Common use of Third Party Obligations Clause in Contracts

Third Party Obligations. (a) Portola shall remain responsible for the payment of royalty, milestone and other payment obligations under: (i) the Astellas Agreement; (ii) the [*]; and (iii) any [*] and [*] that [*] or any [*], so long as [*], provided that, in the event Portola does not exercise its Opt-Out Option for a particular Product, then [*] under [*] with respect to the commercialization of such Product shall be shared by the Parties as part of the Cost of Sales. Except upon Biogen Idec’s reasonable approval, Portola shall not amend or otherwise modify the MTAs so as to adversely affect Biogen Idec’s rights and obligations hereunder. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (b) In the event that Biogen Idec reasonably determines that rights to intellectual property owned or Controlled by a Third Party are required in order to research, Develop, manufacture, use, import, sell or otherwise commercialize any Product, Biogen Idec shall have the right to negotiate and acquire such rights through a license or otherwise. In the event Portola exercises its Opt-Out Option for such Product, then, subject to Section 8.5(a), Biogen Idec shall have the right to deduct from the royalty payments due to Portola under this Agreement for such Product [*] of the royalties and such other amounts paid by Biogen Idec to such Third Party in respect of such acquired rights applicable to such Product; provided, however, that Biogen Idec shall not have the right to make such deduction to the extent Biogen Idec obtains such Third Party license for the right to make, use or sell an Active Ingredient, other than a Collaboration Compound, that is included in any Combination Product, and provided, further, that such reduction shall not reduce the royalty rates otherwise applicable to the Net Sales of such Product by more than [*] in any one Calendar Quarter, but any unused royalty reduction may be credited against royalties up to [*] in subsequent Calendar Quarters. In the event Portola does not exercise its Opt-Out Option for such Product, then all payments under such Third Party agreement attributed to development, manufacture and/or sale of such Product shall be treated as costs shared between the Parties as part of the Cost of Sales.

Third Party Obligations. (a) Portola Subject to Section 6.6(b) and Section 6.6(c), Licensor shall remain responsible for the payment of royalty, milestone and other payment obligations under: (i) obligations, if any, due to Third Parties under any Licensor Patent Rights or Licensor Know-How which have been licensed to Licensor as of the Astellas Effective Date, or are licensed to Licensor during the Term, and are sublicensed to Novartis under this Agreement; (ii) the [*]; and (iii) any [*] and [*] that [*] or any [*], so long as [*], provided that, in the event Portola does not exercise its Opt-Out Option for a particular Product, then [*] under [*] with respect to the commercialization of . All such Product payments shall be shared made promptly by Licensor in accordance with the Parties as part terms of the Cost of Sales. Except upon Biogen Idec’s reasonable approval, Portola shall not amend or otherwise modify the MTAs so as to adversely affect Biogen Idec’s rights and obligations hereunder. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedapplicable license agreement. (b) In the event that Biogen Idec reasonably determines that rights to intellectual property owned If Licensor Controls any Patent Right or Controlled by Know-How through a right or license from a Third Party are required obtained after the Effective Date, but excluding any such Patent Right or Know-How that relates solely to the Platform (“Third Party IP”) that would be included in order the definition of Licensor Technology, then Licensor shall promptly disclose the terms and conditions of such license and such Third Party IP to researchNovartis. Following the disclosure of such license terms and conditions, Developsuch Third Party IP shall be deemed part of the Licensor Technology only if Novartis provides Licensor with written notice that (i) Novartis consents to adding such Patent Rights and Know-How to the definition of Licensor Technology, as applicable, (ii) Novartis 264814036 v4 EXECUTION COPY CONFIDENTIAL INFORMATION agrees to be responsible for the payment obligations set forth in this Section 6.6(b) with respect to such Third Party IP agreement, and (iii) Novartis acknowledges that its sublicense under such Third Party IP agreement is subject to the terms and conditions of such agreement. With respect to any Third Party IP for which Novartis has elected to take a sublicense in accordance with the foregoing (i)–(iii), Novartis shall reimburse Licensor for [***] of all payments payable by Licensor to such Third Party to the extent that such payments directly result from the Research, Development, manufacture, use, import, sell sale, or otherwise commercialize other Commercialization the