Common use of Third Party Intellectual Property Clause in Contracts

Third Party Intellectual Property. The conduct of activities under the Research Plan will use Patent Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, subject to the terms and conditions of the UCB Agreements. 4DMT shall be solely responsible for all obligations under the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether any Third Party Patent Rights or Know-How, other than Patent Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, will be utilized in the conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of Third Party Patent Rights or Know-How in the Research Program. If the Parties mutually agree to use any inventions claimed in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if such use would require the payment of additional consideration to the Third Party from which the Patent Rights or Know-How was licensed or acquired, then such Patent Right or Know-How shall be deemed under the Control of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the Third Party (which amounts uniQure may offset pursuant to Section 6.4(c)(ii)) with respect to the Development, manufacture or Commercialization of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights to obtain from a Third Party, independent of 4DMT, a license or other right with respect to such Third Party’s Patent Rights or Know-How.

Third Party Intellectual Property. The conduct of activities under the Research Plan will use Patent Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, subject to the terms and conditions of the UCB Agreements. 4DMT Acceleron shall be solely responsible for all obligations under the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether any not enter into an agreement with a Third Party Patent Rights to obtain a license under Third Party Intellectual Property that solely covers the offering for sale, selling, making, having made, using or Know-How, other than Patent Rights importing Licensed Compounds or Know-How licensed by 4DMT pursuant to the UCB Agreements, will be utilized Licensed Products in the conduct Field in the Territory (including rights of activities under a pending patent application that are reasonably expected to issue) without first offering Celgene the Research Plan. 4DMT shall disclose opportunity to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by contact such use of Third Party Patent Rights regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or Know-How importing Licensed Compounds or Licensed Products in the Research Program. If Field in the Parties mutually agree to use any inventions claimed in any Patent Right Territory but also covers Acceleron’s other products or use any Know-How that is licensed to compounds, Acceleron shall notify the Joint Development Committee or has been acquired by 4DMT other than pursuant to the UCB AgreementsJoint Commercialization Committee, and if such use would require the payment as applicable, of additional consideration to the Third Party from which Intellectual Property (a “Third Party Intellectual Property Notice”). With respect to such a (i) Acceleron shall keep Celgene fully informed of the Patent Rights or Know-How was licensed or acquired, then such Patent Right or Know-How shall be deemed under status of the Control of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to negotiations with the Third Party and provide Celgene with copies of all draft agreements; (which amounts uniQure ii) Celgene may offset pursuant to Section 6.4(c)(ii)) provide comments and suggestions with respect to the Development, manufacture or Commercialization negotiation of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights to obtain from a the agreement with the Third Party, independent and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of 4DMTthis Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or other right importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s Patent Rights or Know-Howreceipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Property.

