Common use of Third Party Obligations Clause in Contracts

Third Party Obligations. (a) Except as contemplated by Section 7.6.1, Intellia will remain responsible for the payment of royalty, milestone and other payment obligations, if any, due to Third Parties under any other (i.e., not identified in Section 7.6.1) Intellia Intellectual Property that has been licensed to Intellia as of the Effective Date. After the Effective Date, if Intellia in-licenses Intellectual Property Rights of a Third Party that cover the Intellia Platform or improvements thereto (“Intellia New In-Licensed Intellectual Property”), then Intellia shall make such Intellia New In-Licensed Intellectual Property available to be included in the licenses to Novartis under this Agreement by notifying Novartis of the Intellia New In-Licensed Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Novartis were to elect to take a sublicense to such Intellectual Property Rights. Within [***] days of receiving notice of any Intellia New In-Licensed Intellectual Property, Novartis may elect to add such Intellectual Property Rights to the Intellia Intellectual Property (“Included Intellia New In-Licensed Intellectual Property”) [***] If Novartis fails or declines to make the election specified in this section within [***] days of receiving the notice from Intellia, such declined Intellectual Property Rights shall not be included as Intellia Intellectual Property [***] (“Excluded Intellia New In-Licensed Intellectual Property”) [***]. Further, Excluded Intellia New In-Licensed Intellectual Property shall include any Intellectual Property licensed or acquired by Intellia from a Third Party after the Effective Date that is not Intellia New In-Licensed Intellectual Property. (b) If Novartis determines that licenses or other rights to Intellectual Property Rights of a Third Party are required to Practice the Intellia Intellectual Property (other than those already in-licensed by Intellia and available to Novartis pursuant to the terms of Section 7.6.2(a) above), Novartis will have the right to negotiate and acquire such rights through a license and will be responsible for all amounts to be paid to such Third Party; provided, however, that [***]. 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. (c) After the Effective Date, if Novartis in-licenses Intellectual Property Rights of a Third Party that cover the Intellia Platform or improvements thereto (“Novartis New In-Licensed Platform Intellectual Property”), then Novartis shall make such Novartis New In-Licensed Platform Intellectual Property available to be included in the license granted to Intellia under Section 5.3.6 by notifying Intellia of the Novartis New In-Licensed Platform Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Intellia were to elect to take a sublicense to such Intellectual Property. Within [***] days of receiving notice of any Novartis New In-Licensed Platform Intellectual Property, Intellia may elect to add such Intellectual Property Rights to the Novartis Other Background Intellectual Property (“Included Novartis New In-Licensed Platform Intellectual Property”) [***]. If Intellia fails or declines to make the election specified in this section within [***] days of receiving the notice from Novartis, such declined Intellectual Property Rights shall not be included as Novartis Other Background Intellectual Property [***] (“Excluded Novartis New In-Licensed Platform Intellectual Property”) [***].

Third Party Obligations. (a) Except as contemplated by Subject to Section 7.6.1, Intellia will remain responsible for 9.5(c) in the payment of royalty, milestone and other payment obligations, if any, due to event that Hookipa enters into an agreement with a Third Parties under any other (i.e., not identified in Section 7.6.1) Intellia Intellectual Property that has been licensed to Intellia as of Party after the Effective Date. After the Effective Date, if Intellia Date pursuant to which Hookipa in-licenses Intellectual Property Rights or otherwise acquires Control of Patent Rights, Know-How, or other intellectual property rights that would constitute Licensed Technology for purposes of this Agreement, then Hookipa shall promptly provide Gilead with notice and a copy of the applicable license or other agreement with the Third Party, together with a schedule of obligations under any such Hookipa Third Party Agreement applicable to sublicensees, including any payment obligations: (A) specifically attributable to the grant of a Third Party sublicense to Gilead to the Patent Rights, Know-How, or other intellectual property rights that cover the Intellia Platform would constitute Licensed Technology for purposes of this Agreement; or improvements thereto (“Intellia New In-Licensed Intellectual Property”), then Intellia shall make such Intellia New In-Licensed Intellectual Property available to be included in the licenses to Novartis B) arising thereunder solely as a result of Gilead’s activities under this Agreement by notifying Novartis in its capacity as a sublicensee of Hookipa under such Hookipa Third Party Agreement (such payment obligations pursuant to (A) and (B), collectively the Intellia New In-Licensed Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Novartis were to elect to take a sublicense to such Intellectual Property Rights“Sublicense Payments”). Within [***] days following receipt of receiving such notice, Gilead shall decide, in its sole discretion, whether or not to accept such Patent Rights, Know-How, or other intellectual property as Licensed Technology licensed under this Agreement and provide Hookipa written notice of any Intellia New Insuch decision. In the event of acceptance: (i) such Patent Rights, Know-How, or other intellectual property shall constitute Licensed Intellectual Property, Novartis may elect Technology licensed to Gilead under this Agreement; (ii) such agreement