Licensed Compounds and Products by or on behalf Novartis, its Affiliates or sublicensees in the Field in the Territory. For any Productpayment that is owed to such Third Party that is partially due to the Research, Biogen Idec shall have Development, manufacture, use, import, sale, or other Commercialization the right Licensed Compounds and Products by or on behalf Novartis, its Affiliates or sublicensees in the Field in the Territory (e.g., license maintenance fees where the Third Party IP is also applicable to negotiate and acquire such rights through a license or otherwise. products other than Products), [***]. (c) In the event Portola exercises its Optthat, after the Effective Date, Novartis obtains rights to any Patent Right or Know-Out Option How owned or otherwise controlled by a Third Party that relates solely to Platform and that are necessary for such Productthe Development, thenmanufacture, subject to Section 8.5(a)or Commercialization of a Licensed Compound, Biogen Idec Novartis shall have the right to deduct from the royalty payments due to Portola Licensor under this Agreement for such Product Section 6.4 [***] of the royalties and such other amounts paid [***] by Biogen Idec Novartis to such Third Party. Licensor agrees to fully cooperate with Novartis to acquire such rights. (d) In the event that, after the Effective Date, Novartis obtains rights to any Patent Right or Know-How owned or otherwise controlled by a Third Party in respect that does not fall under Section 6.6(c) that are necessary for the Development, manufacture, or Commercialization of such acquired rights applicable to such Product; provideda Licensed Compound, however, that Biogen Idec Novartis shall not have the right to make such deduction deduct from the royalty payments due to Licensor under Section 6.4 [***] of the extent Biogen Idec obtains amounts paid [***] by Novartis to such Third Party license for the right Party. Licensor agrees to make, use or sell an Active Ingredient, other than a Collaboration Compound, that is included in any Combination Product, and provided, further, that fully cooperate with Novartis to acquire such reduction shall not reduce the royalty rates otherwise applicable to the Net Sales of such Product by more than [*] in any one Calendar Quarter, but any unused royalty reduction may be credited against royalties up to [*] in subsequent Calendar Quarters. In the event Portola does not exercise its Opt-Out Option for such Product, then all payments under such Third Party agreement attributed to development, manufacture and/or sale of such Product shall be treated as costs shared between the Parties as part of the Cost of Salesrights.

Third Party Obligations. (a) Portola During the Royalty Term, on a country-by-country basis, any milestones, royalties and/or other license payments actually paid to a Third Party under a written license agreement covering intellectual property which, following a reasonable evaluation in accordance with normal business practice, GSK determines is necessary to enable GSK to Develop, Manufacture, use, import or sell Product in accordance with the Agreement such that, absent such Third Party license the Development, Manufacture, or Commercialization of Product would infringe such Third Party intellectual property, then such payments shall remain responsible be creditable by GSK against royalties payable to Amicus by GSK under the Agreement; provided that the royalties due by GSK to Amicus in any Quarter shall not be so reduced by more than ****** of the royalties that would otherwise be payable by GSK to Amicus for such calendar quarter; provided further that GSK can credit the remainder of such amounts paid to such Third Party against future royalties payable to Amicus by GSK. If Xxxxxx disputes the need of GSK to obtain a Third Party license for the payment of royalty, milestone and other payment obligations under: (i) the Astellas Agreement; (ii) the [*]; and (iii) any [*] and [*] that [*] or any [*], so long as [*], provided that, in the event Portola does not exercise its Opt-Out Option for a particular Product, then [*] under [*] with respect Amicus may provide written notice of such dispute to the commercialization of Joint Patent Subcommittee, and such Product dispute shall be shared by the Parties as part of the Cost of Salesresolved in accordance with 4.2.1. Except upon Biogen Idec’s reasonable approval, Portola shall not amend or otherwise modify the MTAs so as to adversely affect Biogen Idec’s rights and obligations hereunder. [*] = Certain confidential information contained in this document, marked by brackets, ***** - Material has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.Commission. 