Third Party Intellectual Property. The conduct To the extent the Service Provider wishes to use any non-commercially available Intellectual Property of activities any third party in the provision of Operations Services, to the extent LIPA may need to use such Intellectual Property, the Service Provider shall identify to LIPA, in writing in advance of any use of any such Intellectual Property, whether or not the Service Provider has a right to sublicense same to LIPA under the Research Plan same terms as the Service Provider licenses the Service Provider Pre-Existing Intellectual Property to LIPA pursuant to Section 10.3(B) hereof. If the Service Provider does not have that sublicense right, it will use Patent Rights all commercially reasonable efforts to promptly secure such right. If the Service Provider cannot secure such sublicense rights with thirty (30) days of first request, or Know-How licensed by 4DMT pursuant such extended time as LIPA may grant in writing, then the Service Provider will (at LIPA’s option) (i) assist LIPA to obtain any necessary license directly from such third party, or (ii) not use such Intellectual Property (to the UCB Agreementsextent LIPA may also need to use it) and instead use or create a non-infringing alternative capable of accomplishing the same purpose in substantially the same manner. In no event will the Service Provider’s inability to obtain a right to sublicense any non-commercially available Intellectual Property excuse the Service Provider’s inability to perform or meet any deadline under this Agreement. To the extent permitted by the terms of such license, LIPA may examine any applicable license of the Service Provider or its Affiliates in connection with any non-commercially available third party Intellectual Property relevant to the provision of Operations Services hereunder. To the extent LIPA or LIPA Related Parties or their subcontractors sublicense any such Intellectual Property from the Service Provider or its Affiliates, LIPA, LIPA Related Parties, or their subcontractors’ use of such non- commercially available third-party Intellectual Property shall be subject to the license terms and conditions of the UCB Agreements. 4DMT shall be solely responsible for all obligations under the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether any Third Party Patent Rights or Knowgoverning such non-How, other than Patent Rights or Knowcommercially available third-How licensed by 4DMT pursuant party Intellectual Property to the UCB Agreements, will be utilized in the conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of Third Party Patent Rights or Know-How in the Research Program. If the Parties mutually agree to use any inventions claimed in any Patent Right or use any Know-How that is licensed extent LIPA has access to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if knowledge of such use would require the payment of additional consideration to the Third Party from which the Patent Rights or Know-How was licensed or acquired, then such Patent Right or Know-How shall be deemed under the Control of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the Third Party (which amounts uniQure may offset pursuant to Section 6.4(c)(ii)) with respect to the Development, manufacture or Commercialization of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights to obtain from a Third Party, independent of 4DMT, a license or other right with respect to such Third Party’s Patent Rights or Know-Howterms.

Third Party Intellectual Property. The conduct of activities under If after the Research Plan will Effective Date, a Party proposes to either: (a) use with or incorporate into a Product Patent Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, subject to the terms and conditions of the UCB Agreements. 4DMT shall be solely responsible for all obligations under the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether any from a Third Party Patent Rights or Know-How, other than Patent Rights (b) to license or Know-How licensed by 4DMT pursuant to the UCB Agreements, will be utilized in the conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of acquire rights from a Third Party Patent Rights or Know-How to be used or practiced solely in the Research Program. If the Parties mutually agree to use any inventions claimed connection with Exploitation of a Product hereunder, in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if each case where such use or incorporation would require the payment of additional consideration amounts to the a Third Party from which the or would impose other obligations or conditions with respect to such Exploitation (other than in connection with a settlement of an Infringement Claim pursuant to Section 8.5 (Claimed Infringement) (such licensed or acquired Patent Rights or Know-How referred to in (a) and (b), “Third Party Intellectual Property”), then the following shall apply: 7.5.1 Before using the Third Party Intellectual Property in connection with the Exploitation of a Product (or, in the case of clause (b) above, before licensing or acquiring such Third Party Intellectual Property), the Party proposing to use, incorporate, license or acquire such Third Party Intellectual Property (“Proposing Party”) shall notify the JSC in writing of the Third Party Intellectual Property and provide to the JSC a copy of the contract pursuant to which the Proposing Party licensed or acquired rights to