otherwise due to OncoMed pursuant to Section 6.4 in any Calendar Quarter as a result of such offset. Any unused offset earned in a Calendar Quarter may be carried forward from such Calendar Quarter to the subsequent Calendar Quarters and may be used in such subsequent Calendar Quarters, subject to the [***] limitation set forth in the immediately preceding sentence. BSP shall pay OncoMed an amount equal to [***] of the royalties and other license fees and costs owed and payable by OncoMed to a Third Party (other than pursuant to the Existing Agreements) pursuant to any Necessary License to which OncoMed is a party within [***] days after receiving an invoice therefor; excluding, for clarity, any amounts paid to such Third Party to the extent directly attributable to the exploitation solely of an OncoMed Development Compound. The Parties shall discuss and determine whether any such license(s) required from Third Party License, other than an Existing Agreement, is a Third Party, including, for example, any license for rights to the composition of matter of, a method of treatment using, the manufacture of, or formulation of, a Collaboration Compound or ProductNecessary License.

Third Party Licenses. 11.8.1 9.7.1 If either Party reasonably determines that (a) any licenses existing as of the Effective Date to any Third Party intellectual property rights, or (b) on or after the Effective Date, certain Third Party intellectual property rights, are necessary for (i) the Development Development, manufacture, or Commercialization of a Product, where such Third Party intellectual property rights are necessary for use of any Collaboration Compound in connection with the relevant Collaboration Target for the indications designated pursuant to Section 3.6.2Product, or for any license that may be required for the use or exploitation of Licensed Orexigen Intellectual Property as contemplated under this Agreement for the Researchdiscovery, research, manufacture, or use of Collaboration Compounds and Products, or (ii) to manufacture or commercialize any Product, then such Party will notify the JSC. 11.8.2 9.7.2 If the JSC determines that it needs to obtain one or more licenses from one or more Third Parties for such Development and/or Commercializationactivities, the JSC will determine which Party will negotiate the most favorable license. The chosen Party shall obtain a license to such Third Party intellectual property, with the right to sublicense, in order to permit both Parties to conduct their obligations under the this Agreement. Subject to the foregoing, the terms and conditions involved in obtaining such rights shall be determined at such chosen Party’s sole discretion. If such chosen Party elects not to obtain rights to such Third Party intellectual property, or is unsuccessful in obtaining such rights, then the other Party shall have the right (but not the obligation) to negotiate and obtain rights from such Third Party at its sole discretion and expense. 11.8.3 OncoMed 9.7.3 In the event that Takeda determines, in its reasonable commercial judgment, that a license, sublicense or similar right from one or more Third Parties is necessary in order to make, have made, use, offer to sell, sell or import a Product, then Takeda or its Affiliates may acquire such a license, sublicense or similar right. In accordance with Section 7.3.5, each Party shall [***]. With respect bear fifty percent (50%) of the payments owed pursuant to any Third Party license licenses under intellectual property rights that are necessary for the Commercialization of a Product (other than any license described in the foregoing sentence)exploitation of, including without limitation under any Third Party license under Patents set forth in Exhibit 11.8.3(b), to the extent such Patents relate to Collaboration Compounds, Candidate Selection Compound, GSK Development Compounds, and/or Products, [***] for any such license(s) required from a Third Party, including, for example, any license for rights to and cover the composition of matter or method of use of, Products in the Field and in the Territory, other than pursuant to the Upstream Agreements (a method of treatment using, the manufacture of, or formulation of, a Collaboration Compound or Product“Third Party License”). Orexigen shall be responsible for all royalties and other payment obligations owed pursuant to any Upstream Agreement.