23 (b) In the event that Biogen Idec reasonably determines that rights Amicus shall be solely responsible for payment of any and all royalties owed by Xxxxxx to intellectual property owned or Controlled by a Third Party pursuant to any Background License Agreements that are required in order to researcheffect as of the Effective Date of the Agreement, Develop, manufacture, use, import, sell or otherwise commercialize any Product, Biogen Idec shall have the right to negotiate and acquire such rights through a license or otherwise. In the event Portola exercises its Opt-Out Option for such Product, then, subject to Section 8.5(a), Biogen Idec shall have the right to deduct from the royalty payments due to Portola under this Agreement for such Product [*] complete description of the royalties and payable under such other amounts paid by Biogen Idec to such Third Party in respect of such acquired rights applicable to such ProductBackground License Agreements is set forth on the attached Schedule 3.5.2; provided, however, that Biogen Idec in no event shall not have the right reduction in the royalties to make such deduction be paid by GSK to Amicus pursuant to Section 3.5.1 or this Section 3.5.2 result in a payment of royalties by GSK to Amicus that is less than the extent Biogen Idec obtains royalty amount(s) due by Amicus to such Third Party license for the right to make, use or sell an Active Ingredient, other than a Collaboration Compound, that is included in any Combination Product, and Parties under such Background License Agreements; provided, further, that such reduction shall not reduce if upon expiration of the royalty rates otherwise applicable Royalty Term for a particular Product in a particular country, Amicus continues to the Net Sales owe to a Third Party royalties pursuant to a Background License Agreement based upon sales of such Product by more than [*] GSK, its Affiliates or Sublicensees in any one Calendar Quartersuch country, but any unused royalty reduction may be credited against GSK shall continue to pay such Third Party royalties up to [*] Amicus on sales of Products in subsequent Calendar Quarters. such country at the same rate as as Amicus pays to the Third Party as set forth on Schedule 3.5.2 for so long as such royalties are payable to such Third Party under the applicable Background License Agreement. (c) In the event Portola does not exercise its Opt-Out Option for such Product, then all payments that Amicus intends to modify any of the terms of a Background License Agreement pertaining to (x) the amount of royalties payable under such Third Party agreement attributed Background License Agreement with respect to developmentsales of Products in the Territory, manufacture and/or sale (y) the term for which such royalties are payable, or (z) the scope of any rights or obligations granted to GSK under this Agreement, Amicus shall provide notice of such Product intent to GSK within a reasonable period of time (but in no event longer than five (5) business days) prior to making any such modifications. If such modifications would increase the amount of any royalties payable with respect to sales of Products in the Territory or the term for which such royalties are payable or otherwise materially and adversely modify the scope of any rights or obligations granted to GSK under this Agreement, Amicus shall not proceed to so modify any such Background License Agreement without the prior consent and approval of GSK (such approval not to be treated as costs shared between the Parties as part of the Cost of Salesunreasonably withheld or delayed).

Third Party Obligations. (a) Portola During the Royalty Term, on a country-by-country basis, any milestones, royalties and/or other license payments actually paid to a Third Party under a written license agreement covering intellectual property which, following a reasonable evaluation in accordance with normal business practice, GSK determines is necessary to enable GSK to Develop, Manufacture, use, import or sell Product in accordance with the Agreement such that, absent such Third Party license the Development, Manufacture, or Commercialization of Product would infringe such Third Party intellectual property, then such payments shall remain responsible be creditable by GSK against royalties payable to Amicus by GSK under the Agreement; provided that the royalties due by GSK to Amicus in any Quarter shall not be so reduced by more than ****** of the royalties that would otherwise be payable by GSK to Amicus for such calendar quarter; provided further that GSK can credit the remainder of such amounts paid to such Third Party against future royalties payable to Amicus by GSK. If Amicus disputes the need of GSK to obtain a Third Party license for the payment of royalty, milestone and other payment obligations under: (i) the Astellas Agreement; (ii) the [*]; and (iii) any [*] and [*] that [*] or any [*], so long as [*], provided that, in the event Portola does not exercise its Opt-Out Option for a particular Product, then [*] under [*] with respect Amicus may provide written notice of such dispute to the commercialization of Joint Patent Subcommittee, and such Product dispute shall be shared by the Parties as part of the Cost of Salesresolved in accordance with 4.2.1. Except upon Biogen Idec’s reasonable