Common use of Third Party Patents Clause in Contracts

Third Party Patents. If, after June 17, 2014, it was or is Necessary or Useful for Allogene (or Pfizer, to the extent identified by Pfizer prior to the Assignment) to license one or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use any Allogene Licensed Product, whether directly or through any Allogene Affiliate or Sublicensee, then Allogene may, in its sole discretion, negotiate and obtain a license under such Patent Right(s) (each such Third Party license, or any such Third Party license entered into as of the Effective Date by Allogene or by Pfizer and assigned to Allogene, referred to herein as an “Additional Third Party License”). Any royalty otherwise payable to Cellectis under this Agreement with respect to Net Sales of any Allogene Licensed Product by Allogene, its Affiliates or Sublicensees will be reduced by [***] of the amounts payable to Third Parties pursuant to any Additional Third Party Licenses, such reduction to continue until all such amounts have been expended, provided that in no event will the total royalty payable to Cellectis for any Allogene Licensed Product be less than [***] of the royalty amounts otherwise payable for such Allogene Licensed Product and in no event will the royalty payable to Cellectis for any Allogene Licensed Product be reduced below [***] (in each case, other than in the case of Cellectis’ breach of any representation, warranty or covenant hereunder). For purposes of this Section 5.2.2(b), (i) “Necessary” means that, without a license to use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use of any Allogene Licensed Product in the form such Allogene Licensed Product exists at the time that the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Product. For the avoidance of doubt, the Parties agree and acknowledge that this Section 5.2.2(b) will not apply with respect to royalties payable by Allogene to any Third Party under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement in the Field.

Third Party Patents. (a) If, after June 17, 2014, it was or is Necessary or Useful for Allogene : (or Pfizer, i) a Valid Claim of a Third Party should be in force in any country during the Term of this Agreement covering the practice of the Sunesis Licensed Technology as licensed to DOT-1 under Section 5.1 with respect to the extent identified by Pfizer prior to the Assignment) to license one manufacture, use or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use sale of any Allogene Licensed Product, whether directly (ii) it should prove in DOT-1’s reasonable judgment, after consultation with Sunesis, impractical or through any Allogene Affiliate or Sublicensee, then Allogene may, in its sole discretion, negotiate and obtain impossible for DOT-1 to commercialize such Licensed Product without obtaining a royalty bearing license under such Patent Right(s) (each from such Third Party licenseunder such Valid Claim in said country (with such agreement not to be unreasonably withheld or delayed), or any and (iii) the royalty paid to such Third Party license entered into as is directed to the practice of the Effective Date by Allogene or by Pfizer and assigned rights granted to Allogene, referred to herein as an “Additional Third Party License”). Any royalty otherwise payable to Cellectis DOT-1 under this Agreement Section 5.1 with respect to Net Sales such Licensed Product, then DOT-1 shall be entitled to a credit against the royalty payments due under the other provisions of any Allogene this Section 6.3 with respect to the same Licensed Product by Allogene, its Affiliates or Sublicensees will be reduced by in such country of an amount equal to [***] of the amounts payable to Third Parties pursuant to any Additional Third Party Licenses, such reduction to continue until all such amounts have been expended, provided that in no event will the total royalty payable to Cellectis for any Allogene Licensed Product be less than [***] of the royalty amounts otherwise payable paid to such Third Party for such Allogene Licensed Product and in no event will such country, arising from the practice of such Sunesis Licensed Technology with respect to the manufacture, use or sale of the Licensed Product in said country, with such credit not to exceed [*] of the royalty payable to Cellectis otherwise due under this Agreement for any Allogene such Licensed Product be reduced below [***] in such country. (in each case, other than in the case of Cellectis’ breach of any representation, warranty or covenant hereunder). For purposes of this Section 5.2.2(b), b) If: (i) “Necessary” means thata Valid Claim of a Third Party should be in force in any country during the Term of this Agreement covering the practice of the DOT-1 Collaboration Technology, without a license Joint Collaboration Technology, Development Technology or Other DOT-1 Technology licensed to Sunesis under Section 5.1.3, in each case with respect to the manufacture, use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use sale of any Allogene Reverted Licensed Product, (ii) it should prove in Sunesis’s reasonable judgment, after consultation with Millennium, impractical or impossible for Sunesis to commercialize such Reverted Licensed Product without obtaining a royalty bearing license from such Third Party under such Valid Claim in said country (with such agreement not to be unreasonably withheld or delayed), and (iii) the royalty paid to such Third Party is directed to the practice of rights granted to Sunesis under Section 5.1.3 with respect to such Reverted Licensed Product, then Sunesis shall be entitled to a credit against the royalty payments due under Section 6.4 with respect to the same Reverted Licensed Product in such country of an amount equal to [*] of the form royalty paid to such Allogene Third Party for such Reverted Licensed Product exists at in such country, arising from the time that practice of the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Product. For the avoidance of doubt, the Parties agree and acknowledge that this Section 5.2.2(b) will not apply intellectual property described above with respect to royalties payable by Allogene the manufacture, use or sale of the Reverted Licensed Product in said country, with such credit not to any Third Party exceed [*] of the royalty otherwise due under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement for such Reverted Licensed Product in the Fieldsuch country.

Third Party Patents. (a) If: (i) a Valid Claim of a Third Party should be in force in any country during the Term of this Agreement covering the practice of the Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology as licensed to Biogen Idec under Section 6.2.1 or Section 6.3.1 with respect to the manufacture, use or sale of any Collaboration Compound, (ii) it should prove in Biogen Idec’s reasonable judgment, after June 17consultation with Sunesis, 2014, it was impractical or is Necessary or Useful impossible for Allogene (or Pfizer, Biogen Idec to the extent identified by Pfizer prior to the Assignment) to commercialize such Collaboration Compound without obtaining a royalty bearing license one or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use any Allogene Licensed Product, whether directly or through any Allogene Affiliate or Sublicensee, then Allogene may, in its sole discretion, negotiate and obtain a license under such Patent Right(s) (each such Third Party licenseunder such Valid Claim in said country (with such agreement not to be unreasonably withheld or delayed), or any and (iii) the royalty paid to such Third Party license entered into as is directed to the practice of rights granted to Biogen Idec under Section 6.2.1 or Section 6.3.1 with respect to such Collaboration Compound, then Biogen Idec shall be entitled to a credit against the royalty payments due under Section 7.5 with respect to the same Collaboration Compound in such country of an amount equal to [*] percent ([*]%) of the Effective Date by Allogene or by Pfizer and assigned royalty paid to Allogene, referred to herein as an “Additional such Third Party License”). Any for such Collaboration Compound in such country, arising from the practice of such Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology with respect to the manufacture, use or sale of the Collaboration Compound in said country, with such credit not to exceed [*] percent ([*]%) of the royalty otherwise payable to Cellectis due under this Agreement for such Collaboration Compound in such country. (b) If: (i) a Valid Claim of a Third Party should be in force in any country during the Term of this Agreement covering the practice of (A) the Joint Collaboration Technology as licensed to Sunesis under Section 6.3.2, or (B) the Biogen Idec Collaboration Technology, Joint Collaboration Technology or other intellectual property rights in existence and owned or controlled by Biogen Idec licensed to Sunesis under Section 6.2.4, in each case with respect to Net Sales the manufacture, use or sale of any Allogene Licensed Product by AllogeneCollaboration Compound, its Affiliates (ii) it should prove in Sunesis’ reasonable judgment, after consultation with Biogen Idec, impractical or Sublicensees will impossible for Sunesis to commercialize such Collaboration Compound without obtaining a royalty bearing license from such Third Party under such Valid Claim in said country (with such agreement not to be reduced by unreasonably withheld or delayed), and (iii) the royalty paid to such Third Party is directed to the practice of rights granted to Sunesis under Section 6.2.4 or Section 6.3.2 with respect to such Collaboration Compound, then Sunesis shall be entitled to a credit against the royalty payments due under Section 7.5 or 7.6 with respect to the same Collaboration Compound in such country of an amount equal to [***] of the amounts payable to Third Parties pursuant to any Additional Third Party Licenses, such reduction to continue until all such amounts have been expended, provided that in no event will the total royalty payable to Cellectis for any Allogene Licensed Product be less than percent ([***] ]%) of the royalty amounts otherwise payable paid to such Third Party for such Allogene Licensed Product and Collaboration Compound in no event will such country, arising from the royalty payable to Cellectis for any Allogene Licensed Product be reduced below [***] practice of the intellectual property described in (in each case, other than in the case of Cellectis’ breach of any representation, warranty A) or covenant hereunder). For purposes of this Section 5.2.2(b), (iB) “Necessary” means that, without a license to use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use of any Allogene Licensed Product in the form such Allogene Licensed Product exists at the time that the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Product. For the avoidance of doubt, the Parties agree and acknowledge that this Section 5.2.2(b) will not apply above with respect to royalties payable by Allogene the manufacture, use or sale of the Collaboration Compound in said country, with such credit not to any Third Party exceed [*] percent ([*]%) of the royalty otherwise due under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement for such Collaboration Compound in the Fieldsuch country.