Third Party Licenses. 11.8.1 If either Party reasonably determines that (a) any licenses existing as of the Effective Date to If Gilead, in its sole discretion, determines that any Third Party intellectual property rightsIntellectual Property Rights [***] hereunder, or (b) on or after then the Effective Date, certain Third Party intellectual property rights, are necessary for (i) the Development or Commercialization of a Product, where Parties shall [***] such Third Party intellectual property rights are necessary for use of any Collaboration Compound in connection with the relevant Collaboration Target for the indications designated pursuant to Section 3.6.2, or for any license that may be required for the use or exploitation of Licensed Intellectual Property as contemplated under this Agreement for the ResearchRights (such license, manufacture, or use of Collaboration Compounds and Products, or (ii) to manufacture or commercialize any Product, then such Party will notify the JSC. 11.8.2 If the JSC determines that it needs to obtain one or more licenses from one or more Third Parties for such Development and/or Commercialization, the JSC will determine which Party will negotiate the most favorable license. The chosen Party shall obtain a license to such “Necessary Third Party intellectual propertyLicense”), with the right to sublicense, in order sublicense such Third Party Intellectual Property Rights to permit both Parties to conduct their obligations under the Agreement. Subject to the foregoing, the terms and conditions involved in obtaining such rights shall be determined at such chosen Party’s sole discretion. If such chosen Party is unsuccessful in obtaining such rights, then the other Party shall have to the right (but not extent necessary for the obligation) other Party to negotiate exercise its rights and obtain rights from such perform its obligations under this Agreement. If Merus obtains any Necessary Third Party at its sole discretion and expense. 11.8.3 OncoMed License [***], Merus shall [***]. With respect to For clarity, a Third Party License will be deemed a Necessary Third Party License if, at the time it is executed by Xxxxx or Gilead, (i) [***], or (ii) [***], and in each case of (i) and (ii), where Merus is the Party entering into such Third Party License, Merus is [***]. If Xxxxx enters into any Third Party license necessary for the Commercialization of License that does not constitute a Product (other than any license described in the foregoing sentence), including without limitation under any Necessary Third Party license under Patents set forth in Exhibit 11.8.3(b)License, to but the extent relevant Patent rights that are the subject of such Patents relate to Collaboration CompoundsThird Party License cover [***], Candidate Selection Compound, GSK Development Compounds, and/or Products, then such Patent rights shall be [***] for to a Third Party. (b) If Merus or its Affiliates obtain Control of any such license(s) required Know-How or Patent rights from a Third PartyParty after the Effective Date and such Know-How or Patent rights (i) [***], includingand (ii) [***], such Know-How and Patent rights shall be excluded from the [***], unless Gilead agrees in writing to (A) comply with the applicable terms and conditions of the agreement under which Merus or its Affiliates obtain Control of such Know-How or Patent rights (“Optional Third Party License”); and (B) [***], but in each case under (A) and (B) [***]. To the extent Merus is aware that such Know How or Patents cover any Candidate or Product being Exploited by Gilead, Merus will provide Gilead with prompt written notice of [***]. (c) Merus will not [***] shall be deemed a Necessary Third Party License for example, any license for rights to the composition purposes of matter of, a method of treatment using, the manufacture of, or formulation of, a Collaboration Compound or ProductSection 7.9.

Third Party Licenses. 11.8.1 If either Party reasonably determines that (a) 5.5.1 If, during the Term, Adapt elects, in its sole discretion, to seek a license under any licenses existing as Patent of the Effective Date to any a Third Party intellectual property rights, or (b) on or after the Effective Date, certain Third Party intellectual property rights, are necessary for that (i) Adapt reasonably determines would be infringed by the Exploitation, in any part of the Territory, of any Product then under Development or being Commercialized by Adapt, its Affiliates or its Sublicensees, or that Adapt determines could be listed in the FDA’s Orange Book in respect of one or more Products (including Products in Development), or that claims an invention that Adapt determines could facilitate the Development of one or Commercialization more new Product(s) (any of a Productthe foregoing, where such Third Party intellectual property rights are necessary for use of any Collaboration Compound in connection with the relevant Collaboration Target for the indications designated pursuant to Section 3.6.2, or for any license that may be required for the use or exploitation of Licensed Intellectual Property as contemplated under this Agreement for the Research, manufacture, or use of Collaboration Compounds and Products, “Core IP”) or (ii) that Adapt otherwise reasonably determines is necessary or desirable for Adapt, its Affiliates or Sublicensees to manufacture or commercialize any ProductExploit the Products, then such then, in either case, Adapt shall be solely responsible for the negotiation and execution of the corresponding license agreement (a “Third Party will notify the JSCLicense Agreement”). 