such Third Party Intellectual Property (or, in the case of clause (b) above, any and all financial and other terms proposed by the potential Third Party that would apply if the Third Party Intellectual Property were licensed or acquired and applied to the applicable Product(s)) (such notice, the “Proposing Party Notice”); and 7.5.2 The JSC shall meet to discuss and determine, and shall notify the Proposing Party [***] after receipt of the Proposing Party Notice, whether it approves the use or incorporation of the Third Party Intellectual Property in the Exploitation of the applicable Product(s) in the Field under this Agreement. If the JSC approves the use of such Third Party Intellectual Property, the Parties shall be jointly responsible for all obligations under the contract pursuant to which such Third Party Intellectual Property was licensed or acquired that would accrue based on the practice of such Third Party Intellectual Property for purposes of the Exploitation of Products under this Agreement, provided that to the extent that any payments made by the Proposing Party under the applicable agreement to license or acquire Third Party Intellectual Property are not attributable to Exploiting Products under this Agreement in the U.S., Greater China or ▇▇▇▇▇▇▇ Territory (which determination shall be made by the Finance Working Group), but are attributable to the general licensing or acquisition of rights to such Third Party Intellectual Property, a reasonable portion of such amounts as determined by the Finance Working Group shall be allocated to the Exploitation of Products in the U.S., Greater China and ▇▇▇▇▇▇▇ Territory and taken into account in determining Pre-Tax Profit or Loss (for clarity, the Finance Working Group shall also allocate such amounts between the U.S. and ▇▇▇▇▇▇▇ Territory on the one hand, and Greater China on the other hand, to the extent such amounts are not specific to U.S. or ▇▇▇▇▇▇▇ Territory on the one hand, or Greater China on the other hand). Additionally, with respect to Third Party Intellectual Property, the rights to which have not yet been licensed or acquired, then the JSC may designate a Party to use Diligent Efforts to obtain such Patent Right rights under such Third Party Intellectual Property, with the terms of such license or Know-How shall be deemed under the Control of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually other agreement (economic or otherwise) to be subject to JSC approval. 7.5.3 Any amounts paid by 4DMT to any Third Party to license or acquire any Third Party Intellectual Property which the JSC has approved for use in the Exploitation of the Products under this Agreement pursuant to this Section 7.5 to the Third Party extent attributable to Exploiting Products in the Field in the U.S., Greater China or ▇▇▇▇▇▇▇ Territory (which amounts uniQure may offset or otherwise allocated thereto by the Finance Working Group pursuant to Section 6.4(c)(ii)7.5.2) with respect to (“Third Party IP Costs”) shall be taken into account in determining Pre-Tax Profit or Loss as provided in the Development, manufacture or Commercialization of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights to obtain from a Third Party, independent of 4DMT, a license or other right with respect to such Third Party’s Patent Rights or Know-HowFinancial Exhibit.

Third Party Intellectual Property. The conduct of activities under the Research Plan will may use Patent Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, subject to the terms and conditions of the UCB Agreements. 4DMT shall be solely responsible for all obligations under the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether any Third Party Patent Rights or Know-How, other than Patent Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, will be utilized in the conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of Third Party Patent Rights or Know-How in the Research Program. If the Parties mutually agree to use any inventions claimed in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if such use would require the payment of additional consideration to the Third Party from which the Patent Rights or Know-How was licensed or acquired, then such Patent Right or Know-How shall be deemed under the Control of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the Third Party (which amounts uniQure may offset pursuant to Section 6.4(c)(ii6.2(c)(ii)) with respect to the Development, manufacture or Commercialization of Royalty Bearing Compounds Constructs or Royalty Bearing Products. For clarity, nothing in this Section 3.6 3.4 shall limit uniQure’s rights to obtain from a Third Party, independent of 4DMT, a license or other right with respect to such Third Party’s Patent Rights or Know-How.