Third Party Patents. If, after June 17, 2014the Effective Date, it was or is Necessary or Useful for Allogene (or Pfizer, to the extent identified by Pfizer prior to the Assignment) to license one or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use any Allogene Licensed Product, whether directly or through any Allogene Pfizer Affiliate or Sublicensee, then Allogene Pfizer may, in its sole discretion, negotiate and obtain a license under such Patent Right(s) (each such Third Party license, or any such Third Party license entered into as of the Effective Date by Allogene or by Pfizer and assigned to Allogene, referred to herein as an “Additional Third Party License”). Any royalty otherwise payable to Cellectis CytomX under this Agreement with respect to Net Sales of any Allogene Licensed Product by AllogenePfizer, its Affiliates or Sublicensees will shall be reduced by [***] fifty percent (50%) of the amounts royalties payable to Third Parties pursuant to any Additional Third Party LicensesLicenses with respect to such Licensed Product, such reduction to continue until all such amounts royalties have been expended, provided that in no event will (other than in the case of CytomX’s breach of any representation, warranty or covenant hereunder) shall the total royalty payable to Cellectis CytomX for any Allogene such Licensed Product be less than [***] fifty percent (50%) of the royalty amounts otherwise payable for such Allogene Licensed Product and in no event will the royalty payable to Cellectis CytomX for any Allogene such Licensed Product be reduced below [***] three percent (in each case, other than in the case of Cellectis’ breach of any representation, warranty or covenant hereunder3%). For purposes of this Section 5.2.2(b5.5.2(b), (i) “Necessary” means that, without a license to use the Third Party’s Patent RightRight in question, the Development, Manufacture, Commercialization or use of any Allogene Licensed Product in the form such Allogene Licensed Product exists at the time that the Additional Third Party License is executed would, in AllogenePfizer’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene Pfizer has determined in its discretion that use of such Third Party’s Patent Right would reasonably enhance the commercial sales potential of such Allogene Licensed Product, provided that Third Party Patent Rights covering the Manufacture or formulation of such Licensed Product shall only be considered Useful to the extent they cover the form of such Licensed Product as it exists at the time that the Additional Third Party License is executed. For the avoidance of doubt, the Parties agree and acknowledge that this Section 5.2.2(b5.5.2(b) will shall not apply with respect to royalties payable by Allogene Pfizer to any Third Party under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement in the FieldEffective Date.

Third Party Patents. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (a) If, after June 17, 2014, it was : (i) a [ * ] of a Third Party should be in force in any country during the Term of this Agreement covering the practice of the Sunesis Licensed Technology or is Necessary or Useful for Allogene (or Pfizer, Sunesis Core Technology as licensed to Millennium under Section 5.1 with respect to the extent identified by Pfizer prior to the Assignment) to license one manufacture, use or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use sale of any Allogene Licensed Product, whether directly or through any Allogene Affiliate or Sublicensee(ii) it should prove in Millennium’s reasonable judgment, then Allogene mayafter consultation with Sunesis, in its sole discretion, negotiate and obtain [ * ] for Millennium to commercialize such Licensed Product without obtaining a royalty bearing license under such Patent Right(s) (each from such Third Party license[ * ] (with such agreement not to be unreasonably withheld or delayed), or any and (iii) the royalty paid to such Third Party license entered into as is directed to the practice of the Effective Date by Allogene or by Pfizer and assigned rights granted to Allogene, referred to herein as an “Additional Third Party License”). Any royalty otherwise payable to Cellectis Millennium under this Agreement Section 5.1 with respect to Net Sales such Licensed Product, then Millennium shall be entitled to a credit against the royalty payments due under the other provisions of any Allogene this Section 6.3 with respect to the same Licensed Product by Allogene, its Affiliates or Sublicensees will be reduced by [***] in such country of the amounts payable an amount equal to Third Parties pursuant to any Additional Third Party Licenses, such reduction to continue until all such amounts have been expended, provided that in no event will the total royalty payable to Cellectis for any Allogene Licensed Product be less than [***[ * ] of the royalty amounts otherwise payable paid to such Third Party for such Allogene Licensed Product and in no event will such country, arising from the practice of such Sunesis Licensed Technology or Sunesis Core Technology with respect to the manufacture, use or sale of the Licensed Product in said country, with such credit not to exceed [ * ] of the royalty payable to Cellectis otherwise due under this Agreement for any Allogene such Licensed Product be reduced below [***] in such country. (in each case, other than in the case of Cellectis’ breach of any representation, warranty or covenant hereunder). For purposes of this Section 5.2.2(b), b) If: (i) “Necessary” means thata [ * ] of a Third Party should be in force in any country during the Term of this Agreement covering the practice of the Biogen Idec Collaboration Technology, without a license Joint Sunesis-Biogen Collaboration Technology, Development Technology or Other Millennium Technology licensed to Sunesis under Section 5.1.3, in each case with respect to the manufacture, use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use sale of any Allogene Reverted Licensed Product, (ii) it should prove in Sunesis’s reasonable judgment, after consultation with Millennium, [ * ] for Sunesis to commercialize such Reverted Licensed Product without obtaining a royalty bearing license from such Third Party [ * ] (with such agreement not to be unreasonably withheld or delayed), and (iii) the royalty paid to such Third Party is directed to the practice of rights granted to Sunesis under Section 5.1.3 with respect to such Reverted Licensed Product, then Sunesis shall be entitled to a credit against the royalty payments due under Section 6.4 with respect to the same Reverted Licensed Product in such country of an amount equal to [ * ] of the form royalty paid to such Allogene Third Party for such Reverted Licensed Product exists at in such country, arising from the time that practice of the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Product. For the avoidance of doubt, the Parties agree and acknowledge that this Section 5.2.2(b) will not apply intellectual property described above with respect to royalties payable by Allogene the manufacture, use or sale of the Reverted Licensed Product in said country, with such credit not to any Third Party exceed [ * ] of the royalty otherwise due under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement for such Reverted Licensed Product in the Fieldsuch country.