approval, Portola shall not amend or otherwise modify the MTAs so as to adversely affect Biogen Idec’s rights and obligations hereunder. [*] = Certain confidential information contained in this document, marked by brackets, ***** - Material has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedCommission. (b) In the event that Biogen Idec reasonably determines that rights Amicus shall be solely responsible for payment of any and all royalties owed by Amicus to intellectual property owned or Controlled by a Third Party pursuant to any Background License Agreements that are required in order to researcheffect as of the Effective Date of the Agreement, Develop, manufacture, use, import, sell or otherwise commercialize any Product, Biogen Idec shall have the right to negotiate and acquire such rights through a license or otherwise. In the event Portola exercises its Opt-Out Option for such Product, then, subject to Section 8.5(a), Biogen Idec shall have the right to deduct from the royalty payments due to Portola under this Agreement for such Product [*] complete description of the royalties and payable under such other amounts paid by Biogen Idec to such Third Party in respect of such acquired rights applicable to such ProductBackground License Agreements is set forth on the attached Schedule 3.5.2; provided, however, that Biogen Idec in no event shall not have the right reduction in the royalties to make such deduction be paid by GSK to Amicus pursuant to Section 3.5.1 or this Section 3.5.2 result in a payment of royalties by GSK to Amicus that is less than the extent Biogen Idec obtains royalty amount(s) due by Amicus to such Third Party license for the right to make, use or sell an Active Ingredient, other than a Collaboration Compound, that is included in any Combination Product, and Parties under such Background License Agreements; provided, further, that such reduction shall not reduce if upon expiration of the royalty rates otherwise applicable Royalty Term for a particular Product in a particular country, Amicus continues to the Net Sales owe to a Third Party royalties pursuant to a Background License Agreement based upon sales of such Product by more than [*] GSK, its Affiliates or Sublicensees in any one Calendar Quartersuch country, but any unused royalty reduction may be credited against GSK shall continue to pay such Third Party royalties up to [*] Amicus on sales of Products in subsequent Calendar Quarters. such country at the same rate as as Amicus pays to the Third Party as set forth on Schedule 3.5.2 for so long as such royalties are payable to such Third Party under the applicable Background License Agreement. (c) In the event Portola does not exercise its Opt-Out Option for such Product, then all payments that Amicus intends to modify any of the terms of a Background License Agreement pertaining to (x) the amount of royalties payable under such Third Party agreement attributed Background License Agreement with respect to developmentsales of Products in the Territory, manufacture and/or sale (y) the term for which such royalties are payable, or (z) the scope of any rights or obligations granted to GSK under this Agreement, Amicus shall provide notice of such Product intent to GSK within a reasonable period of time (but in no event longer than five (5) business days) prior to making any such modifications. If such modifications would increase the amount of any royalties payable with respect to sales of Products in the Territory or the term for which such royalties are payable or otherwise materially and adversely modify the scope of any rights or obligations granted to GSK under this Agreement, Amicus shall not proceed to so modify any such Background License Agreement without the prior consent and approval of GSK (such approval not to be treated as costs shared between the Parties as part of the Cost of Salesunreasonably withheld or delayed).

Third Party Obligations. (a) Portola Notwithstanding the provisions of this Section 11.7, Enanta shall remain responsible for the payment of royalty, milestone and other payment obligations under: (i) the Astellas obligations, if any, due to Third Parties under any Enanta Patents or Enanta Know-How which have been licensed to Enanta and are sub-licensed to Novartis under this Agreement; (ii) the [*]; and (iii) any [*] and [*] that [*] or any [*], so long as [*], provided that, in the event Portola does not exercise its Opt-Out Option for a particular Product, then [*] under [*] with respect to the commercialization of . All such Product payments shall be shared made promptly by the Parties as part of the Cost of Sales. Except upon Biogen Idec’s reasonable approval, Portola shall not amend or otherwise modify the MTAs so as to adversely affect Biogen Idec’s rights and obligations hereunder. [*] = Certain confidential information contained Enanta in this document, marked by brackets, has been omitted and filed separately accordance with the Securities and Exchange Commission pursuant to Rule 406 terms