Common use of Third Party Licenses Clause in Contracts

Third Party Licenses. At Intrexon’s request, Ampliphi shall promptly provide to Intrexon copies of all Third Party agreements under which Ampliphi or its Affiliates obtained a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture and/or Commercialization of the Reverted Products. At Intrexon’s request such that Intrexon may Commercialize the Reverted Products, Ampliphi shall promptly work with Intrexon to either, as appropriate (i) assign to Intrexon the Third Party agreement(s), or (ii) grant a sublicense (with an appropriate scope) to Intrexon under the Third Party agreement(s). Thereafter Intrexon shall be fully responsible for all obligations due for its actions under the sublicensed or assigned Third Party agreements. Notwithstanding the above, if Intrexon does not wish to assume any financial or other obligations associated with a particular Third Party agreement identified to Intrexon under this Section 10.4(h), then Intrexon shall so notify Ampliphi and Ampliphi shall not make such assignment or grant such sublicense (or cause it to be made or granted).

Third Party Licenses. At Intrexon’s request, Ampliphi Synthetic shall promptly provide to Intrexon copies of all Third Third-Party agreements under which Ampliphi Synthetic or its Affiliates obtained a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture and/or Commercialization commercialization of the Reverted Products. At Intrexon’s request such that Intrexon may Commercialize the Reverted Products, Ampliphi Synthetic shall promptly work with Intrexon to either, as appropriate either (iA) assign to Intrexon the Third Party agreement(s), or (iiB) grant a sublicense (with an appropriate scope) to Intrexon under the Third Party agreement(s). Thereafter Intrexon shall be fully responsible for all obligations due for its actions under the sublicensed or assigned Third Party agreements. Notwithstanding the above, if Intrexon does not wish to assume any financial or other obligations associated with a particular Third Party agreement identified to Intrexon under this Section 10.4(h), then Intrexon shall so notify Ampliphi Synthetic and Ampliphi Synthetic shall not make such assignment or grant such sublicense (or cause it to be made or granted).

Third Party Licenses. At Intrexon’s request, Ampliphi Oragenics shall promptly provide to Intrexon copies of all Third Third-Party agreements under which Ampliphi Oragenics or its Affiliates obtained a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture and/or Commercialization commercialization of the Reverted Products. At Intrexon’s request such that Intrexon may Commercialize the Reverted Products, Ampliphi Oragenics shall promptly work with Intrexon to either, as appropriate either (iA) assign to Intrexon the Third Party agreement(s), or (iiB) grant a sublicense (with an appropriate scope) to Intrexon under the Third Party agreement(s). Thereafter Intrexon shall be fully responsible for all obligations due for its actions under the sublicensed or assigned Third Party agreements. Notwithstanding the above, if Intrexon does not wish to assume any financial or other obligations associated with a particular Third Party agreement identified to Intrexon under this Section 10.4(h), then Intrexon shall so notify Ampliphi Oragenics and Ampliphi Oragenics shall not make such assignment or grant such sublicense (or cause it to be made or granted).

Third Party Licenses. At Intrexon’s request, Ampliphi JV shall promptly provide to Intrexon copies of all Third Party agreements under which Ampliphi JV or its Affiliates obtained a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture and/or Commercialization of the Reverted Products. At Intrexon’s request such that Intrexon may Commercialize the Reverted Products, Ampliphi JV shall promptly work with Intrexon to either, as appropriate (i) assign to Intrexon the Third Party agreement(s), or (ii) grant a sublicense (with an appropriate scope) to Intrexon under the Third Party agreement(s). Thereafter Intrexon shall be fully responsible for all obligations due for its actions under the sublicensed or assigned Third Party agreements. Notwithstanding the above, if Intrexon does not wish to assume any financial or other obligations associated with a particular Third Party agreement identified to Intrexon under this Section 10.4(h), then Intrexon shall so notify Ampliphi JV and Ampliphi JV shall not make such assignment or grant such sublicense (or cause it to be made or granted).

Third Party Licenses. At Intrexon’s written request, Ampliphi NewCo shall promptly provide to Intrexon copies of all Third Party agreements under which Ampliphi NewCo or its Affiliates obtained a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture and/or Commercialization of the Reverted Products. At Intrexon’s written request such that Intrexon may Commercialize the Reverted Products, Ampliphi NewCo shall promptly work with Intrexon to either, as appropriate (i) assign to Intrexon the Third Party agreement(s), or (ii) grant a sublicense (with an appropriate scope) to Intrexon under the Third Party agreement(s). Thereafter Intrexon shall be fully responsible for all obligations due for its actions under the sublicensed or assigned Third Party agreements. Notwithstanding the above, if Intrexon does not wish to assume any financial or other obligations associated with a particular Third Party agreement identified to Intrexon under this Section 10.4(h), then Intrexon shall so notify Ampliphi NewCo and Ampliphi NewCo shall not make such assignment or grant such sublicense (or cause it to be made or granted).

Third Party Licenses. At Intrexon’s request, Ampliphi Synthetic shall promptly provide to Intrexon copies of all Third Party agreements under which Ampliphi Synthetic or its Affiliates obtained a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture and/or Commercialization commercialization of the Reverted Products. At Intrexon’s request such that Intrexon may Commercialize the Reverted Products, Ampliphi Synthetic shall promptly work with Intrexon to either, as appropriate either (iA) assign to Intrexon the Third Party agreement(s), or (iiB) grant a sublicense (with an appropriate scope) to Intrexon under the Third Party agreement(s). Thereafter Intrexon shall be fully responsible for all obligations due for its actions under the sublicensed or assigned Third Party agreements. Notwithstanding the above, if Intrexon does not wish to assume any financial or other obligations associated with a particular Third Party agreement identified to Intrexon under this Section 10.4(h), then Intrexon shall so notify Ampliphi Synthetic and Ampliphi Synthetic shall not make such assignment or grant such sublicense (or cause it to be made or granted).

Third Party Licenses. At Intrexon’s request, Ampliphi Fibrocell shall promptly provide to Intrexon copies of all Third Third-Party agreements under which Ampliphi Fibrocell or its Affiliates obtained a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture and/or Commercialization of the Reverted Products. At Intrexon’s request such that Intrexon may Commercialize the Reverted Products, Ampliphi Fibrocell shall promptly work with Intrexon to either, as appropriate either (iA) assign to Intrexon the Third Party agreement(s), or (iiB) grant a sublicense (with an appropriate scope) to Intrexon under the Third Party agreement(s). Thereafter Intrexon shall be fully responsible for all obligations due for its actions under the sublicensed or assigned Third Party agreements. Notwithstanding the above, if Intrexon does not wish to assume any financial or other obligations associated with a particular Third Party agreement identified to Intrexon under this Section 10.4(h), then Intrexon shall so notify Ampliphi Fibrocell and Ampliphi Fibrocell shall not make such assignment or grant such sublicense (or cause it to be made or granted).