Third Party Patents. (a) If: (i) a Valid Claim of a Third Party should be in force in any country during the Term of this Agreement covering the practice of the Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology as licensed to Biogen Idec under Section 6.2.1 or Section 6.3.1 with respect to the manufacture, use or sale of any Collaboration Compound, (ii) it should prove in Biogen Idec’s reasonable judgment, after June 17consultation with Sunesis, 2014, it was impractical or is Necessary or Useful impossible for Allogene (or Pfizer, Biogen Idec to the extent identified by Pfizer prior to the Assignment) to commercialize such Collaboration Compound without obtaining a royalty bearing license one or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use any Allogene Licensed Product, whether directly or through any Allogene Affiliate or Sublicensee, then Allogene may, in its sole discretion, negotiate and obtain a license under such Patent Right(s) (each such Third Party licenseunder such Valid Claim in said country (with such agreement not to be unreasonably withheld or delayed), or any and (iii) the royalty paid to such Third Party license entered into as is directed to the practice of rights granted to Biogen Idec under Section 6.2.1 or Section 6.3.1 with respect to such Collaboration Compound, then Biogen Idec shall be entitled to a credit against the royalty payments due under Section 7.5 with respect to the same Collaboration Compound in such country of an amount equal to { * } of the Effective Date by Allogene or by Pfizer and assigned royalty paid to Allogene, referred to herein as an “Additional such Third Party License”). Any for such Collaboration Compound in such country, arising from the practice of such Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology with respect to the manufacture, use or sale of the Collaboration Compound in said country, with such credit not to exceed { * } of the royalty otherwise payable to Cellectis due under this Agreement for such Collaboration Compound in such country. (b) If: (i) a Valid Claim of a Third Party should be in force in any country during the Term of this Agreement covering the practice of (A) the Joint Collaboration { * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE NOTATION “[RESERVED]” IS ORIGINAL, IS CURRENTLY IN THE DOCUMENT AND DOES NOT REFLECT INFORMATION REDACTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Technology as licensed to Sunesis under Section 6.3.2, or (B) the Biogen Idec Collaboration Technology, Joint Collaboration Technology or other intellectual property rights in existence and owned or controlled by Biogen Idec licensed to Sunesis under Section 6.2.4, in each case with respect to Net Sales the manufacture, use or sale of any Allogene Licensed Product by AllogeneCollaboration Compound, its Affiliates (ii) it should prove in Sunesis’ reasonable judgment, after consultation with Biogen Idec, impractical or Sublicensees will be reduced by [***] of the amounts payable impossible for Sunesis to Third Parties pursuant to any Additional commercialize such Collaboration Compound without obtaining a royalty bearing license from such Third Party Licensesunder such Valid Claim in said country (with such agreement not to be unreasonably withheld or delayed), and (iii) the royalty paid to such reduction Third Party is directed to continue until all the practice of rights granted to Sunesis under Section 6.2.4 or Section 6.3.2 with respect to such amounts have been expendedCollaboration Compound, provided that then Sunesis shall be entitled to a credit against the royalty payments due under Section 7.5 or 7.6 with respect to the same Collaboration Compound in no event will the total royalty payable such country of an amount equal to Cellectis for any Allogene Licensed Product be less than [***] { * } of the royalty amounts otherwise payable paid to such Third Party for such Allogene Licensed Product and Collaboration Compound in no event will such country, arising from the royalty payable to Cellectis for any Allogene Licensed Product be reduced below [***] practice of the intellectual property described in (in each case, other than in the case of Cellectis’ breach of any representation, warranty A) or covenant hereunder). For purposes of this Section 5.2.2(b), (iB) “Necessary” means that, without a license to use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use of any Allogene Licensed Product in the form such Allogene Licensed Product exists at the time that the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Product. For the avoidance of doubt, the Parties agree and acknowledge that this Section 5.2.2(b) will not apply above with respect to royalties payable by Allogene the manufacture, use or sale of the Collaboration Compound in said country, with such credit not to any Third Party exceed { * } of the royalty otherwise due under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement for such Collaboration Compound in the Fieldsuch country.

Third Party Patents. If, after June 17, 2014, it was or is Necessary or Useful for Allogene (or Pfizer, to the extent identified by Pfizer prior to the Assignmenta) to license one or more If Patent Rights from one of a Third Party should be in force in any country listed in Exhibit D during the Term covering the manufacture, use or more Third Parties in order to Develop, Manufacture, Commercialize or use sale of any Allogene Licensed Product, whether directly or through any Allogene Affiliate or Sublicensee, then Allogene mayand if after receiving a notice from such Third Party it should prove, in its sole discretionGALDERMA’s reasonable judgment after consultation with ANIKA, negotiate and obtain impractical or impossible for GALDERMA or any GALDERMA sublicensee to continue performing the activities licensed hereunder without obtaining a license from such Third Party under such Patent Right(s) Rights in said country, then GALDERMA shall promptly notify ANIKA in writing. If ANIKA agrees in its reasonable discretion that such a license is required (each or it is determined pursuant to the procedures below that such a license is required), GALDERMA, upon the reasonable written request of ANIKA, shall as soon as commercially practicable cease the use or sale of Licensed Product in such country until a license is procured from such Third Party Party, and ANIKA shall use commercially reasonable efforts to procure, at its cost, such license on commercially reasonable terms from the Third Party. If ANIKA disagrees that such a license is required, but GALDERMA then delivers to ANIKA a legal opinion of an independent patent attorney reasonably satisfactory to ANIKA opining that such a license is more likely than not required, such license shall be deemed to be required, and ANIKA will use commercially reasonable efforts to either procure such license or commence and reasonably prosecute an action or legal proceeding pursuant to Section 8.6 to permit GALDERMA to continue performing the activities licensed hereunder in such country without the need to obtain such license, in each case with ANIKA bearing the cost thereof. The cost of such patent attorney shall be borne by ANIKA. If after electing to procure a license and using commercially reasonable efforts to do so, ANIKA is unable to secure an appropriate license, then the Parties shall discuss how to proceed, including whether to redesign the Licensed Product(s) at issue to avoid infringement or to defend the infringement action. (b) If any such Third Third-Party license entered into as Patent Right materially interferes with GALDERMA’s ability to sell the Licensed Product in a jurisdiction for a period of more than ninety (90) days, then GALDERMA shall have the right to elect either (i) to be relieved of its obligations under Section 12.1(j) of this Agreement and Article V of the Effective Date by Allogene Supply Agreement solely for such jurisdiction or by Pfizer (ii) to terminate all of GALDERMA’s rights and assigned to Allogene, referred to herein as an “Additional Third Party License”). Any royalty otherwise payable to Cellectis obligations under this Agreement and the Supply Agreement with respect to such jurisdiction so that thereafter the definition of Territory shall not include such jurisdiction for all purposes under this Agreement and the Supply Agreement. If such interference has a material adverse effect on aggregate Net Sales of any Allogene the Licensed Product by Allogene, its Affiliates or Sublicensees will be reduced by [***] of the amounts payable to Third Parties pursuant to any Additional Third Party Licenses, such reduction to continue until all such amounts have been expended, provided that in no event will the total royalty payable to Cellectis for any Allogene Licensed Product be less than [***] of the royalty amounts otherwise payable for such Allogene Licensed Product and in no event will the royalty payable to Cellectis for any Allogene Licensed Product be reduced below [***] (in each case, other than Products in the case of Cellectis’ breach of any representation, warranty or covenant hereunder). For purposes of this Section 5.2.2(bSales Territory (taken as a whole), (i) “Necessary” means that, without a license GALDERMA shall have the further right to use terminate all of its rights and obligations under this Agreement and the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use of any Allogene Licensed Product in the form such Allogene Licensed Product exists at the time that the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Product. For the avoidance of doubt, the Parties agree and acknowledge that this Section 5.2.2(b) will not apply Supply Agreement with respect to royalties payable by Allogene such Sales Territory so that thereafter the definition of Territory shall not include such Sales Territory for all purposes under this Agreement and the Supply Agreement. The Parties agree that the remedies provided under this Section 8.7(b) are GALDERMA’s sole and exclusive remedies for ANIKA’s failure to comply with the terms of Section 8.7(a). (c) GALDERMA shall have the right, but not the obligation, to enter into licensing or other arrangements with any Third Party under with respect to Patent Rights in force in any agreement country not listed in existence as of June 17Exhibit D, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop at GALDERMA’s sole cost and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement in the Fieldexpense.