of the Securities Act of 1933, as amendedits license agreement. (b) In the event that Biogen Idec Novartis reasonably determines that rights to intellectual property owned or Controlled by a Third Party claiming the structure of any Licensed Compound are required in order to researchavoid infringement of such Third Party’s rights, Develop, manufacture, use, import, sell or otherwise commercialize any Product, Biogen Idec Novartis shall have the right to negotiate and acquire such rights through a license or otherwise. In the event Portola exercises its Opt-Out Option for such Product, then, subject to Section 8.5(a), Biogen Idec Novartis shall have the right be entitled to deduct from the royalty payments due to Portola Enanta under this Agreement for such Sections 11.2 and 11.3 with respect to the relevant Licensed Compound or Product [*****] of the royalties and such other amounts paid (whether in the form of [*****]) by Biogen Idec Novartis to such Third Party in respect of such acquired rights applicable to such ProductParty; provided, however, that Biogen Idec in no event shall not have the right amounts due to make such deduction Enanta from Novartis with respect to the extent Biogen Idec obtains such Third Party license for the right to make, use or sell an Active Ingredient, other than a Collaboration Compound, that is included in any Combination Product, and provided, further, that such reduction shall not reduce the royalty rates otherwise applicable to the Net Sales of such relevant Product be reduced through this subsection 11.7(b) by more than [*****] of the amounts otherwise due for such Product in any one Calendar Quarter, but any unused royalty reduction . Any 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 be credited against royalties up deduct such amount from subsequent payments due to [*] in subsequent Calendar QuartersEnanta 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. 27 (c) In the event Portola does that Novartis reasonably determines that it would be useful to acquire rights to intellectual property owned or Controlled by a Third Party, which intellectual property rights do not exercise its Opt-Out Option pertain (i) to the structure of any Licensed Compound or (ii) to the structure of any other active ingredient in a Product or the formulation of only such other active ingredient, in order to Develop, manufacture, Commercialize or sell a Product, Novartis 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 Section 11.3 with respect to the relevant Licensed Compound or Product [*****] of the amounts paid (whether in the form of [*****]) by Novartis to such Third Party; provided, however, that in no event shall the [*****] due to Enanta from Novartis with respect to the relevant Product be reduced through this subsection 11.7(c) by more than [*****] 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, then all payments under any such Third Party agreement attributed to development, manufacture and/or sale of such Product deductions shall be treated as costs shared reasonably apportioned between or among the Parties as part applicable components of the Cost of SalesCombination Product. Any 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 [*****] due to Enanta with respect to the relevant Product until the full amount that Novartis was entitled to deduct is deducted.

Third Party Obligations. (a) Portola In the event that Novartis determines that it is necessary to obtain a license from a Third Party to Patent Rights or Know-How in order to enable it to Develop, register, manufacture, use, sell or import Product, then ******** of all of the royalties or other payments paid to such Third Party(ies) shall be creditable in whole or in part by Novartis in its discretion against (i) royalty payments due to Licensor by Novartis with respect to the Net Sales of such Product and/or (ii) any subsequent Milestone Payments that become due hereunder; provided, that if the Third Party Patent Rights or Know-How (x) were obtained by the Third Party pursuant to, or are asserted by the Third Party based, directly or indirectly, on contractual relationships with Licensor, its Affiliates or their respective predecessors or (y) are asserted by any party (or its successors or assigns) to an Existing Third Party License Agreement, then one hundred percent (100%) of such royalties and other payments will be so creditable. Notwithstanding the above, Novartis shall not be entitled to so deduct such royalties or other payments unless it shall have given Licensor written notice at least three (3) months prior to such deduction of its intention to do so together with a description of why it believes it was necessary to obtain such license from a Third Party. (b) Licensor shall remain responsible for the payment of royalty, milestone royalties and other payment obligations under: (i) the Astellas Agreement; (ii) the [*]; and (iii) obligations, if any, due to Third Parties under any [*] and [*] that [*] or any [*], so long as [*], provided