Third Party Intellectual Property. The conduct (a) Where the Supplier uses any Supplier Third Party Intellectual Property in connection with the provision of activities under the Research Plan will Services and such Third Party Intellectual Property cannot lawfully be used for the purposes of this Agreement without a licence to HSBC, other relevant Service Recipients and/or Authorised Users from such Third Party (or a sub-licence from the Supplier to HSBC, other relevant Service Recipients and/or Authorised Users), the Supplier shall secure or grant to HSBC, other relevant Service Recipients and Authorised Users (without charge and for the benefit of Service Recipients and Authorised Users save as set out in paragraph 1.1(e) of Appendix 5‑A Schedule 5 (Charges)) a royalty-free, non-exclusive licence or sub-licence to use Patent Rights or Know-How licensed the Third Party Intellectual Property for the provision of the Services (whether by 4DMT pursuant HSBC, any other Service Recipients, Authorised User and/or a Successor Supplier) upon terms that include the Extended Terms. All costs payable in respect of such licence during the term of this Agreement shall be to the UCB Agreements, subject to the terms and conditions account of the UCB Agreements. 4DMT shall be solely responsible for all obligations under the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether any Third Party Patent Rights or Know-How, other than Patent Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, will be utilized Supplier save as set out in the conduct paragraph 1.1(e) of activities under the Research Plan. 4DMT shall disclose to uniQure the details Appendix 5‑A of any restrictions on use or payment obligations of which Schedule 5 (Charges). (b) If it is aware reasonably necessary for the provision of the Services that would be triggered by such use of Third Party Patent Rights or Know-How in the Research Program. If the Parties mutually agree Supplier is licensed to use any inventions claimed HSBC Third Party Intellectual Property, HSBC shall secure or grant (without charge to the Supplier) a non-exclusive, royalty-free licence or sub-licence to use such RESTRICTED – Further Amended and Restated Global Outsourcing Services Agreement 43 HSBC Global Services (UK) Limited/GP Strategies Limited Further Amended and Restated Global Outsourcing Services Agreement ¨ 2018 HSBC Third Party Intellectual Property on terms to be notified to the Supplier by HSBC from time to time, for the purpose only of fulfilling the Supplier's obligations under this Agreement and only to the extent necessary for that purpose. The Supplier represents, warrants and undertakes to HSBC (on behalf of HSBC and each other relevant Service Recipient), not to use or otherwise deal with such HSBC Third Party Intellectual Property for any other purpose. (c) The parties acknowledge and agree that where the Supplier in accordance with a Service Order arranges for an employee of HSBC, other relevant Service Recipients and/or Authorised Users to attend or participate in a Course (whether at HSBC Premises, Third Party Supplier premises or electronically) where a Third Party Supplier or a Sub-Contractor uses its standard pre-existing Third Party Intellectual Property which has not been developed, configured or customised in any Patent Right way for HSBC, other relevant Service Recipients and/or Authorised Users (save for customisations to identify the date, location, event, HSBC, Service Recipient, Authorised User or other customisations which do not alter the Course in any substantive way), then, unless specified otherwise in a Service Order, the extent of the rights to use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if such use would require the payment of additional consideration to the relevant Third Party from Intellectual Property which the Patent Rights or Know-How was licensed or acquiredSupplier must secure for HSBC, then other relevant Service Recipients and/or Authorised Users is limited to such Patent Right or Know-How shall be deemed under rights as required to use and receive the Control benefit of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the relevant Third Party (which amounts uniQure may offset pursuant to Section 6.4(c)(ii)) with respect to Intellectual Property in the Developmentsame manner as would be expected for an attendee of the Course who is not an employee of HSBC, manufacture or Commercialization of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights to obtain from a Third Party, independent of 4DMT, a license or other right with respect to such Third Party’s Patent Rights or Know-Howrelevant Service Recipient and/or Authorised User.

