Common use of Third Party Royalty Credit Clause in Contracts

Third Party Royalty Credit. If Artiva or any of its Affiliates or Sublicensees obtains a license or sublicense from any Third Party under any intellectual property that is necessary in order to manufacture, use, sell, offer for sale or import a Product in the Territory (including any license by a Third Party to Artiva or sublicense by GCLC to Artiva described in Section 5.4(e) of the Option Agreement, but excluding any license or sublicense to Artiva under an Existing Third Party Agreement as provided in Section 5.4(d) of the Option Agreement) (each a “Third Party License”), and GCLC agrees that such Third Party License is necessary to manufacture, use, sell, offer for sale or import such Product in the Territory, such agreement not to be unreasonably withheld, then Artiva may deduct [***] of any royalty (or comparable payment based on sales of such Product) payable by Artiva or its Affiliate or Sublicensee in any calendar quarter in consideration for such Third Party License from the Product Royalties that would otherwise be due in any calendar quarter for such Product. Any amount paid to such Third Party which is entitled to be deducted under this Section 3.2(e)(ii) but is not deducted as a result of the limitation set forth in Section 3.2(e)(iv) shall be carried over and applied against Product Royalties payable to GCLC in respect of such Product in such country in subsequent calendar quarters until the full deduction is taken. In no event may Artiva credit payments under a Third Party License to reduce the Product Royalties with respect to a Product under this Section 3.2(e)(ii) and also to reduce the Core IP Royalties payable with respect to the same Product that is a Licensed Product under the Option Agreement.

Third Party Royalty Credit. If Artiva or any of its Affiliates or Sublicensees obtains a license or sublicense from any Third Party under any intellectual property that is necessary in order to manufacture, use, sell, offer for sale or import a Licensed Product in the Territory (including any license by a Third Party to Artiva or sublicense by GCLC to Artiva described in Section 5.4(e) of the Option Agreement), but excluding any license or sublicense to Artiva under an Existing Third Party Agreement as provided in Section 5.4(d) of the Option Agreement)) (each a “Third Party License”), and GCLC agrees that such Third Party License is necessary to manufacture, use, sell, offer for sale or import such Licensed Product in the Territory, such agreement not to be unreasonably withheld, then Artiva may deduct [***] of any royalty (or comparable payment based on sales of such Licensed Product) payable by Artiva or its Affiliate or Sublicensee in any calendar quarter in consideration for such Third Party License from the Product Core IP Royalties that would otherwise be due in any calendar quarter for such Licensed Product. Any amount paid to such Third Party which is entitled to be deducted under this Section 3.2(e)(ii6.1(e)(ii) but is not deducted as a result of the limitation set forth in Section 3.2(e)(iv6.1(e)(iv) shall be carried over and applied against Product Core IP Royalties payable to GCLC in respect of such Licensed Product in such country in subsequent calendar quarters until the full deduction is taken. In no event may Artiva credit payments under a Third Party License to reduce the Product Core IP Royalties with respect to a Licensed Product under this Section 3.2(e)(ii6.1(e)(ii) and also to reduce the Core IP Royalties royalties payable with respect to the same Licensed Product that is a Licensed an Exercised Selected Product under the Option a Selected Product License Agreement.

Third Party Royalty Credit. If Artiva or any of its Affiliates or Sublicensees obtains a license or sublicense from any Third Party under any intellectual property that is necessary in order to manufacture, use, sell, offer for sale or import a Product in the Territory (including any license by a Third Party to Artiva or sublicense by GCLC to Artiva described in Section 5.4(e) of the Option Agreement, but excluding any license or sublicense to Artiva under an Existing Third Party Agreement as provided in Section 5.4(d) of the Option Agreement) (each a “Third Party License”), and GCLC agrees that such Third Party License is necessary to manufacture, use, sell, offer for sale or import such Product in the Territory, such agreement not to be unreasonably withheld, then Artiva may deduct [***] of any royalty (or comparable payment based on sales of such Product) payable by Artiva or its Affiliate or Sublicensee in any calendar quarter in consideration for such Third Party License from the Product Royalties that would otherwise be due in any calendar quarter for such Product. Any amount paid to such Third Party which is entitled to be deducted under this Section 3.2(e)(ii3.1(e)(ii) but is not deducted as a result of the limitation set forth in Section 3.2(e)(iv3.1(e)(iv) shall be carried over and applied against Product Royalties payable to GCLC in respect of such Product in such country in subsequent calendar quarters until the full deduction is taken. In no event may Artiva credit payments under a Third Party License to reduce the Product Royalties with respect to a Product under this Section 3.2(e)(ii3.1(e)(ii) and also to reduce the Core IP Royalties payable with respect to the same Product that is a Licensed Product under the Option Agreement.

Third Party Royalty Credit. If Artiva or any of its Affiliates or Sublicensees obtains a license or sublicense from any Third Party under any intellectual property that is necessary in order to manufacture, use, sell, offer for sale or import a Product in the Territory (including any license by a Third Party to Artiva or sublicense by GCLC GCC to Artiva described in Section 5.4(e) of the Option Agreement, but excluding any license or sublicense to Artiva under an Existing Third Party Agreement as provided in Section 5.4(d) of the Option Agreement) (each a “Third Party License”), and GCLC GCC agrees that such Third Party License is necessary to manufacture, use, sell, offer for sale or import such Product in the Territory, such agreement not to be unreasonably withheld, then Artiva may deduct [***] of any royalty (or comparable payment based on sales of such Product) payable by Artiva or its Affiliate or Sublicensee in any calendar quarter in consideration for such Third Party License from the Product Royalties that would otherwise be due in any calendar quarter for such Product. Any amount paid to such Third Party which is entitled to be deducted under this Section 3.2(e)(ii) but is not deducted as a result of the limitation set forth in Section 3.2(e)(iv) shall be carried over and applied against Product Royalties payable to GCLC GCC in respect of such Product in such country in subsequent calendar quarters until the full deduction is taken. In no event may Artiva credit payments under a Third Party License to reduce the Product Royalties with respect to a Product under this Section 3.2(e)(ii) and also to reduce the Core IP Royalties payable with respect to the same Product that is a Licensed Product under the Option Agreement.