that, in the event Portola does not exercise its Opt-Out Option for a particular Product, then [*] under [*] with respect to the commercialization of such Product shall be shared by the Parties as part of the Cost of Sales. Except upon Biogen Idec’s reasonable approval, Portola shall not amend or otherwise modify the MTAs so as to adversely affect Biogen Idec’s rights and obligations hereunder. [*] = Certain confidential information contained in this document, marked by brackets, Licensor Technology which has been omitted licensed to Licensor and filed separately with is sublicensed to Novartis hereunder, including without limitation any payments due under the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedExisting Third Party License Agreements. (bc) In To the event that Biogen Idec reasonably determines that rights extent required under any license agreement pursuant to intellectual property owned or Controlled by which a Third Party are required in order licenses intellectual property to research, Develop, manufacture, use, import, sell or otherwise commercialize any Product, Biogen Idec shall have the right to negotiate and acquire such rights through a license or otherwise. In the event Portola exercises its Opt-Out Option for such Product, then, subject to Section 8.5(a), Biogen Idec shall have the right to deduct from the royalty payments due to Portola under this Agreement for such Product [*] of the royalties and such other amounts paid by Biogen Idec to such Third Party in respect of the Product, either Party may disclose to the Third Party information regarding the Development status and Net Sales of the Products which are the subject of such acquired rights applicable to such Productlicense agreement; provided, however, that Biogen Idec shall not have the right to make such deduction disclosure is limited to the extent Biogen Idec obtains such Third Party amount required under the license for the right agreement and is subject to make, use or sell an Active Ingredient, other than a Collaboration Compound, that is included in any Combination Product, and provided, further, that such reduction shall not reduce the royalty rates otherwise applicable confidentiality undertakings with respect to the Net Sales information at least as restrictive as the terms of such Product by more than [*] in any one Calendar Quarter, but any unused royalty reduction may be credited against royalties up to [*] in subsequent Calendar Quarters. In the event Portola does not exercise its Opt-Out Option for such Product, then all payments under such Third Party agreement attributed to development, manufacture and/or sale of such Product shall be treated as costs shared between the Parties as part of the Cost of Salesthis Agreement.

Third Party Obligations. (a) Portola shall remain responsible for the payment of royalty, milestone and other payment obligations under: (i) the Astellas Agreement[*]; (ii) the [*]; and (iii) any [*] and [*] that [*] or any [*], so long as [*], provided that, in the event Portola does not exercise its Opt-Out Option for a particular Product, then [*] under [*] with respect to the commercialization of such Product shall be shared by the Parties as part of the Cost of Sales. Except upon Biogen Idec’s reasonable approval, Portola shall not amend or otherwise modify the MTAs so as to adversely affect Biogen Idec’s rights and obligations hereunder. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (b) In the event that Biogen Idec reasonably determines that rights to intellectual property owned or Controlled by a Third Party are required in order to research, Develop, manufacture, use, import, sell or otherwise commercialize any Product, Biogen Idec shall have the right to negotiate and acquire such rights through a license or otherwise. In the event Portola exercises its Opt-Out Option for such Product, then, subject to Section 8.5(a), Biogen Idec shall have the right to deduct from the royalty payments due to Portola under this Agreement for such Product [*] of the royalties and such other amounts paid by Biogen Idec to such Third Party in respect of such acquired rights applicable to such Product; provided, however, that Biogen Idec shall not have the right to make such deduction to the extent Biogen Idec obtains such Third Party license for the right to make, use or sell an Active Ingredient, other than a Collaboration Compound, that is included in any Combination Product, and provided, further, that such reduction shall not reduce the royalty rates otherwise applicable to the Net Sales of such Product by more than [*] in any one Calendar Quarter, but any unused royalty reduction may be credited against royalties up to [*] in subsequent Calendar Quarters. In the event Portola does not exercise its Opt-Out Option for such Product, then all payments under such Third Party agreement attributed to development, manufacture and/or sale of such Product shall be treated as costs shared between the Parties as part of the Cost of Sales.