Third Party Intellectual Property. The conduct With respect to any Third Party Information, inventions or Patents that are in-licensed or otherwise acquired by Licensor and fall within the definition of activities under the Research Plan will use Patent Rights or Licensor Background Know-How or Licensor Background Patents, including any Information, inventions or Patents that were in-licensed pursuant to an In-License Agreement (collectively, “Third Party Technology”), the following shall apply: 5.7.1 In the case of Third Party Technology in-licensed by 4DMT Licensor pursuant to the UCB Agreementsan Existing In-License Agreement, subject to the terms and conditions of the UCB Agreements. 4DMT (a) Licensor shall be solely responsible for all obligations under the UCB Agreementsany milestone payments, including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether any or other amounts that become owing to such Third Party Patent Rights or Know-How, other than Patent Rights or Know-How licensed by 4DMT pursuant at any time prior to the UCB AgreementsOption Exercise Date for the Collaboration Program for which such Existing In-License Agreement applies and (b) commencing on the Option Exercise Date for the Collaboration Program for which such Existing In-License Agreement applies, will Licensor shall be utilized in the conduct of activities under the Research Plan. 4DMT shall disclose (i) initially responsible for any royalties that become owing to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of Third Party Patent Rights solely by reason of AbbVie’s Commercialization of Licensed Products that use such Third Party Technology, and (ii) solely responsible for any milestone payments or Knowother non-How in royalty payments owing to such Third Party by reason of AbbVie’s Development or Commercialization of Licensed Products that use such Third Party Technology. [***]. 5.7.2 Licensor may [***]. 5.7.3 To the Research Program. If the Parties mutually agree extent that any such payments made by Licensor under an agreement to use any inventions claimed in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant acquire Third Party Technology are not specifically attributable to the UCB AgreementsExploitation of a Licensed Antibody or Licensed Product, and if such use would require the payment of additional consideration but are attributable to the acquisition of rights to both (a) Third Party from which Technology used for the Patent Rights Licensed Product or Know-How was licensed Licensed Antibody and (b) Third Party Technology or acquiredother technology used for other antibodies, then compounds or products, that portion of such Patent Right amounts attributable to the Exploitation of a Licensed Antibody or Know-How Licensed Products shall be deemed included in Development Costs or Allowable Expenses or reimbursed to Licensor by AbbVie and [***] may be deducted from royalties under the Control of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to Section 6.5.4(b) or [***] may be paid by 4DMT to the Third Party (which amounts uniQure may offset deducted from Net Sales pursuant to Section 6.4(c)(ii)) 1.209 for purposes of calculating ROW Profit, as applicable. *** Certain information in this agreement has been omitted and filed separately with respect to the Development, manufacture or Commercialization Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of Royalty Bearing Compounds or Royalty Bearing Products. a confidential treatment request. 5.7.4 For clarity, nothing in this regardless of whether Licensor has provided AbbVie with an option to do so pursuant to Section 3.6 shall limit uniQure’s rights 5.7.2, AbbVie or its Affiliates may choose to obtain from a enter into license agreements with Third PartyParties as necessary or useful for AbbVie and its Affiliates, independent of 4DMTand its and their Sublicensees to Develop, a license or other right with respect to such Third Party’s Patent Rights or Know-HowManufacture, and Commercialize Licensed Antibody and Licensed Products.

Third Party Intellectual Property. The conduct of activities under the Research Plan will use Patent Rights or Know-How licensed by 4DMT pursuant 4.1 Anything in this IP Agreement to the UCB Agreementscontrary notwithstanding, subject this IP Agreement shall not constitute an agreement to assign any Contract, or any claim, contractual obligation or authorization of a Governmental Authority, lease, commitment, sales, service or purchase order, or any claim, right or benefit arising thereunder or resulting therefrom, if this IP Agreement would be deemed an attempted assignment thereof without the terms required consent, approval or novation of a third party thereto and conditions would constitute a breach thereof, or in any way Adversely Affect the rights of Seller or Buyer thereunder. Buyer acknowledges that the ability of the UCB Agreementsparties to obtain the consents contemplated hereunder may be affected by a change in the dynamics of the relevant market resulting from the IP Agreement or the Asset Purchase and Sale Agreement. 