shall thereafter be included within the definition of Hookipa Third Party Agreements; (iii) Gilead shall be responsible for all Sublicense Payments; and (iv) Schedule 9.5(a) shall be deemed amended to add such Intellectual Property Rights schedule of obligations applicable to sublicensees and Gilead, in its capacity as a sublicensee, shall be obligated to comply with such obligations. In the Intellia Intellectual Property event that Gilead does not accept such Third Party agreement as a Hookipa Third Party Agreement (“Included Intellia New In-Licensed Intellectual Property”) including by failing to respond within such [***] If Novartis fails ]-day period): (x) Gilead and its Affiliates shall have no obligations with respect to such Third Party agreement; and (y) Hookipa shall have no obligation to grant any rights to Gilead under such Third Party agreement. (b) Notwithstanding Section 9.5(a), Hookipa shall remain solely responsible for the payment of royalties, milestones, and other payment obligations under the Hookipa Third Party Agreements set forth on Schedule 9.5(a), as in effect on the Effective Date. All such payments shall be made promptly by Hookipa in accordance with the terms of the applicable Hookipa Third Party Agreement. (c) In the event that Gilead reasonably determines that any Patent Rights, Know-How, or declines other intellectual, property rights owned or otherwise Controlled by a Third Party are necessary or useful in order to make the election specified in this section within [***] days of receiving the notice from IntelliaDevelop, such declined Intellectual Property Rights shall not be included as Intellia Intellectual Property [***] (“Excluded Intellia New In-Manufacture, or Commercialize a Licensed Intellectual Property”) Product, then [***]. FurtherFollowing such discussion, Excluded Intellia New In-Licensed Intellectual Property Gilead shall include any Intellectual Property licensed or acquired by Intellia from a Third Party after the Effective Date that is not Intellia New In-Licensed Intellectual Property. (b) If Novartis determines that licenses or other rights to Intellectual Property Rights of a Third Party are required to Practice the Intellia Intellectual Property (other than those already in-licensed by Intellia and available to Novartis pursuant to the terms of Section 7.6.2(a) above), Novartis will have the right to negotiate and acquire such rights through enter into a license agreement or otherwise acquire rights to such Patent Rights, Know-How, or other intellectual property (including by way of settlement of litigation) and will be responsible for to deduct from [***] due to Hookipa on such Licensed Product under this Agreement pursuant to Section 9.3, with respect to a given [***] of any and all amounts to be payments actually paid by Gilead to such Third Party; provided, however, that Party with respect to such Licensed Product. Gilead shall keep Hookipa reasonably informed with respect to Gilead’s negotiations for such license with such Third Party licensor and shall use good-faith efforts to [***]. CERTAIN Notwithstanding the foregoing, including in the event that Gilead enters into multiple licenses with multiple Third Party licensors, in no event shall any royalty payments pursuant to Section 9.3 due to Hookipa on such Licensed Product in a [***] be reduced, taking into account also any reductions pursuant to Section 9.4, by more than [***] of the amount that would otherwise be due hereunder (the “Payment Floor”). Any such amounts payable for a license to Patent Rights, Know-How, or other intellectual property [***] which are not fully recovered in a [***] in accordance with this Section 9.5(c) as a result of the application of the Payment Floor or otherwise may be carried forward, CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND REPLACED MARKED WITH “[***]”. A COMPLETE AN UNREDACTED VERSION OF THIS EXHIBIT THE DOCUMENT HAS ALSO BEEN FILED FURNISHED SEPARATELY WITH THE SECRETARY OF TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO AS REQUIRED BY RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (c) After the Effective Date, if Novartis in. and Gilead may deduct such carried-licenses Intellectual Property Rights of a Third Party that cover the Intellia Platform or improvements thereto (“Novartis New In-Licensed Platform Intellectual Property”), then Novartis shall make such Novartis New In-Licensed Platform Intellectual Property available to be included in the license granted to Intellia under Section 5.3.6 by notifying Intellia of the Novartis New In-Licensed Platform Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Intellia were to elect to take a sublicense to such Intellectual Property. Within forward amount from subsequent [***] days of receiving notice of any Novartis New In-Licensed Platform Intellectual Property, Intellia may elect due to add such Intellectual Property Rights Hookipa with respect to the Novartis Other Background Intellectual Property (“Included Novartis New In-applicable Licensed Platform Intellectual Property”) [***]Product until the full amount that Gilead was entitled to deduct is deducted. If Intellia fails or declines to make the election specified in this section within For clarity, no deductions from [***] days of receiving due to Hookipa on any Licensed Products under this Agreement pursuant to Section 9.3 shall be made pursuant to this Section 9.5(c) with respect to any amounts payable by Gilead for licenses granted by a Third Party to Gilead for any Patent Rights, Know-How, or other intellectual property rights owned or otherwise Controlled by a Third Party that have been concluded on or prior to the notice from Novartis, such declined Intellectual Property Rights shall not be included as Novartis Other Background Intellectual Property [***] (“Excluded Novartis New In-Licensed Platform Intellectual Property”) [***]Effective Date.