11.8.2 If 5.5.2 Adapt may, but shall not be obligated to, provide Opiant with a copy of any Third Party License Agreement before entering into such agreement, in which event Adapt shall concurrently notify Opiant in writing if Adapt regards any Patent(s) to be licensed under such Third Party License Agreement as Core IP. In the JSC determines event that Adapt provides Opiant with a copy of any Third Party License Agreement, the Parties will discuss the same in good faith for a period of up to ten (10) Business Days from the date on which such Third Party License Agreement is provided to Opiant. Not later than fifteen (15) Business Days after the date on which such Third Party License Agreement is provided to Opiant, Opiant shall notify Adapt in writing (a) whether or not, in Opiant’s good faith determination, the license contemplated thereby would meet the criteria set forth in either or both of clause (i) or clause (ii) of Section 5.5.1, (b) if Adapt has notified Opiant that it needs to obtain regards one or more licenses from one or more Third Parties for such Development and/or Commercialization, of the JSC will determine which Party will negotiate the most favorable license. The chosen Party shall obtain a license Patent(s) subject to such license as Core IP, whether or not, in Opiant’s good faith determination, such Patent(s) constitute Core IP, and (c) whether and to what extent, in Opiant’s good faith determination, payments that would be owing by Adapt to the Third Party intellectual property, with the right to sublicense, in order to permit both Parties to conduct their obligations under the Agreement. Subject to Third Party License Agreement constitute Eligible Payments within the foregoing, the terms and conditions involved in obtaining such rights shall be determined at such chosen Party’s sole discretionmeaning of Section 5.5.3. If Opiant notifies Adapt within such chosen Party is unsuccessful in obtaining such rights, then the other Party shall have the right (but not the obligation) to negotiate and obtain rights from such Third Party at its sole discretion and expense. 11.8.3 OncoMed shall [***]. With respect to any Third Party license necessary for the Commercialization of a Product (other than any license described in the foregoing sentence), including without limitation under any Third Party license under Patents set forth in Exhibit 11.8.3(b), to the extent such Patents relate to Collaboration Compounds, Candidate Selection Compound, GSK Development Compounds, and/or Products, [***] for any such license(s) required from a Third Party, including, for example, any license for rights to the composition of matter of, a method of treatment using, the manufacture of, or formulation of, a Collaboration Compound or Product.fifteen

Third Party Licenses. 11.8.1 9.7.1 If either Party reasonably determines that (a) any licenses existing as of the Effective Date to any Third Party intellectual property rights, or (b) on or after the Effective Date, certain Third Party intellectual property rights, are necessary for (i) the Development Development, manufacture, or Commercialization of a Product, where such Third Party intellectual property rights are necessary for use of any Collaboration Compound in connection with the relevant Collaboration Target for the indications designated pursuant to Section 3.6.2Product, or for any license that may be required for the use or exploitation of Licensed Orexigen Intellectual Property as contemplated under this Agreement for the Researchdiscovery, research, manufacture, or use of Collaboration Compounds and Products, or (ii) to manufacture or commercialize any Product, then such Party will notify the JSC. 11.8.2 9.7.2 If the JSC determines that it needs to obtain one or more licenses from one or more Third Parties for such Development and/or Commercializationactivities, the JSC will determine which Party will negotiate the most favorable license. The chosen Party shall obtain a license to such Third Party intellectual property, with the right to sublicense, in order to permit both Parties to conduct their obligations under the this Agreement. Subject to the foregoing, the terms and conditions involved in obtaining such rights shall be determined at such chosen Party’s sole discretion. If such chosen Party elects not to obtain rights to such Third Party intellectual property, or is unsuccessful in obtaining such rights, then the other Party shall have the right (but not the obligation) to negotiate and obtain rights from such Third Party at its sole discretion and expense. 11.8.3 OncoMed 9.7.3 In the event that Takeda determines, in its reasonable commercial judgment, that a license, sublicense or similar right from one or more Third Parties is necessary in order to make, have made, use, offer to sell, sell or import a Product, then Takeda or its Affiliates may acquire such a license, sublicense or similar right. In accordance with Section 7.3.5, each Party shall bear […***…] percent ([…***…]. With respect %) of the payments owed pursuant to any Third Party license licenses under intellectual property rights that are necessary for the Commercialization of a Product (other than any license described in the foregoing sentence)exploitation of, including without limitation under any Third Party license under Patents set forth in Exhibit 11.8.3(b), to the extent such Patents relate to Collaboration Compounds, Candidate Selection Compound, GSK Development Compounds, and/or Products, [***] for any such license(s) required from a Third Party, including, for example, any license for rights to and cover the composition of matter or method of use of, Products in the Field and in the Territory, other than pursuant to the Upstream Agreements (a method of treatment using, the manufacture of, or formulation of, a Collaboration Compound or Product“Third Party License”). Orexigen shall be responsible for […***…] owed pursuant to any Upstream Agreement.