4DMT Notwithstanding the foregoing, if such consent, approval or novation is not obtained, or if the consummation of this IP Agreement would Adversely Affect the rights of Seller thereunder so that Buyer would not in fact receive the benefit of all such rights, Seller shall be solely responsible cooperate with Buyer in any arrangement designed to provide for all obligations under the UCB Agreementsbenefits thereof to Buyer, including without limitation subcontracting, sublicensing or subleasing to Buyer or enforcement for the benefit of Buyer of any and all payments rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise; and royalties due thereunder. In developing any assumption by Buyer of obligations thereunder in connection with this IP Agreement which shall require the Research Planconsent, approval or novation of any third party shall be made subject to such consent, approval or novation being obtained. 4.2 To the Parties shall discuss whether any Third Party Patent Rights or Know-How, other than Patent Rights or Know-How licensed by 4DMT extent that costs are incurred to effect the transfer(s) contemplated in Section 4.1 and pursuant to Sections 2.6 and 5.2(b) of the UCB AgreementsAsset Purchase and Sale Agreement, will be utilized in the conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of Third Party Patent Rights or Know-How in the Research Program. If the Parties mutually agree to use any inventions claimed in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if such use would require the payment of additional consideration to the Third Party from which the Patent Rights or Know-How was licensed or acquired, then such Patent Right or Know-How costs shall be deemed under borne equally by Buyer and Seller. To Seller's Knowledge, such Intellectual Property rights of third parties that are nontransferable or require a third party's consent to transfer said rights includes the Control items listed in Schedule 3.1(e) of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the Third Party (which amounts uniQure may offset pursuant to Section 6.4(c)(ii)) with respect to the Development, manufacture or Commercialization of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights to obtain from a Third Party, independent of 4DMT, a license or other right with respect to such Third Party’s Patent Rights or Know-HowAsset Purchase and Sale Agreement.

Third Party Intellectual Property. The conduct of activities under the Research Plan will use Patent Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, subject to the terms and conditions of the UCB Agreements. 4DMT Acceleron shall be solely responsible for all obligations under the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether any not enter into an agreement with a Third Party Patent Rights to obtain a license under Third Party Intellectual Property that solely covers the offering for sale, selling, making, having made, using or Know-How, other than Patent Rights importing Licensed Compounds or Know-How licensed by 4DMT pursuant to the UCB Agreements, will be utilized Licensed Products in the conduct Field in the Territory (including rights of activities under a pending patent application that are reasonably expected to issue) without first offering Celgene the Research Plan. 4DMT shall disclose opportunity to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by contact such use of Third Party Patent Rights regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or Know-How importing Licensed Compounds or Licensed Products in the Research Program. If Field in the Parties mutually agree to use any inventions claimed in any Patent Right Territory but also covers Acceleron’s other products or use any Know-How that is licensed to compounds, Acceleron shall notify the Joint Development Committee or has been acquired by 4DMT other than pursuant to the UCB AgreementsJoint Commercialization Committee, and if such use would require the payment as applicable, of additional consideration to the Third Party from which Intellectual Property (a “Third Party Intellectual Property Notice”). With respect to such a license for such Third Party Intellectual Property that covers the Patent Rights offering for sale, selling, making, having made, using or Know-How was licensed importing Licensed Compounds or acquiredLicensed Products in the Field in the Territory, Acceleron may enter into the license for such Third Party Intellectual Property; provided that, if the Joint Development Committee or Joint Commercialization Committee, as applicable, determines that such Third Party Intellectual Property should be part of the Collaboration, then such Patent Right or Know-How the following shall be deemed under apply: (i) Acceleron shall keep Celgene fully informed of the Control status of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (which amounts uniQure ii) Celgene may offset pursuant to Section 6.4(c)(ii)) provide comments and suggestions with respect to the Development, manufacture or Commercialization negotiation of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights to obtain from a the agreement with the Third Party, independent and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of 4DMTthis Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such the Third Party Intellectual Property in the same way as the Salk License (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or other right importing Licensed Compounds or Licensed Products in the Field in the Territory, and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(b). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s Patent Rights or Know-Howreceipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Property.