Third Party Obligations. (a) Except as contemplated by Notwithstanding the provisions of this Section 7.6.111.7, Intellia will Enanta shall remain responsible for the payment of royalty, milestone and other payment obligations, if any, due to Third Parties under any other (i.e., not identified in Section 7.6.1) Intellia Intellectual Property that has Enanta Patents or Enanta Know-How which have been licensed to Intellia as of the Effective Date. After the Effective Date, if Intellia inEnanta and are sub-licenses Intellectual Property Rights of a Third Party that cover the Intellia Platform or improvements thereto (“Intellia New In-Licensed Intellectual Property”), then Intellia shall make such Intellia New In-Licensed Intellectual Property available to be included in the licenses licensed to Novartis under this Agreement Agreement. All such payments shall be made promptly by notifying Novartis Enanta in accordance with the terms of the Intellia New In-Licensed Intellectual Property and related its license agreement, including any anticipated financial obligations that may arise if Novartis were to elect to take a sublicense to such Intellectual Property Rights. Within [***] days of receiving notice of any Intellia New In-Licensed Intellectual Property, Novartis may elect to add such Intellectual Property Rights to the Intellia Intellectual Property (“Included Intellia New In-Licensed Intellectual Property”) [***] If Novartis fails or declines to make the election specified in this section within [***] days of receiving the notice from Intellia, such declined Intellectual Property Rights shall not be included as Intellia Intellectual Property [***] (“Excluded Intellia New In-Licensed Intellectual Property”) [***]. Further, Excluded Intellia New In-Licensed Intellectual Property shall include any Intellectual Property licensed or acquired by Intellia from a Third Party after the Effective Date that is not Intellia New In-Licensed Intellectual Property. (b) If In the event that Novartis reasonably determines that licenses or other rights to Intellectual Property Rights of intellectual property owned or Controlled by a Third Party claiming the structure of any Licensed Compound are required in order to Practice the Intellia Intellectual Property (other than those already in-licensed by Intellia and available to Novartis pursuant to the terms avoid infringement of Section 7.6.2(a) above)such Third Party’s rights, Novartis will shall have the right to negotiate and acquire such rights through a license or otherwise. Novartis shall be entitled to deduct from the payments due to Enanta under Sections 11.2 and will be responsible for all 11.3 with respect to the relevant Licensed Compound or Product [*****] of the amounts to be paid (whether in the form of [*****]) by Novartis to such Third Party; provided, however, that in no event shall the amounts due to Enanta from Novartis with respect to the relevant Product be reduced through this subsection 11.7(b) by more than [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”] of the amounts otherwise due for such Product in any Calendar Quarter. 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 AMENDEDAny amount that Novartis is entitled to deduct that is reduced by the above-recited limitation on the deduction shall be carried forward and Novartis may deduct such amount from subsequent payments due to Enanta with respect to the relevant Product until the full amount that Novartis was entitled to deduct is deducted. (c) After In the Effective Date, if event that Novartis in-licenses Intellectual Property Rights of reasonably determines that it would be useful to acquire rights to intellectual property owned or Controlled by a Third Party that cover Party, which intellectual property rights do not pertain (i) to the Intellia Platform structure of any Licensed Compound or improvements thereto (“Novartis New In-Licensed Platform Intellectual Property”)ii) to the structure of any other active ingredient in a Product or the formulation of only such other active ingredient, then in order to Develop, manufacture, Commercialize or sell a Product, Novartis shall make have the right to negotiate and acquire such rights through a license or otherwise. Novartis New In-Licensed Platform Intellectual Property available shall be entitled to be included in deduct from the license granted payments due to Intellia Enanta under Section 5.3.6 by notifying Intellia of 11.3 with respect to the Novartis New In-relevant Licensed Platform Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Intellia were to elect to take a sublicense to such Intellectual Property. Within Compound or Product [*****] days of receiving notice the amounts paid (whether in the form of any Novartis New In-Licensed Platform Intellectual Property, Intellia may elect to add such Intellectual Property Rights to the Novartis Other Background Intellectual Property (“Included Novartis New In-Licensed Platform Intellectual Property”) [*****]. If Intellia fails or declines ) by Novartis to make such Third Party; provided, however, that in no event shall the election specified in this section within [*****] days of receiving due to Enanta from Novartis with respect to the notice from Novartis, such declined Intellectual Property Rights shall not relevant Product be included as Novartis Other Background Intellectual Property reduced through this subsection 11.7(c) by more than [*****] (“Excluded of the royalty amounts otherwise due for such Product in any Calendar Quarter; and provided further that, with respect to intellectual property relevant to more than one active ingredient of a Combination Product, any such deductions shall be reasonably apportioned between or among the applicable components of the Combination Product. Any amount that Novartis New Inis entitled to deduct that is reduced by the above-Licensed Platform Intellectual Property”) recited limitation on the deduction shall be carried forward and Novartis may deduct such amount from subsequent [***].**] due to Enanta with respect to the relevant Product until the full amount that Novartis was entitled to deduct is deducted. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 28

Third Party Obligations. (a) Except In the event that NVS reasonably determines that Intellectual Property Rights Controlled by a Third Party would be [***] to Research, Develop, Manufacture, or Commercialize a Licensed Product or Research Product in the Field in the Territory under this Agreement (but not any Active Ingredient included in such Licensed Product that is not a Licensed Compound or in such Research Product that is not a Selected Research Compound), NVS shall have the right to negotiate and acquire such Intellectual Property Rights through a license or otherwise (including pursuant to any settlement agreement); provided that where such Third Party Intellectual Property Rights are [***], NVS will first provide Pliant with written notice of any such Third Party license that it intends to enter, and Pliant will have the right to enter into such Third Party license itself within [***] months of Pliant's receipt of such notice on terms and conditions determined by Pliant with Pliant responsible for all costs and expenses incurred in connection with securing any such license, and whereby such Third Party Intellectual Property Rights licensed by Pliant shall be deemed Pliant Technology. If Pliant does not obtain such license, or where such Third Party Intellectual Property Right is [***] NVS will have the right to negotiate and acquire such Intellectual Property Rights through a license or otherwise (including pursuant to any settlement agreement), under terms and conditions to be determined by NVS, and to deduct from any payments on such Product as contemplated set forth in Section 10.5 due to Pliant with respect to a given Calendar Quarter, [***] percent ([***]%) of the amounts paid (including milestone payments, royalties, settlement