Third Party Patents. (a) If: (i) a Valid Claim of a Third Party should be in force in any country during the Term of this Agreement covering the practice of the Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology as licensed to Biogen Idec under Section 6.2.1 or Section 6.3.1 with respect to the manufacture, use or sale of any Collaboration Compound, (ii) it should prove in Biogen Idec’s reasonable judgment, after June 17consultation with Sunesis, 2014, it was impractical or is Necessary or Useful impossible for Allogene (or Pfizer, Biogen Idec to the extent identified by Pfizer prior to the Assignment) to commercialize such Collaboration Compound without obtaining a royalty bearing license one or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use any Allogene Licensed Product, whether directly or through any Allogene Affiliate or Sublicensee, then Allogene may, in its sole discretion, negotiate and obtain a license under such Patent Right(s) (each such Third Party licenseunder such Valid Claim in said country (with such agreement not to be unreasonably withheld or delayed), or any and (iii) the royalty paid to such Third Party license entered into as is directed to the practice of rights granted to Biogen Idec under Section 6.2.1 or Section 6.3.1 with respect to such Collaboration Compound, then Biogen Idec shall be entitled to a credit against the royalty payments due under Section 7.5 with respect to the same Collaboration { * } = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Effective Date by Allogene or by Pfizer and assigned Securities Exchange Act of 1934, as amended. Compound in such country of an amount equal to Allogene, referred { * } of the royalty paid to herein as an “Additional such Third Party License”). Any for such Collaboration Compound in such country, arising from the practice of such Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology with respect to the manufacture, use or sale of the Collaboration Compound in said country, with such credit not to exceed { * } of the royalty otherwise payable to Cellectis due under this Agreement for such Collaboration Compound in such country. (b) If: (i) a Valid Claim of a Third Party should be in force in any country during the Term of this Agreement covering the practice of (A) the Joint Collaboration Technology as licensed to Sunesis under Section 6.3.2, or (B) the Biogen Idec Collaboration Technology, Joint Collaboration Technology or other intellectual property rights in existence and owned or controlled by Biogen Idec licensed to Sunesis under Section 6.2.4, in each case with respect to Net Sales the manufacture, use or sale of any Allogene Licensed Product by AllogeneCollaboration Compound, its Affiliates (ii) it should prove in Sunesis’ reasonable judgment, after consultation with Biogen Idec, impractical or Sublicensees will be reduced by [***] of the amounts payable impossible for Sunesis to Third Parties pursuant to any Additional commercialize such Collaboration Compound without obtaining a royalty bearing license from such Third Party Licensesunder such Valid Claim in said country (with such agreement not to be unreasonably withheld or delayed), and (iii) the royalty paid to such reduction Third Party is directed to continue until all the practice of rights granted to Sunesis under Section 6.2.4 or Section 6.3.2 with respect to such amounts have been expendedCollaboration Compound, provided that then Sunesis shall be entitled to a credit against the royalty payments due under Section 7.5, 7.6.1, or 7.6.2 with respect to the same Collaboration Compound in no event will the total royalty payable such country of an amount equal to Cellectis for any Allogene Licensed Product be less than [***] { * } of the royalty amounts otherwise payable paid to such Third Party for such Allogene Licensed Product and Collaboration Compound in no event will such country, arising from the practice of the intellectual property described in (A) or (B) above with respect to the manufacture, use or sale of the Collaboration Compound in said country, with such credit not to exceed { * } of the royalty payable otherwise due under this Agreement for such Collaboration Compound in such country. (c) If: (i) a Valid Claim of a Third Party should be in force in any country during the term of this Agreement covering the practice of the BIIB062 Technology as licensed to Cellectis Sunesis under Section 6.4.1, (ii) it should prove in Sunesis’ reasonable judgment, after consultation with Biogen Idec, impractical or impossible for any Allogene Licensed Product Sunesis to commercialize BIIB062 without obtaining a royalty bearing license from such Third Party under such Valid Claim in said country (with such agreement not to be reduced below [***] unreasonably withheld or delayed), and (iii) the royalty paid to such Third Party is directed to the practice of rights granted to Sunesis under Section 6.4.1, then Sunesis shall be entitled to a credit against the royalty payments due under Section 7.6.3 in each casesuch country of an amount equal to { * } of the royalty paid to such Third Party for BIIB062 in such country, other than arising from the practice of the intellectual property described in the case of Cellectis’ breach of any representation, warranty or covenant hereunder). For purposes clause (i) of this Section 5.2.2(b), (i) “Necessary” means that, without a license to use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use of any Allogene Licensed Product in the form such Allogene Licensed Product exists at the time that the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Product. For the avoidance of doubt, the Parties agree and acknowledge that this Section 5.2.2(b) will not apply with respect to royalties payable by Allogene the manufacture, use or sale of BIIB062 in said country, with such credit not to any Third Party exceed { * } of the royalty otherwise due under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement for BIIB062 in the Fieldsuch country.