Third Party Obligations. (a) Portola Notwithstanding the provisions of this Section 8.7, Array shall remain responsible for the payment of royalty, milestone and other payment obligations under: (i) the Astellas Agreement; (ii) the [*]; and (iii) obligations, if any, due to Third Parties under any [*] and [*] that [*] Array Patents or any [*], so long as [*], provided that, in the event Portola does not exercise its OptArray Know-Out Option for a particular Product, then [*] under [*] with respect How which have been licensed to Array prior to the commercialization of Effective Date and are sublicensed to Novartis under this Agreement. All such Product payments shall be shared made promptly by Array in accordance with the Parties as part terms of the Cost of Sales. Except upon Biogen Idec’s reasonable approval, Portola shall not amend or otherwise modify the MTAs so as to adversely affect Biogen Idec’s rights and obligations hereunder. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedapplicable license agreement(s). (b) If, after the Effective Date, Array acquires from a Third Party Patent Rights or Know-How that would fall within the definition of Array Patent Rights and/or Array Know-How (“Third Party IP”), Array shall provide Novartis with reasonable notice of such acquisition and the terms thereof. Novartis shall then have the option to either include or exclude such Third Party IP as Array Patent Rights and/or Array Know-How. To the extent that Novartis notifies Array that such Third Party IP shall be included in Array Patent Rights and/or Array Know-How, then the following shall apply: (i) The licenses granted under Section 2.1 above with respect to such Third Party IP shall be subject to Novartis reimbursing Array for any payments owing to such Third Party by reason of Novartis’ exercise of rights granted in this Agreement with respect to the Third Party IP together with a reasonable share of all other non-royalty payment obligations owing to such Third Party, (ii) To the extent such Third Party IP constitutes Dominating Patent Rights (as defined in Section 8.7(c) below), the reimbursement for royalty payments made by Novartis to Array with respect to such Third Party IP shall be treated as Third Party royalty payments under Section 8.7(c) below. (c) In the event that Biogen Idec Novartis reasonably determines that rights to intellectual property owned or Controlled by a Third Party are required in order to researchPatent Rights covering (i) the composition of matter, Develop, therapeutic use and/or manufacture of an Array Compound would necessarily be infringed by the manufacture, use, import, sell use or otherwise commercialize any Product, Biogen Idec shall have the right to negotiate and acquire such rights through sale of a Product in a particular country without a license of such Third Party Patent Rights (such Third Party Patent Rights, “Dominating Patent Rights”) or otherwise. In (ii) the event Portola exercises its Opt-Out Option for manufacture specifically of an Array Compound (i.e., not applicable to molecules other than an Array Compound) which do not constitute a Dominating Patent Right but would materially reduce the cost of goods sold thereof (such Product, then, subject to Section 8.5(aThird Party Patent Rights “Manufacturing Patent Rights”), Biogen Idec and Novartis acquires a license to such Dominating Patent Rights or Manufacturing Patent Rights, Novartis shall have the right be entitled to deduct from the royalty payments royalties due to Portola under this Agreement for such Product Array [***] of the royalties and such other amounts paid by Biogen Idec Novartis to such Third Party in under such license with respect to sales of such acquired rights applicable to Product in such Productcountry; provided, however, that Biogen Idec in no event shall not have the right royalties payable to make such deduction to the extent Biogen Idec obtains such Third Party license for the right to make, use or sell an Active Ingredient, other than a Collaboration Compound, that is included Array in any Combination Product, and provided, further, that such reduction shall not reduce the royalty rates otherwise applicable to the Net Sales of such Product by more than [*] in any one given Calendar Quarter, but any unused royalty reduction may Quarter be credited against royalties up so reduced to [***] of the applicable royalty rate under Section 8.3 for sales in subsequent Calendar Quartersa given country (taking into account any applicable reduction to the US royalty rate called for in Section 8.4). In Any amount that Novartis is entitled to deduct that is reduced by the event Portola does not exercise its Opt-Out Option for such Product, then all payments under such Third Party agreement attributed to development, manufacture and/or sale of such Product limitation on the deduction in the foregoing proviso shall be treated as costs shared between carried forward and Novartis may deduct such amount from subsequent amounts due to Array until the Parties as part of the Cost of Salesfull amount that Novartis was entitled to deduct is deducted. Array agrees to fully cooperate with Novartis to acquire such rights. For such purposes, a patent shall be deemed to be “necessarily infringed” if there is no practical alternative to Commercializing a Product without infringing such patent.