payments, or other payments) by or on behalf of NVS to such Third Party for any Intellectual Property Rights that are necessary or reasonably useful to Research, Develop, Manufacture, or Commercialize such Licensed Product or Research Product, subject to the limitation set forth in Section 7.6.110.8. (b) Notwithstanding anything to the contrary in this Agreement, Intellia will subject to Section 11.8, Pliant shall remain solely responsible for the payment of royalty, milestone milestone, and other payment obligations, if any, due to Third Parties in connection with any Third Party License under any other (i.e., not identified in Section 7.6.1) Intellia Intellectual Property that which Pliant Technology has been or is licensed to Intellia as of the Effective Date. After the Effective Date, if Intellia in-licenses Intellectual Property Rights of a Third Party that cover the Intellia Platform or improvements thereto (“Intellia New In-Licensed Intellectual Property”), then Intellia shall make such Intellia New In-Licensed Intellectual Property available Pliant and is sublicensed to be included in the licenses to Novartis NVS under this Agreement by notifying Novartis (the "Pliant Third Party Obligations"). All such payments in respect of the Intellia New In-Licensed Intellectual Property Pliant Third Party Obligations shall be made promptly by Pliant in accordance with the terms of its agreements with the applicable Pliant Third Party License, and related agreementPliant shall promptly inform NVS after each such payment has been made. In the event that, including pursuant to Section 16.4(b), NVS elects to cure any anticipated financial obligations that may arise if Novartis were alleged breach by Pliant or its Affiliates under any Third Party License sublicensed to elect NVS hereunder, NVS will have the right to take a sublicense to such Intellectual Property Rights. Within deduct [***] days by or on behalf of receiving notice of any Intellia New In-Licensed Intellectual Property, Novartis may elect to add such Intellectual Property Rights to the Intellia Intellectual Property (“Included Intellia New In-Licensed Intellectual Property”) [***] If Novartis fails or declines to make the election specified in this section within [***] days of receiving the notice from Intellia, such declined Intellectual Property Rights shall not be included as Intellia Intellectual Property [***] (“Excluded Intellia New In-Licensed Intellectual Property”) [***]. Further, Excluded Intellia New In-Licensed Intellectual Property shall include any Intellectual Property licensed or acquired by Intellia from a Third Party after the Effective Date that is not Intellia New In-Licensed Intellectual Property. (b) If Novartis determines that licenses or other rights to Intellectual Property Rights of a Third Party are required to Practice the Intellia Intellectual Property (other than those already in-licensed by Intellia and available to Novartis pursuant to the terms of Section 7.6.2(a) above), Novartis will have the right to negotiate and acquire such rights through a license and will be responsible for all amounts to be paid NVS to such Third Party; providedParty against any payments on such Product as set forth in Sections 10.3, however, that [***]. 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. (c) After the Effective Date, if Novartis in-licenses Intellectual Property Rights of 10.4 or 10.5 due to Pliant with respect to a Third Party that cover the Intellia Platform or improvements thereto (“Novartis New In-Licensed Platform Intellectual Property”), then Novartis shall make such Novartis New In-Licensed Platform Intellectual Property available to be included in the license granted to Intellia under Section 5.3.6 by notifying Intellia of the Novartis New In-Licensed Platform Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Intellia were to elect to take a sublicense to such Intellectual Property. Within [***] days of receiving notice of any Novartis New In-Licensed Platform Intellectual Property, Intellia may elect to add such Intellectual Property Rights to the Novartis Other Background Intellectual Property (“Included Novartis New In-Licensed Platform Intellectual Property”) [***]. If Intellia fails or declines to make the election specified in this section within [***] days of receiving the notice from Novartis, such declined Intellectual Property Rights shall not be included as Novartis Other Background Intellectual Property [***] (“Excluded Novartis New In-Licensed Platform Intellectual Property”) given Calendar Quarter[***].

Third Party Obligations. (a) Except as contemplated by Section 7.6.1, Intellia will remain responsible for the payment of royalty, milestone and other payment obligations, if any, due to Third Parties under any other (i.e., not identified in Section 7.6.1) Intellia Intellectual Property that has been licensed to Intellia as of the Effective Date. After the Effective Date, if Intellia in-licenses Intellectual Property Rights of a Third Party that cover the Intellia Platform or improvements thereto (“Intellia New In-Licensed Intellectual Property”), then Intellia shall make such Intellia New In-Licensed Intellectual Property available to be included in the licenses to Novartis under this Agreement by notifying Novartis of the Intellia New In-Licensed Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Novartis were to elect to take a sublicense to such Intellectual Property Rights. Within [***] days of receiving notice of any Intellia New In-Licensed Intellectual Property, Novartis may elect to add such Intellectual Property Rights to the Intellia Intellectual Property (“Included Intellia New In-Licensed Intellectual Property”) [***] If Novartis fails or declines to make the election specified in this section within [***] days of receiving the notice from Intellia, such declined Intellectual Property Rights shall not be included as Intellia Intellectual Property [***] (“Excluded Intellia New In-Licensed Intellectual Property”) [***]. Further, Excluded Intellia New In-Licensed Intellectual Property shall include any Intellectual Property licensed or acquired by Intellia from a Third Party after the Effective Date that is not Intellia New In-Licensed Intellectual Property. (b) If Novartis determines that licenses or other rights to Intellectual Property Rights of a Third Party are required to Practice the Intellia Intellectual Property (other than those already in-licensed by Intellia and available to Novartis pursuant to the terms of Section 7.6.2(a) above), Novartis will have the right to negotiate and acquire such rights through a license and will be responsible for all amounts to be paid to such Third Party; provided, however, that [***]. 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. (c) After the Effective Date, if Novartis in-licenses Intellectual Property Rights of a Third Party that cover the Intellia Platform or improvements thereto (“Novartis New In-Licensed Platform Intellectual Property”), then Novartis shall make such Novartis New In-Licensed Platform Intellectual Property available to be included in the license granted to Intellia under Section 5.3.6 by notifying Intellia of the Novartis New In-Licensed Platform Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Intellia were to elect to take a sublicense to such Intellectual Property. Within [***] days of receiving notice of any Novartis New In-Licensed Platform Intellectual Property, Intellia may elect to add such Intellectual Property Rights to the Novartis Other Background Intellectual Property (“Included Novartis New In-Licensed Platform Intellectual Property”) [***]. If Intellia fails or declines to make the election specified in this section within [***] days of receiving the notice from Novartis, such declined Intellectual Property Rights shall not be included as Novartis Other Background Intellectual Property [***] (“Excluded Novartis New In-Licensed Platform Intellectual Property”) [***].