Third Party Patents. If, after June 17, 2014, a) If it was or is Necessary or Useful for Allogene (or Pfizer, necessary in the reasonable judgment of 454 and RDG to the extent identified by Pfizer prior obtain additional licenses to the Assignmentcertain Third Party intellectual property other than a Patent Claim as defined in Section 7.4(b) to license one or more Patent Rights from one or more Third Parties in order to Developexploit the Licensed Patents and manufacture, Manufacturemarket and sell Licensed Products as provided hereunder, Commercialize or use [***********] of any Allogene Licensed Productadditional royalties, whether directly or through any Allogene Affiliate or Sublicensee, then Allogene may, in its sole discretion, negotiate fees and obtain a license under such Patent Right(s) (each upfront payments payable by FHLR to such Third Party licenseaccording to any license agreement to be negotiated by FHLR and entered into by FHLR shall be at 454’s expense and deducted from any royalties and upfront payments owed to 454 under this Agreement. If, or at FHLR´s election, the license is entered into by 454, [************] of any royalties, fees and upfront payments payable to such Third Party by 454 according to such license agreement shall be at FHLR’s expense and added to any royalties and upfront payments owed to 454 under this Agreement. Terms of any such Third Party license entered into shall be agreed between 454 and RDG according to reasonable and customary royalty rates in the field, agreement to such terms to not be unreasonably withheld. If the Parties do not agree on the necessity of obtaining a Third Party license, they will seek a formal opinion from an independent US and/or European law firm reasonably acceptable to both Parties. If a freedom to operate opinion cannot be provided and legal action is threatened, neither Party shall withhold its consent to obtain a license on terms and conditions that are commercially reasonable to both Parties. b) Should either FHLR or 454 be charged with the alleged infringement of Third Party rights as a result of the Effective Date exploitation of the Licensed Products as permitted herein, such Party shall immediately inform the other Party about such allegation. After consultation with each other, FHLR or 454 shall either take a license as described above, the Parties shall cease the allegedly infringing activity or, subject to Section 7.4(b), the Parties shall agree to cooperate in the defense of any such infringement claim, which defense shall be primarily conducted by Allogene the Party named in the suit, unless otherwise agreed by the Parties. The Parties and their respective counsel understand that it may become necessary to exchange and discuss privileged information relating to their common interests and defenses. The Parties and their counsel desire to set forth the terms under which privileged information will be exchanged and discussed and wish to memorialize their agreement relating to such charges and the sharing of privileged information and for the protection of such exchanges and discussions in reliance upon the joint defense privilege. Accordingly, because it is in their common interests and to assist the defense of such claims, the Parties and their counsel may share documents, files, letters, plans or by Pfizer evidence they have in their possession whether or not same is privileged, proprietary, or confidential. In order to render legal services to the Parties and assigned for the purposes of a joint defense, the Parties and their counsel may find it advisable and necessary to Allogenecommunicate with one another. These communications may include, referred without limitation, joint conferences of counsel, joint interviews of witnesses, deponents, experts, and consultants, and exchanges of documents and information. The subject matter of these communications and exchanges may include but may not be limited to herein as an “Additional (a) strategy and tactics regarding defense of the litigation; (b) legal memoranda, factual and background memoranda, legal theories, deposition summaries, notes of witness interviews, and witness statements and descriptions of produced documents, and (c) other privileged documents. All such communications and exchanges would be protected from disclosure to any Third Party License”by the attorney/client privilege, the attorney work-product privilege, the trial preparation exclusion, the joint defense privilege, the party communication privilege, and any other applicable privileges and protections, and such privileges and protections will not be waived as a result of such communications and exchanges among the Parties and their counsel. The documents and information described in this Section and exchanged and discussed pursuant to this Section would be subject to the following conditions which the Parties believe and intend will preserve the confidentiality of such communications and work product pursuant to the joint defense, common defense and party communication privileges: (i) such documents would be maintained in confidence by counsel and used by counsel solely for purposes of rendering legal advice to and defending the Parties in the applicable proceedings; (ii) such documents and information may be disclosed to outside or in-house counsel (and such counsel’s legal assistants, secretaries, word processing personnel and consultants) representing the Parties in connection with the defense; (iii) such documents and information additionally may be disclosed to present or former directors, officers or employees of a Party, for purposes of preparing for deposition or trial, or for purposes of interviewing potential deponents or witnesses, or for other purposes in connection with the defense; (iv) such documents and information additionally may be disclosed to expert witnesses and consultants retained by one or more of the Parties in connection with defense. The expenses for any such suit shall, unless otherwise provided in Section 7.4(b). Any royalty otherwise , be shared equally by the Parties. c) If FHLR is, as a result of a court decision, ordered to stop the exploitation of any Licensed Products as permitted in this Agreement in any country, and if 454 finally fails to secure FHLR’s right to further exploit such Licensed Products, FHLR shall be entitled to reduce payment of any minimum royalties payable hereunder to Cellectis the extent provided below, notwithstanding any other right FHLR may have under this Agreement with respect Agreement. In addition, the Parties shall in such event cease making, using and selling such Licensed Product in such country. If any Licensed Products cannot be sold hereunder as provided above in the United States, Europe or Japan, and such circumstance affects FHLR’s ability to generate Net Sales of any Allogene Licensed Product by Allogeneso as to meet the minimum royalty obligations set forth in Section 3.4(d), its Affiliates or Sublicensees will such minimum royalties shall be reduced by [***] of the amounts payable to Third Parties pursuant to any Additional Third Party Licenses, such reduction to continue until all such amounts have been expended, provided that in no event will the total royalty payable to Cellectis for any Allogene Licensed Product be less than ******************************************************************* *************]. Such calculation [***] of the royalty amounts otherwise payable for such Allogene Licensed Product and in no event will the royalty payable to Cellectis for any Allogene Licensed Product be reduced below [********] (in each case, other than in shall be done on an average basis starting from the case of Cellectis’ breach of any representation, warranty or covenant hereunder). For purposes of this Section 5.2.2(b), (i) “Necessary” means that, without a license to use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use of any Allogene Licensed Product in the form such Allogene Licensed Product exists at Effective Date until the time that FHLR has to stop selling the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene relevant Licensed Product. For the avoidance Likewise any obligations of doubt, the Parties agree and acknowledge that this FHLR under Section 5.2.2(b3.5 (a) will not apply with respect to royalties payable by Allogene to any Third Party under any agreement Forecasts then in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to effect shall be reduced following the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement in the Fieldsame principles.