Third Party Licenses. 11.8.1 If either Party reasonably determines that (a) 5.5.1 If, during the Term, Adapt elects, in its sole discretion, to seek a license under any licenses existing as Patent of the Effective Date to any a Third Party intellectual property rights, or (b) on or after the Effective Date, certain Third Party intellectual property rights, are necessary for that (i) Adapt reasonably determines would be infringed by the Exploitation, in any part of the Territory, of any Product then under Development or being Commercialized by Adapt, its Affiliates or its Sublicensees, or that Adapt determines could be listed in the FDA’s Orange Book in respect of one or more Products (including Products in Development), or that claims an invention that Adapt determines could facilitate the Development of one or Commercialization more new Product(s) (any of a Productthe foregoing, where such Third Party intellectual property rights are necessary for use of any Collaboration Compound in connection with the relevant Collaboration Target for the indications designated pursuant to Section 3.6.2, or for any license that may be required for the use or exploitation of Licensed Intellectual Property as contemplated under this Agreement for the Research, manufacture, or use of Collaboration Compounds and Products, “Core IP”) or (ii) that Adapt otherwise reasonably determines is necessary or desirable for Adapt, its Affiliates or Sublicensees to manufacture or commercialize any ProductExploit the Products, then such then, in either case, Adapt shall be solely responsible for the negotiation and execution of the corresponding license agreement (a “Third Party will notify the JSCLicense Agreement”). 11.8.2 If 5.5.2 Adapt may, but shall not be obligated to, provide Opiant with a copy of any Third Party License Agreement before entering into such agreement, in which event Adapt shall concurrently notify Opiant in writing if Adapt regards any Patent(s) to be licensed under such Third Party License Agreement as Core IP. In the JSC determines event that Adapt provides Opiant with a copy of any Third Party License Agreement, the Parties will discuss the same in good faith for a period of up to ten (10) Business Days from the date on which such Third Party License Agreement is provided to Opiant. Not later than fifteen (15) Business Days after the date on which such Third Party License Agreement is provided to Opiant, Opiant shall notify Adapt in writing (a) whether or not, in Opiant’s good faith determination, the license contemplated thereby would meet the criteria set forth in either or both of clause (i) or clause (ii) of Section 5.5.1, (b) if Adapt has notified Opiant that it needs to obtain regards one or more licenses from one of the Patent(s) subject to such license as Core IP, whether or more not, in Opiant’s good faith determination, such Patent(s) constitute Core IP, and (c) whether and to what extent, in Opiant’s good faith determination, payments that would be owing by Adapt to the Third Parties for Party under the Third Party License Agreement constitute Eligible Payments within the meaning of Section 5.5.3. If Opiant notifies Adapt within such Development and/or Commercialization, fifteen (15) Business Day period that it agrees that the JSC will determine which Party will negotiate the most favorable license. The chosen Party shall obtain a license to contemplated by such Third Party intellectual property, with License Agreement would meet the right to sublicense, in order to permit both Parties to conduct their obligations under the Agreement. Subject to the foregoing, the terms and conditions involved in obtaining such rights shall be determined at such chosen Party’s sole discretion. If such chosen Party is unsuccessful in obtaining such rights, then the other Party shall have the right (but not the obligation) to negotiate and obtain rights from such Third Party at its sole discretion and expense. 11.8.3 OncoMed shall [***]. With respect to any Third Party license necessary for the Commercialization of a Product (other than any license described in the foregoing sentence), including without limitation under any Third Party license under Patents criteria set forth in Exhibit 11.8.3(b)either or both of clause (i) or clause (ii) of Section 5.5.1, or if Opiant fails to provide its written determination to Adapt within such fifteen (15) Business Day period, the applicable Third Party License Agreement, in the form provided to Opiant, shall be deemed an “Accepted Third Party License Agreement”. If Opiant notifies Adapt within such fifteen (15) Business Day period that payments that would be owing by Adapt to the extent Third Party under the Third Party License Agreement constitute Eligible Payments, then fifty percent (50%) of such Patents relate to Collaboration Compounds, Candidate Selection Compound, GSK Development Compounds, and/or Products, [***] for any such license(s) required from a Third Party, including, for example, any license for rights to the composition of matter of, a method of treatment using, the manufacture of, or formulation of, a Collaboration Compound or Product.Eligible Payments explicitly identified by Opiant as appropriate shall be deemed “Accepted Section 5.5