Third Party Obligations. ​ (a) Except as contemplated by Subject to Section 7.6.1, Intellia will remain responsible for 9.5(c) in the payment of royalty, milestone and other payment obligations, if any, due to event that Hookipa enters into an agreement with a Third Parties under any other (i.e., not identified in Section 7.6.1) Intellia Intellectual Property that has been licensed to Intellia as of Party after the Effective Date. After the Effective Date, if Intellia Date pursuant to which Hookipa in-licenses Intellectual Property Rights or otherwise acquires Control of Patent Rights, Know-How, or other intellectual property rights that would constitute Licensed Technology for purposes of this Agreement, then Hookipa shall promptly provide Gilead with notice and a copy of the applicable license or other agreement with the Third Party, together with a schedule of obligations under any such Hookipa Third Party Agreement applicable to sublicensees, including any payment obligations: (A) specifically attributable to the grant of a Third Party sublicense to Gilead to the Patent Rights, Know-How, or other intellectual property rights that cover the Intellia Platform would constitute Licensed Technology for purposes of this Agreement; or improvements thereto (“Intellia New In-Licensed Intellectual Property”), then Intellia shall make such Intellia New In-Licensed Intellectual Property available to be included in the licenses to Novartis B) arising thereunder solely as a result of Gilead’s activities under this Agreement by notifying Novartis in its capacity as a sublicensee of Hookipa under such Hookipa Third Party Agreement (such payment obligations pursuant to (A) and (B), collectively the Intellia New In-Licensed Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Novartis were to elect to take a sublicense to such Intellectual Property Rights“Sublicense Payments”). Within [***] days following receipt of receiving such notice, Gilead shall decide, in its sole discretion, whether or not to accept such Patent Rights, Know-How, or other intellectual property as Licensed Technology licensed under this Agreement and provide Hookipa written notice of any Intellia New Insuch decision. In the event of acceptance: (i) such Patent Rights, Know-How, or other intellectual property shall constitute Licensed Intellectual Property, Novartis may elect Technology licensed to Gilead under this Agreement; (ii) such agreement shall thereafter be included within the definition of Hookipa Third Party Agreements; (iii) Gilead shall be responsible for all Sublicense Payments; and (iv) Schedule 9.5(a) shall be deemed amended to add such Intellectual Property Rights schedule of obligations applicable to sublicensees and Gilead, in its capacity as a sublicensee, shall be obligated to comply with such obligations. In the Intellia Intellectual Property event that Gilead does not accept such Third Party agreement as a Hookipa Third Party Agreement (“Included Intellia New In-Licensed Intellectual Property”) including by failing to respond within such [***] If Novartis fails ]-day period): (x) Gilead and its Affiliates shall have no obligations with respect to such Third Party agreement; and (y) Hookipa shall have no obligation to grant any rights to Gilead under such Third Party agreement. ​ (b) Notwithstanding Section 9.5(a), Hookipa shall remain solely responsible for the payment of royalties, milestones, and other payment obligations under the Hookipa Third Party Agreements set forth on Schedule 9.5(a), as in effect on the Effective Date. All such payments shall be made promptly by Hookipa in accordance with the terms of the applicable Hookipa Third Party Agreement. ​ (c) In the event that Gilead reasonably determines that any Patent Rights, Know-How, or declines other intellectual, property rights owned or otherwise Controlled by a Third Party are necessary or useful in order to make the election specified in this section within [***] days of receiving the notice from IntelliaDevelop, such declined Intellectual Property Rights shall not be included as Intellia Intellectual Property [***] (“Excluded Intellia New In-Manufacture, or Commercialize a Licensed Intellectual Property”) Product, then [***]. FurtherFollowing such discussion, Excluded Intellia New In-Licensed Intellectual Property Gilead shall include any Intellectual Property licensed or acquired by Intellia from a Third Party after the Effective Date that is not Intellia New In-Licensed Intellectual Property. (b) If Novartis determines that licenses or other rights to Intellectual Property Rights of a Third Party are required to Practice the Intellia Intellectual Property (other than those already in-licensed by Intellia and available to Novartis pursuant to the terms of Section 7.6.2(a) above), Novartis will have the right to negotiate and acquire such rights through enter into a license agreement or otherwise acquire rights to such Patent Rights, Know-How, or other intellectual property (including by way of settlement of litigation) and will be responsible for to deduct from [***] due to Hookipa on such Licensed Product under this Agreement pursuant to Section 9.3, with respect to a given [***] of any and all amounts to be payments actually paid by Gilead to such Third Party; provided, however, that Party with respect to such Licensed Product. Gilead shall keep Hookipa reasonably informed with respect to Gilead’s negotiations for such license with such Third Party licensor and shall use good-faith