Third Party Obligations. (a) Portola Novartis agrees to comply with all of Conatus’ obligations set forth in Section 2.5.3 of Stock Purchase agreement by and between Pfizer Inc. and Conatus, dated July 29, 2010 (the “Pfizer Agreement”) solely pertaining to any Product or *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Combination Product covered by a Conatus Patent which was acquired by Conatus under the Pfizer Agreement (i.e. IDN-6556), except that Conatus shall be solely responsible for the payment of Milestone and other consideration under the Pfizer Agreement. To the extent any terms, conditions and obligations contained in this Pfizer Agreement conflict with the terms in this Agreement, those in this Agreement shall prevail and control. (b) For avoidance of doubt, Conatus shall not be released from its obligations under the Pfizer Agreement and notwithstanding the provisions of this Section 8.7, Conatus shall remain primarily responsible for the payment of royalty, milestone and other payment obligations under: obligations, if any, due to Third Parties under any Conatus Patents or Conatus Know-How which have been licensed to Conatus and are sublicensed to Novartis under this Agreement. All such payments shall be made promptly by Conatus in accordance with the terms of the applicable license agreement(s), including but not limited to the Pfizer Agreement and the Sublicense Agreement between Conatus and Idun Pharmaceuticals, Inc., dated March 1, 2013 and side letter between Conatus and Xxxxxx Xxxxxxxxx University, dated May 4, 2016 (icollectively, the “TJU Sublicense”) guaranteeing rights under such Sublicense Agreement. For avoidance of doubt, no rights under the Astellas TJU Sublicense, including any Licensed Technology (as such term is defined in the TJU Sublicense), are granted by Conatus to Novartis under this Agreement; . If for any reason Conatus fails to timely pay any amounts due and payable under the Pfizer Agreement which have not been disputed in good faith and in accordance with the Agreement, Novartis shall have the right to step in and to pay such amounts directly to Pfizer and may deduct the same from any amounts it otherwise owes Conatus hereunder. (iic) In the event that Novartis reasonably determines that it must acquire rights to intellectual property owned or controlled by a Third Party which would be infringed by a Conatus Compound or the Product as manufactured and formulated previously by Conatus as of the Execution Date for Clinical Supplies for the indication being marketed in a country (in addition to the Conatus Technology and outside the intellectual property falling under the scope of Section 2.4), Novartis shall have the right to negotiate to and acquire such rights through a license or otherwise and to deduct from the royalty payments due to Conatus [*]; and **] percent (iii) any [*] and **]%) of the royalties paid by Novartis to such Third Party; provided, however, that in no event shall the royalty rate due to Conatus from Novartis be reduced by more than [***] that percent ([*] or any [**], so long as [*], provided that, %) in any Calendar Quarter under Section 8.6 and this Section 8.7(c). Any amount that Novartis is entitled to deduct that is reduced by the event Portola does not exercise its Opt-Out Option for a particular Product, then [*] under [*] with respect to limitation on the commercialization of such Product deduction shall be shared by carried forward and Novartis may deduct such amount from subsequent amounts due to Conatus until the Parties as part of the Cost of Sales. Except upon Biogen Idec’s reasonable approval, Portola shall not amend or otherwise modify the MTAs so as to adversely affect Biogen Idec’s rights and obligations hereunder. [full amount that Novartis was entitled *] = ** Certain confidential information contained in on this document, marked by brackets, page has been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 406 of the Securities Act of 1933, as amended. (b) In the event that Biogen Idec omitted portions. to deduct is deducted. Conatus agrees to reasonably determines that rights cooperate with Novartis to intellectual property owned or Controlled by a Third Party are required in order to research, Develop, manufacture, use, import, sell or otherwise commercialize any Product, Biogen Idec shall have the right to negotiate and acquire such rights through a license or otherwise. In the event Portola exercises its Opt-Out Option for such Product, then, subject to Section 8.5(a), Biogen Idec shall have the right to deduct from the royalty payments due to Portola under this Agreement for such Product [*] of the royalties and such other amounts paid by Biogen Idec to such Third Party in respect of such acquired rights applicable to such Product; provided, however, that Biogen Idec shall not have the right to make such deduction to the extent Biogen Idec obtains such Third Party license for the right to make, use or sell an Active Ingredient, other than a Collaboration Compound, that is included in any Combination Product, and provided, further, that such reduction shall not reduce the royalty rates otherwise applicable to the Net Sales of such Product by more than [*] in any one Calendar Quarter, but any unused royalty reduction may be credited against royalties up to [*] in subsequent Calendar Quarters. In the event Portola does not exercise its Opt-Out Option for such Product, then all payments under such Third Party agreement attributed to development, manufacture and/or sale of such Product shall be treated as costs shared between the Parties as part of the Cost of Salesrights.