Third Party Patents. (a) If, after June 17, 2014, it was : (i) a [ * ] of a Third Party should be in force in any country during the Term of this Agreement covering the practice of the Sunesis Licensed Technology or is Necessary or Useful for Allogene (or Pfizer, Sunesis Core Technology as licensed to Millennium under Section 5.1 with respect to the extent identified by Pfizer prior to the Assignment) to license one manufacture, use or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use sale of any Allogene Licensed Product, whether directly or through any Allogene Affiliate or Sublicensee(ii) it should prove in Millennium’s reasonable judgment, then Allogene mayafter consultation with Sunesis, in its sole discretion, negotiate and obtain [ * ] for Millennium to commercialize such Licensed Product without obtaining a royalty bearing license under such Patent Right(s) (each from such Third Party license[ * ] (with such agreement not to be unreasonably withheld or delayed), or any and (iii) the royalty paid to such Third Party license entered into as is directed to the practice of the Effective Date by Allogene or by Pfizer and assigned rights granted to Allogene, referred to herein as an “Additional Third Party License”). Any royalty otherwise payable to Cellectis Millennium under this Agreement Section 5.1 with respect to Net Sales such Licensed Product, then Millennium shall be entitled to a credit against the royalty payments due under the other provisions of any Allogene this Section 6.3 with respect to the same Licensed Product by Allogene, its Affiliates or Sublicensees will be reduced by [***] in such country of the amounts payable an amount equal to Third Parties pursuant to any Additional Third Party Licenses, such reduction to continue until all such amounts have been expended, provided that in no event will the total royalty payable to Cellectis for any Allogene Licensed Product be less than [***[ * ] of the royalty amounts otherwise payable paid to such Third Party for such Allogene Licensed Product and in no event will such country, arising from the practice of such Sunesis Licensed Technology or Sunesis Core Technology with respect to the manufacture, use or sale of the Licensed Product in said country, with such credit not to exceed [ * ] of the royalty payable to Cellectis otherwise due under this Agreement for any Allogene such Licensed Product be reduced below [***] in such country. (in each case, other than in the case of Cellectis’ breach of any representation, warranty or covenant hereunder). For purposes of this Section 5.2.2(b), b) If: (i) “Necessary” means thata [ * ] of a Third Party should be in force in any country during the Term of this Agreement covering the practice of the Biogen Idec Collaboration Technology, without a license Joint Sunesis-Biogen Collaboration Technology, Development Technology or Other Millennium Technology licensed to Sunesis under Section 5.1.3, in each case with respect to the manufacture, use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use sale of any Allogene Reverted Licensed Product, (ii) it should prove in Sunesis’s reasonable judgment, after consultation with Millennium, [ * ] for Sunesis to commercialize such Reverted Licensed Product without obtaining a royalty bearing license from such Third Party [ * ] (with such agreement not to be unreasonably withheld or delayed), and (iii) the royalty paid to such Third Party is directed to the practice of rights granted to Sunesis under Section 5.1.3 with respect to such Reverted Licensed Product, then Sunesis shall be entitled to a credit against the royalty payments due under Section 6.4 with respect to the same Reverted Licensed Product in such country of an amount equal to [ * ] of the form royalty paid to such Allogene Third Party for such Reverted Licensed Product exists at in such country, arising from the time that practice of the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Product. For the avoidance of doubt, the Parties agree and acknowledge that this Section 5.2.2(b) will not apply intellectual property described above with respect to royalties payable by Allogene the manufacture, use or sale of the Reverted Licensed Product in said country, with such credit not to any Third Party exceed [ * ] of the royalty otherwise due under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement for such Reverted Licensed Product in the Fieldsuch country.

Third Party Patents. (a) If: (i) a Valid Claim of a Third Party should be in force in any country during the Term of this Agreement covering the practice of the Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology as licensed to Biogen Idec under Section 6.2.1 or Section 6.3.1 with respect to the manufacture, use or sale of any Collaboration Compound, (ii) it should prove in Biogen Idec’s reasonable judgment, after June 17consultation with Sunesis, 2014, it was impractical or is Necessary or Useful impossible for Allogene (or Pfizer, Biogen Idec to the extent identified by Pfizer prior to the Assignment) to commercialize such Collaboration Compound without obtaining a royalty bearing license one or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use any Allogene Licensed Product, whether directly or through any Allogene Affiliate or Sublicensee, then Allogene may, in its sole discretion, negotiate and obtain a license under such Patent Right(s) (each such Third Party licenseunder such Valid Claim in said country (with such agreement not to be unreasonably withheld or delayed), or any and (iii) the royalty paid to such Third Party license entered into as is directed to the practice of rights granted to Biogen Idec under Section 6.2.1 or Section 6.3.1 with respect to such Collaboration Compound, then Biogen Idec shall be entitled to a credit against the royalty payments due under Section 7.5 with respect to the same Collaboration Compound in such country of an amount equal to { * } of the Effective Date by Allogene or by Pfizer and assigned royalty paid to Allogene, referred to herein as an “Additional such Third Party License”){ * } = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Any for such Collaboration Compound in such country, arising from the practice of such Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology with respect to the manufacture, use or sale of the Collaboration Compound in said country, with such credit not to exceed { * } of the royalty otherwise payable to Cellectis due under this Agreement for such Collaboration Compound in such country. (b) If: (i) a Valid Claim of a Third Party should be in force in any country during the Term of this Agreement covering the practice of (A) the Joint Collaboration Technology as licensed to Sunesis under Section 6.3.2, or (B) the Biogen Idec Collaboration Technology, Joint Collaboration Technology or other intellectual property rights in existence and owned or controlled by Biogen Idec licensed to Sunesis under Section 6.2.4, in each case with respect to Net Sales the manufacture, use or sale of any Allogene Licensed Product by AllogeneCollaboration Compound, its Affiliates (ii) it should prove in Sunesis’ reasonable judgment, after consultation with Biogen Idec, impractical or Sublicensees will be reduced by [***] of the amounts payable impossible for Sunesis to Third Parties pursuant to any Additional commercialize such Collaboration Compound without obtaining a royalty bearing license from such Third Party Licensesunder such Valid Claim in said country (with such agreement not to be unreasonably withheld or delayed), and (iii) the royalty paid to such reduction Third Party is directed to continue until all the practice of rights granted to Sunesis under Section 6.2.4 or Section 6.3.2 with respect to such amounts have been expendedCollaboration Compound, provided that then Sunesis shall be entitled to a credit against the royalty payments due under Section 7.5, 7.6.1, or 7.6.2 with respect to the same Collaboration Compound in no event will the total royalty payable such country of an amount equal to Cellectis for any Allogene Licensed Product be less than [***] { * } of the royalty amounts otherwise payable paid to such Third Party for such Allogene Licensed Product and Collaboration Compound in no event will such country, arising from the practice of the intellectual property described in (A) or (B) above with respect to the manufacture, use or sale of the Collaboration Compound in said country, with such credit not to exceed { * } of the royalty payable otherwise due under this Agreement for such Collaboration Compound in such country. (c) If: (i) a Valid Claim of a Third Party should be in force in any country during the term of this Agreement covering the practice of the BIIB062 Technology as licensed to Cellectis Sunesis under Section 6.4.1, (ii) it should prove in Sunesis’ reasonable judgment, after consultation with Biogen Idec, impractical or impossible for any Allogene Licensed Product Sunesis to commercialize BIIB062 without obtaining a royalty bearing license from such Third Party under such Valid Claim in said country (with such agreement not to be reduced below [***] unreasonably withheld or delayed), and (iii) the royalty paid to such Third Party is directed to the practice of rights granted to Sunesis under Section 6.4.1, then Sunesis shall be entitled to a credit against the royalty payments due under Section 7.6.3 in each casesuch country of an amount equal to { * } of the royalty paid to such Third Party for BIIB062 in such country, other than arising from the practice of the intellectual property described in the case of Cellectis’ breach of any representation, warranty or covenant hereunder). For purposes clause (i) of this Section 5.2.2(b), (i) “Necessary” means that, without a license to use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use of any Allogene Licensed Product in the form such Allogene Licensed Product exists at the time that the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Product. For the avoidance of doubt, the Parties agree and acknowledge that this Section 5.2.2(b) will not apply with respect to royalties payable by Allogene the manufacture, use or sale of BIIB062 in said country, with such credit not to any Third Party exceed { * } of the royalty otherwise due under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement for BIIB062 in the Fieldsuch country.