efforts to [***]. CERTAIN Notwithstanding the foregoing, including in the event that Gilead enters into multiple licenses with multiple Third Party licensors, in no event shall any royalty payments pursuant to Section 9.3 due to Hookipa on such Licensed Product in a [***] be reduced, taking into account also any reductions pursuant to Section 9.4, by more than [***] of the amount that would otherwise be due hereunder (the “Payment Floor”). Any such amounts payable for a license to Patent Rights, Know-How, or other intellectual property [***] which are not fully recovered in a [***] in accordance with this Section 9.5(c) as a result of the application of the Payment Floor or otherwise may be carried forward, and Gilead may deduct such carried-forward amount from subsequent [***] due to Hookipa with respect to the applicable Licensed Product until the full amount that Gilead was entitled to deduct is deducted. For clarity, no deductions from [***] due to Hookipa on any Licensed Products under this Agreement pursuant to Section 9.3 shall be made pursuant to this Section 9.5(c) with respect to any amounts payable by Gilead for licenses granted by a Third Party to Gilead for any Patent Rights, Know-How, or other intellectual property rights owned or otherwise Controlled by a Third Party that have been concluded on or prior to the Effective Date. ​ ​ CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND REPLACED MARKED WITH “[***]”. A COMPLETE AN UNREDACTED VERSION OF THIS EXHIBIT THE DOCUMENT HAS ALSO BEEN FILED FURNISHED SEPARATELY WITH THE SECRETARY OF TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO AS REQUIRED BY RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (c) After the Effective Date, if Novartis in-licenses Intellectual Property Rights of a Third Party that cover the Intellia Platform or improvements thereto (“Novartis New In-Licensed Platform Intellectual Property”), then Novartis shall make such Novartis New In-Licensed Platform Intellectual Property available to be included in the license granted to Intellia under Section 5.3.6 by notifying Intellia of the Novartis New In-Licensed Platform Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Intellia were to elect to take a sublicense to such Intellectual Property. Within [***] days of receiving notice of any Novartis New In-Licensed Platform Intellectual Property, Intellia may elect to add such Intellectual Property Rights to the Novartis Other Background Intellectual Property (“Included Novartis New In-Licensed Platform Intellectual Property”) [***]. If Intellia fails or declines to make the election specified in this section within [***] days of receiving the notice from Novartis, such declined Intellectual Property Rights shall not be included as Novartis Other Background Intellectual Property [***] (“Excluded Novartis New In-Licensed Platform Intellectual Property”) [***].

Third Party Obligations. (a) Except as contemplated by Subject to Section 7.6.19.5(c), Intellia will remain responsible for in the payment of royalty, milestone and other payment obligations, if any, due event that Hookipa enters into an agreement with a Third Party after the Original Effective Date pursuant to Third Parties under any other (i.e., not identified in Section 7.6.1) Intellia Intellectual Property that has been licensed to Intellia as of the Effective Date. After the Effective Date, if Intellia which Hookipa in-licenses Intellectual Property Rights or otherwise acquires Control of Patent Rights, Know-How, or other intellectual property rights that would constitute Licensed Technology for purposes of this Agreement or the Original Collaboration Agreement, then Hookipa shall promptly provide Gilead with notice and a copy of the applicable license or other agreement with the Third Party, together with a schedule of obligations under any such Hookipa Third Party Agreement applicable to sublicensees, including any payment obligations: (A) specifically attributable to the grant of a Third Party sublicense to Gilead to the Patent Rights, Know-How, or other intellectual property rights that cover the Intellia Platform would constitute Licensed Technology for purposes of this Agreement; or improvements thereto (“Intellia New In-Licensed Intellectual Property”), then Intellia shall make such Intellia New In-Licensed Intellectual Property available to be included in the licenses to Novartis B) arising thereunder solely as a result of Gilead’s activities under this Agreement by notifying Novartis in its capacity as a sublicensee of Hookipa under such Hookipa Third Party Agreement (such payment obligations pursuant to (A) and (B), collectively the Intellia New In-Licensed Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Novartis were to elect to take a sublicense to such Intellectual Property Rights“Sublicense Payments”). Within [***] days following receipt of receiving such notice, Gilead shall decide, in its sole discretion, whether or not to accept such Patent Rights, Know-How, or other intellectual property as Licensed Technology licensed under this Agreement and provide Hookipa written notice of any Intellia New Insuch decision. In the event of acceptance: (i) such Patent Rights, Know-How, or other intellectual property shall constitute Licensed Intellectual Property, Novartis may elect Technology licensed to Gilead under this Agreement; (ii) such agreement shall thereafter be included within the definition of Hookipa Third Party Agreements; (iii) Gilead shall be responsible for all Sublicense Payments; and (iv) Schedule 9.5(a) shall be deemed amended to add such Intellectual Property Rights schedule of obligations applicable to sublicensees and Gilead, in its capacity as a sublicensee, shall be obligated to comply with such obligations. In the Intellia Intellectual Property event that Gilead does not accept such Third Party agreement as a Hookipa Third Party Agreement (“Included Intellia New In-Licensed Intellectual Property”) including by failing to respond within such [***] If Novartis fails ]-day period): (x) Gilead and its Affiliates shall have no obligations with respect to such Third Party agreement; and (y) Hookipa shall have no obligation to grant any rights to Gilead under such Third Party agreement. (b) Notwithstanding Section 9.5(a), Hookipa shall remain solely responsible for the payment of royalties, milestones, and other payment obligations under the Hookipa Third Party Agreements set forth on Schedule 9.5(a) as in effect on the Original Effective Date. All such payments shall be made promptly by Hookipa in accordance with the terms of the applicable Hookipa Third Party Agreement. (c) In the event that Gilead reasonably determines that any Patent Rights, Know-How, or declines other intellectual property rights owned or otherwise Controlled by a Third Party are necessary or useful in order to make the election specified in this section within [***] days of receiving the notice from IntelliaDevelop, such declined Intellectual Property Rights shall not be included as Intellia Intellectual Property [***] (“Excluded Intellia New In-Manufacture, or Commercialize a Licensed Intellectual Property”) Product, then [***]. FurtherFollowing such discussion, Excluded Intellia New In-Licensed Intellectual Property Gilead shall include any Intellectual Property licensed or acquired by Intellia from a Third Party after the Effective Date that is not Intellia New In-Licensed Intellectual Property. (b) If Novartis determines that licenses or other rights to Intellectual Property Rights of a Third Party are required to Practice the Intellia Intellectual Property (other than those already in-licensed by Intellia and available to Novartis pursuant to the terms of Section 7.6.2(a) above), Novartis will have the right to negotiate and acquire such rights through enter into a license agreement or otherwise acquire rights to such Patent Rights, Know-How, or other intellectual property (including by way of settlement of litigation) and will be responsible for to deduct from [***] due to Hookipa on such Licensed Product under this Agreement pursuant to Section 9.3, with respect to a given [***] of any and all amounts to be payments actually paid by Gilead to such Third Party; provided, however, that Party with respect to such Licensed Product. Gilead shall keep Hookipa reasonably informed with respect to Gilead’s negotiations for such license with such Third Party licensor and shall use good-faith efforts to [***]. 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 1933Notwithstanding the foregoing, AS AMENDED. (c) After including in the Effective Date, if Novartis in-event that Gilead enters into multiple licenses Intellectual Property Rights of a with multiple Third Party that cover the Intellia Platform or improvements thereto (“Novartis New In-licensors, in no event shall any royalty payments pursuant to Section 9.3 due to Hookipa on such Licensed Platform Intellectual Property”), then Novartis shall make such Novartis New In-Licensed Platform Intellectual Property available to be included Product in the license granted to Intellia under Section 5.3.6 by notifying Intellia of the Novartis New In-Licensed Platform Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Intellia were to elect to take a sublicense to such Intellectual Property. Within [***] days of receiving notice of be reduced, taking into account also any Novartis New In-Licensed Platform Intellectual Propertyreductions pursuant to Section 9.4, Intellia may elect to add such Intellectual Property Rights to the Novartis Other Background Intellectual Property (“Included Novartis New In-Licensed Platform Intellectual Property”) [***]. If Intellia fails or declines to make the election specified in this section within by more than [***] days of receiving the notice from Novartisamount that would otherwise be due hereunder (the “Payment Floor”). Any such amounts payable for a license to Patent Rights, such declined Intellectual Property Rights shall not be included as Novartis Other Background Intellectual Property Know-How, or other intellectual property [***] (“Excluded Novartis New In-Licensed Platform Intellectual Property”) which are not fully recovered in a [***]] in accordance with this Section 9.5(c) as a result of the application of the Payment Floor or otherwise may be carried forward, and Gilead may deduct such carried-forward amount from subsequent [***] due to Hookipa with respect to the applicable Licensed Product until the full amount that Gilead was entitled to deduct is deducted. For clarity, no deductions from [***] due to Hookipa on any Licensed Products under this Agreement pursuant to Section 9.3 shall be made pursuant to this Section 9.5(c) with respect to any amounts payable by Gilead for licenses granted by a Third Party to Gilead for any Patent Rights, Know-How, or other intellectual property rights owned or otherwise Controlled by a Third Party that have been concluded on or prior to the Original Effective Date.