Third Party Patents. If(i) If Debiopharm reasonably determines, after June 17upon the advice of outside patent counsel, 2014, that it was or is Necessary or Useful for Allogene (or Pfizer, to the extent identified by Pfizer prior to the Assignment) to license must obtain one or more Patent Rights from one or more licenses under issued patents of Third Parties that, in order to Developthe absence of such license(s), Manufacturewould be infringed by the development, Commercialize manufacture, use, sale or use any Allogene Licensed Product, whether directly or through any Allogene Affiliate or Sublicenseeimport of the Compound per se contained in a Product in a country (“Third Party Patent Licenses”), then Allogene may, in the royalties actually paid by Debiopharm or its sole discretion, negotiate and obtain a license Affiliate under such Patent Right(s) (each such Third Party license, or any Patent Licenses in such Third Party license entered into as of country shall be deducted from the Effective Date by Allogene or by Pfizer and assigned Royalties due to Allogene, referred to herein as an “Additional Third Party License”). Any royalty otherwise payable to Cellectis under this Agreement Curis with respect to Net Sales of any Allogene Licensed Product by Allogene, its Affiliates or Sublicensees will be reduced by [***] of the amounts payable to Third Parties pursuant to any Additional Third Party Licenses, Sublicensee Royalties in such reduction to continue until all such amounts have been expended, country; provided that in no event will the total royalty payable shall any such Royalties due to Cellectis for any Allogene Licensed Product Curis with respect to such country be less reduced by more than [**] percent ([**]%) as a result of such deductions; and provided, further, that no such deduction shall be available to Debiopharm with respect to royalties paid under such Third Party Patent Licenses to the extent that the Sublicensee is obligated (A) to reimburse Debiopharm or its Affiliates for such royalties or (B) to pay such royalties directly to the applicable Third Party(ies) under such Third Party Patent Licenses – i.e., Debiopharm or its Affiliate shall not be entitled to deduct such Third Party royalties against Royalties due Curis to the extent that Debiopharm or its Affiliate is not liable for, or Debiopharm or its Affiliate recovers, or has the right to recover, such Third Party royalties from a Sublicensee. (ii) If Debiopharm reasonably determines to secure a license from a Third Party other than for the Compound per se (“Third Party Other Patent Licenses”), then [**] percent ([**]%) of the royalty amounts otherwise payable for royalties actually paid by Debiopharm or its Affiliate under such Allogene Licensed Product and Third Party Other Patent Licenses in such country shall be deducted from the Royalties due to Curis with respect to Sublicensee Royalties in such country; provided that in no event will the royalty payable shall any Royalties due to Cellectis for any Allogene Licensed Product Curis with respect to such country be reduced below by more than [**] percent ([*] *]%) as a result of such deductions; and provided, further, that no such deduction shall be available to Debiopharm with respect to royalties paid under such Third Party Other Patent Licenses to the extent that the Sublicensee is obligated (A) to reimburse Debiopharm or its Affiliate for such royalties or (B) to pay such royalties directly to the applicable Third Party(ies) under such Third Party Other Patent Licenses – i.e., Debiopharm shall not be entitled to deduct such Third Party royalties against Royalties due to Curis to the extent that Debiopharm or its Affiliate is not liable for, or Debiopharm or its Affiliate recovers, or has the right to recover, such Third Party royalties from a Sublicensee. (iii) Notwithstanding the foregoing, in each case, other than in the case of Cellectis’ breach of no event shall any representation, warranty or covenant hereunder). For purposes of this Section 5.2.2(b), and all applicable royalty reductions pursuant to subparagraphs (i) “Necessary” means that, without a license to use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use of any Allogene Licensed Product in the form such Allogene Licensed Product exists at the time that the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means above, in the aggregate, reduce the payments that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Product. For the avoidance of doubt, the Parties agree and acknowledge that this Section 5.2.2(b) will not apply otherwise be due to Curis with respect to royalties payable Sublicensee Royalties in any country for any calendar quarter by Allogene to any Third Party under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement in the Fieldmore than [**] percent ([**]%).

Third Party Patents. IfIf any Third Party claims that a patent it owns or controls claims any aspect of a Licensed Product or its manufacture, after June 17use, 2014sale, it was offer for sale, or is Necessary importation, the Party with notice of such claim shall notify the other Party promptly. In such circumstances, Biogen Idec shall have the sole right (but not the obligation), at its own expense, to defend or Useful for Allogene bring suit (or Pfizertake other appropriate legal action) using legal counsel of its own choice. ImmunoGen shall have the right, at its own expense, to be represented in any such action by Biogen Idec by counsel of ImmunoGen’s own choice; provided, however, that under no circumstances shall the extent identified foregoing affect the right of Biogen Idec to control the suit as described in the first sentence of Section 7.4(c). Biogen Idec shall have the sole control and authority over how to respond to and defend against such Third Party claims and whether and how to bring any counterclaims and will keep ImmunoGen reasonably informed of the status of the claims. In the event that pursuant to any suit, proceeding or other legal action taken under this Section 7.5, a court of competent jurisdiction orders the payment of any damages, monetary awards or other amounts by Pfizer prior Biogen Idec to such Third Party and such court determines that all or a portion of such damages, monetary award or other award is attributable to the Assignment) development, manufacture, Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to license one the Company's application requesting confidential investment under Rule 24b-2 under the Securities Exchange Act of 1934. sale or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use any Allogene importation of the MAY Compound portion of a Licensed Product, whether directly or through any Allogene Affiliate or Sublicensee, then Allogene may, in its sole discretion, negotiate and obtain a license under such Patent Right(s) (each such Third Party license, or any such Third Party license entered into as of the Effective Date by Allogene or by Pfizer and assigned Biogen Idec shall be entitled to Allogene, referred to herein as an “Additional Third Party License”). Any royalty otherwise payable to Cellectis under this Agreement with respect to Net Sales of any Allogene Licensed Product by Allogene, its Affiliates or Sublicensees will be reduced by offset [***] percent ([***]%) of the applicable portion of such damages, monetary award or other amounts payable against any royalties then owed or which become due thereafter under this Agreement to Third Parties pursuant to any Additional Third Party LicensesImmunoGen. Notwithstanding the foregoing, such reduction to continue until all such amounts have been expended, provided that in no event will shall the total reductions under Sections 5.3 and 5.5 and this Section 7.5 reduce the royalty payable to Cellectis for any Allogene Licensed Product be payable under Section 5.3(a) to less than [***] of the royalty amounts otherwise payable for such Allogene Licensed Product and in no event will the royalty payable to Cellectis for any Allogene Licensed Product be reduced below percent ([***] (]%) of Net Sales in each caseany country. In the event further manufacture, use, sale, offer for sale or importation of the Licensed Product is enjoined as a result of a judgment in any suit, proceeding or other than in the case of Cellectis’ breach of any representation, warranty or covenant hereunder). For purposes of legal action taken under this Section 5.2.2(b), (i) “Necessary” means that, without a license to use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use of any Allogene Licensed Product in the form such Allogene Licensed Product exists at the time that the Additional Third Party License is executed would, in Allogene’s opinion, infringe such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Product. For the avoidance of doubt, 7.5 the Parties agree shall cooperate with each other reasonably and acknowledge that this Section 5.2.2(b) will not apply in good faith to comply with respect to royalties payable by Allogene to any Third Party under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement in the Fieldjudgment.