Third Party Obligations. (a) Except as contemplated by Subject to Section 7.6.1, Intellia will remain responsible for 9.5(c) in the payment of royalty, milestone and other payment obligations, if any, due to event that Hookipa enters into an agreement with a Third Parties under any other (i.e., not identified in Section 7.6.1) Intellia Intellectual Property that has been licensed to Intellia as of Party after the Effective Date. After the Effective Date, if Intellia Date pursuant to which Hookipa in-licenses Intellectual Property Rights or otherwise acquires Control of Patent Rights, Know-How, or other intellectual property rights that would constitute Licensed Technology for purposes of this Agreement, then Hookipa shall promptly provide Gilead with notice and a copy of the applicable license or other agreement with the Third Party, together with a schedule of obligations under any such Hookipa Third Party Agreement applicable to sublicensees, including any payment obligations: (A) specifically attributable to the grant of a Third Party sublicense to Gilead to the Patent Rights, Know-How, or other intellectual property rights that cover the Intellia Platform would constitute Licensed Technology for purposes of this Agreement; or improvements thereto (“Intellia New In-Licensed Intellectual Property”), then Intellia shall make such Intellia New In-Licensed Intellectual Property available to be included in the licenses to Novartis B) arising thereunder solely as a result of Gilead’s activities under this Agreement by notifying Novartis in its capacity as a sublicensee of Hookipa under such Hookipa Third Party Agreement (such payment obligations pursuant to (A) and (B), collectively the Intellia New In-Licensed Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Novartis were to elect to take a sublicense to such Intellectual Property Rights“Sublicense Payments”). Within [***] days following receipt of receiving such notice, Gilead shall decide, in its sole discretion, whether or not to accept such Patent Rights, Know-How, or other intellectual property as Licensed Technology licensed under this Agreement and provide Hookipa written notice of any Intellia New Insuch decision. In the event of acceptance: (i) such Patent Rights, Know-How, or other intellectual property shall constitute Licensed Intellectual Property, Novartis may elect Technology licensed to Gilead under this Agreement; (ii) such agreement shall thereafter be included within the definition of Hookipa Third Party Agreements; (iii) Gilead shall be responsible for all Sublicense Payments; and (iv) Schedule 9.5(a) shall be deemed amended to add such Intellectual Property Rights schedule of obligations applicable to sublicensees and Gilead, in its capacity as a sublicensee, shall be obligated to comply with such obligations. In the Intellia Intellectual Property event that Gilead does not accept such Third Party agreement as a Hookipa Third Party Agreement (“Included Intellia New In-Licensed Intellectual Property”) including by failing to respond within such [***] If Novartis fails ]-day period): (x) Gilead and its Affiliates shall have no obligations with respect to such Third Party agreement; and (y) Hookipa shall have no obligation to grant any rights to Gilead under such Third Party agreement. (b) Notwithstanding Section 9.5(a), Hookipa shall remain solely responsible for the payment of royalties, milestones, and other payment obligations under the Hookipa Third Party Agreements set forth on Schedule 9.5(a), as in effect on the Effective Date. All such payments shall be made promptly by Hookipa in accordance with the terms of the applicable Hookipa Third Party Agreement. (c) In the event that Gilead reasonably determines that any Patent Rights, Know-How, or declines other intellectual, property rights owned or otherwise Controlled by a Third Party are necessary or useful in order to make the election specified in this section within [***] days of receiving the notice from IntelliaDevelop, such declined Intellectual Property Rights shall not be included as Intellia Intellectual Property [***] (“Excluded Intellia New In-Manufacture, or Commercialize a Licensed Intellectual Property”) Product, then [***]. FurtherFollowing such discussion, Excluded Intellia New In-Licensed Intellectual Property Gilead shall include any Intellectual Property licensed or acquired by Intellia from a Third Party after the Effective Date that is not Intellia New In-Licensed Intellectual Property. (b) If Novartis determines that licenses or other rights to Intellectual Property Rights of a Third Party are required to Practice the Intellia Intellectual Property (other than those already in-licensed by Intellia and available to Novartis pursuant to the terms of Section 7.6.2(a) above), Novartis will have the right to negotiate and acquire such rights through enter into a license agreement or otherwise acquire rights to such Patent Rights, Know-How, or other intellectual property (including by way of settlement of litigation) and will be responsible for to deduct from [***] due to Hookipa on such Licensed Product under this Agreement pursuant to Section 9.3, with respect to a given [***] of any and all amounts to be payments actually paid by Gilead to such Third Party; provided, however, that Party with respect to such Licensed Product. Gilead shall keep Hookipa reasonably informed with respect to Gilead’s negotiations for such license with such Third Party licensor and shall use good-faith efforts to [***]. 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 1933Notwithstanding the foregoing, AS AMENDED. (c) After including in the Effective Date, if Novartis in-event that Gilead enters into multiple licenses Intellectual Property Rights of a with multiple Third Party that cover the Intellia Platform or improvements thereto (“Novartis New In-licensors, in no event shall any royalty payments pursuant to Section 9.3 due to Hookipa on such Licensed Platform Intellectual Property”), then Novartis shall make such Novartis New In-Licensed Platform Intellectual Property available to be included Product in the license granted to Intellia under Section 5.3.6 by notifying Intellia of the Novartis New In-Licensed Platform Intellectual Property and related agreement, including any anticipated financial obligations that may arise if Intellia were to elect to take a sublicense to such Intellectual Property. Within [***] days of receiving notice of be reduced, taking into account also any Novartis New In-Licensed Platform Intellectual Propertyreductions pursuant to Section 9.4, Intellia may elect to add such Intellectual Property Rights to the Novartis Other Background Intellectual Property (“Included Novartis New In-Licensed Platform Intellectual Property”) [***]. If Intellia fails or declines to make the election specified in this section within by more than [***] days of receiving the notice from Novartisamount that would otherwise be due hereunder (the “Payment Floor”). Any such amounts payable for a license to Patent Rights, such declined Intellectual Property Rights shall not be included as Novartis Other Background Intellectual Property Know-How, or other intellectual property [***] (“Excluded Novartis New In-Licensed Platform Intellectual Property”) which are not fully recovered in a [***]] in accordance with this Section 9.5(c) as a result of the application of the Payment Floor or otherwise may be carried forward, and Gilead may deduct such carried-forward amount from subsequent [***] due to Hookipa with respect to the applicable Licensed Product until the full amount that Gilead was entitled to deduct is deducted. For clarity, no deductions from [***] due to Hookipa on any Licensed Products under this Agreement pursuant to Section 9.3 shall be made pursuant to this Section 9.5(c) with respect to any amounts payable by Gilead for licenses granted by a Third Party to Gilead for any Patent Rights, Know-How, or other intellectual property rights owned or otherwise Controlled by a Third Party that have been concluded on or prior to the Effective Date.