Third Party Patents. IfIf a patent or patents of a Third Party, after June 17other than Third Party Patents or patents [ * ], 2014should exist in any country during the term of this Agreement covering the use or sale of any Primary Pre-Targeting Product comprised of a [ * ], and if it was should prove in Xxxxxxx'x reasonable judgment impractical or is Necessary impossible for Xxxxxxx or Useful for Allogene (or Pfizer, to the extent identified by Pfizer prior to the Assignment) to license one or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use any Allogene Licensed Product, whether directly or through any Allogene Affiliate or Sublicensee, then Allogene may, in its sole discretion, negotiate and obtain sublicensee to continue the activity or activities licensed hereunder without obtaining a royalty-bearing license under such Patent Right(s) (each from such Third Party licenseunder such patent or patents in said country, or any then, except as provided in Paragraph 4.21, Xxxxxxx shall be entitled to a credit for the royalty paid to such Third Party under such license entered into as for the use or sale of the Effective Date by Allogene or by Pfizer and assigned to AllogenePrimary Pre-Targeting Product in said country ("Royalty"), referred to herein as an “Additional Third Party License”). Any such credit being applied against only the royalty otherwise payable to Cellectis payments due under this Agreement with respect to the Primary Pre-Targeting Product for said country and in an amount equal to [ * ] of the Royalty paid to such Third Party; provided, however, that the earned royalties payable to NeoRx under this Agreement shall not be reduced to less than [ * ] of Net Sales of any Allogene Licensed such Primary Pre-Targeting Product in said country by Allogene, its Affiliates or Sublicensees will be reduced reason of the credit described in this Paragraph 4.17 and the reduction provided by [***this Paragraph 4.17 with respect to the United States shall not exceed [ * ] of the amounts payable to Third Parties pursuant to any Additional Third Party Licenses, such reduction to continue until all such amounts have been expended, provided that in no event will amount by which [ * ] the total royalty payable to Cellectis Royalty exceeds [ * ] for any Allogene Licensed Product be less than [***] of the royalty amounts otherwise payable for such Allogene Licensed Product and in no event will the royalty payable to Cellectis for any Allogene Licensed Product be reduced below [***] (in each case, other than in the case of Cellectis’ breach of any representation, warranty or covenant hereunder)United States. For purposes of this Section 5.2.2(b)example, (i) “Necessary” means that, without with respect to such a license to use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use of any Allogene Licensed Primary Pre-Targeting Product in the form United States, if A1 equals [ * ], A2 equals [ * ] and the Royalty equals [ * ], then the maximum amount of the Royalty that may be deducted pursuant to this Paragraph 4.17 from the earned royalties otherwise payable on Net Sales in the United States for such Allogene Licensed Primary Pre-Targeting Product exists at shall not exceed [ * ] and shall not be applied to reduce the time that earned royalties payable to NeoRx to less than [ * ] of Net Sales in the Additional Third Party License is executed would, in Allogene’s opinion, infringe United States for such Third Party’s Patent Right and (ii) “Useful” means that Allogene has determined in its discretion that use of such Third Party’s Patent Right would enhance the commercial potential of such Allogene Licensed Primary Pre-Targeting Product. For (Note that by operation of Paragraph 4.5, without the avoidance application of doubtthis Paragraph 4.17, the Parties agree and acknowledge that this Section 5.2.2(b) will not apply with respect earned royalty rate may be reduced to royalties payable by Allogene to any Third Party under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights to the other Party, in the event such Third Party rights are necessary, as determined by the negotiating Party, to Develop and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement in the Field[ * ].)

Third Party Patents. If, after June 17, 2014, it was In the event IDEA or is Necessary ALPHARMA receive notice or Useful for Allogene otherwise become aware of any facts that ALPHARMA's (or Pfizerany of its Affiliates' or sublicensees') making, to the extent identified by Pfizer prior to the Assignment) to license one having made, using, offering for sale, selling or more Patent Rights from one or more Third Parties in order to Develop, Manufacture, Commercialize or use any Allogene Licensed Product, whether directly or through any Allogene Affiliate or Sublicensee, then Allogene may, in its sole discretion, negotiate and obtain importing a license under such Patent Right(s) (each such Third Party license, or any such Third Party license entered into as of the Effective Date by Allogene or by Pfizer and assigned to Allogene, referred to herein as an “Additional Third Party License”). Any royalty otherwise payable to Cellectis under this Agreement with respect to Net Sales of any Allogene Licensed Product by Allogene, its Affiliates or Sublicensees will be reduced by [***] of the amounts payable to Third Parties pursuant to any Additional Third Party Licenses, such reduction to continue until all such amounts have been expended, provided that in no event will the total royalty payable to Cellectis for any Allogene Licensed Product be less than [***] of the royalty amounts otherwise payable for such Allogene Licensed Product and in no event will the royalty payable to Cellectis for any Allogene Licensed Product be reduced below [***] (in each case, other than in the case of Cellectis’ breach of any representation, warranty or covenant hereunder). For purposes of this Section 5.2.2(b), (i) “Necessary” means that, without a license to use the Third Party’s Patent Right, the Development, Manufacture, Commercialization or use of any Allogene Licensed Product in the form Field in accordance with this Agreement infringes, may infringe or is alleged by a third party to infringe any third party Patent Rights (including any patent application that would be infringed if issued as a patent), the Party becoming aware of same shall promptly notify the other. ALPHARMA (or its relevant Affiliate or sublicensee) shall have the right to negotiate with said third party for such Allogene Licensed Product exists at license of the time that the Additional Third Party License is executed would, in Allogene’s opinion, infringe third party Patent Rights as shall be necessary or prudent to avoid such Third Party’s Patent Right infringement or potential infringement and (ii) “Useful” means that Allogene has determined in its discretion that use to defend and settle any action based on infringement or potential infringement of such Third Party’s third party Patent Right would enhance the commercial potential Rights. ALPHARMA shall be entitled to deduct [**] percent ([**]%) of such Allogene Licensed Product. For the avoidance of doubt, the Parties agree and acknowledge any amounts that this Section 5.2.2(bALPHARMA (or its relevant Affiliate or sublicensee) will not apply pays or incurs with respect to royalties such third party Patent Rights, including infringement damages, costs and expenses resulting from any such infringement or potential infringement, attorney fees incurred in defending or settling any dispute regarding such infringement or potential infringement or in negotiating a license to such third party Patent Rights, and license fees, milestone payments and/or Royalties paid in respect of such third party Patent Rights ("Required Third Party Payments") from milestone payments, Royalties and other amounts otherwise payable by Allogene ALPHARMA to IDEA hereunder (in each case after any Third Party under any agreement in existence as of June 17, 2014. Neither Party will intentionally negotiate with a Third Party an exclusive license that excludes sublicense rights other deduction or reduction which it is entitled to make pursuant to the other Partyprovisions of this Article 3). Any such deduction or portion thereof may be carried forward until fully offset against the milestone payments, in the event such Royalties and other amounts otherwise payable by ALPHARMA to IDEA hereunder. Prior to entering into any agreement or settlement that would require ALPHARMA (or its relevant Affiliate or sublicensee) to pay any Required Third Party rights are necessaryPayment, as determined ALPHARMA (or its relevant Affiliate or sublicensee) will consult with IDEA regarding the advisability and payment terms of the proposed agreement or settlement and consider in good faith any views expressed by the negotiating Party, IDEA with respect thereto; provided that ALPHARMA (or its relevant Affiliate or sublicensee) shall retain final decision-making authority with respect to Develop whether and Commercialize Allogene Licensed Products and Cellectis Products in connection with this Agreement in the Fieldon what terms to enter into any such agreement or settlement.