Third Party Intellectual Property. The conduct Sangamo is not aware of, or, alternatively, has described in Schedule 7.2(d), any Patent Right or other intellectual property rights of activities under any Third Party that could materially adversely affect Sangamo’s ability to consummate the transactions contemplated hereby with respect to (1) the experiments contemplated in the BT Development Plan set forth in Exhibit A, (2) the Core Technology or (3) Zinc Finger Proteins that Specifically Bind a Gene Target (collectively, the “Initial Subject Matter”). If after the Effective Date, Biogen Idec notifies Sangamo that it is interested in amending a Research and Development Plan will use to research or develop a TALE Protein or CRISPR/Cas system that Specifically Binds a Gene Target, then at Biogen Idec’s request, Sangamo shall disclose to Biogen Idec all Patent Rights and other intellectual property rights of any Third Party of which Sangamo is then aware that could materially adversely affect Sangamo’s ability to perform such amended Research and Development Plan to TALE Proteins or Know-How licensed by 4DMT CRISPR/Cas systems, respectively, that Specifically Bind a Gene Target. Sangamo’s disclosure pursuant to the UCB Agreementspreceding sentence shall (x) constitute a representation of Sangamo under this Agreement as of the date of such disclosure and (y) be deemed incorporated herein by reference and a part of this Agreement. To Sangamo’s knowledge, subject except as identified in Schedule 7.2(d), (i) the exercise of Biogen Idec’s rights granted under and contemplated by this Agreement with respect to the terms and conditions of the UCB Agreements. 4DMT shall be solely responsible for all obligations under the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether Initial Subject Matter will not infringe or conflict with any Third Party Patent Rights intellectual property rights and will not result in any obligation by Biogen Idec to any Third Party, and (ii) there are no pending Third Party patent applications which, if issued with the currently pending or Know-Howpublished claims, other than Patent Rights or Know-How licensed would materially adversely affect the right of Biogen Idec to practice the Licensed Technology as contemplated by 4DMT pursuant this Agreement with respect to the UCB Agreements, will be utilized in the conduct of activities under the Research PlanInitial Subject Matter. 4DMT shall disclose Sangamo has disclosed to uniQure the details of any restrictions on use or payment obligations Biogen Idec all information of which it is aware or which is in its possession or control that would be triggered by such use of is material to evaluating any Third Party Patent Rights or Know-How intellectual property rights which might be an obstacle to Biogen Idec’s commercialization of the Licensed Technology to the extent related to the Initial Subject Matter. Sangamo agrees to promptly notify Biogen Idec in writing in the Research Program. If event that Sangamo becomes aware of any patent, trade secret or other right of the Parties mutually agree nature referred to use any inventions claimed in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if such use would require the payment of additional consideration to the Third Party from which the Patent Rights or Know-How was licensed or acquired, then such Patent Right or Know-How shall be deemed under the Control of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the Third Party (which amounts uniQure may offset pursuant to Section 6.4(c)(ii)) with respect to the Development, manufacture or Commercialization of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights to obtain from a Third Party, independent 7.2(d). For the avoidance of 4DMTdoubt, a license disclosure of any item or other right with respect matter in Schedule 7.2(d) is not an admission or indication that such item or other matter is required to such be disclosed, or an admission of any current or potential obligation or liability to any Third Party’s Patent Rights Party or Know-Howof any actual or potential breach or violation of any law or regulation.

Third Party Intellectual Property. The conduct of activities under Buyer and the Research Plan will Surviving Corporation understand that certain rights and licenses to use Patent Rights or Know-How licensed Third Party Intellectual Property are required to provide Transition Services, and that, except as specifically contemplated by 4DMT pursuant to the UCB Agreements, subject to the terms and conditions Section 5.20(b) of the UCB Agreements. 4DMT shall be solely responsible for all obligations under the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research PlanMerger Agreement, the Parties Surviving Corporation shall discuss whether any not be entitled to have possession of or use the Company’s or its Subsidiaries’ Third Party Patent Rights Intellectual Property after Closing unless the Surviving Corporation or Know-Howits Affiliates have separate licenses from the third parties. As a result: (i) Supplier or its Affiliates shall, other than Patent Rights or Know-How licensed by 4DMT pursuant to within 90 calendar days of the UCB Agreementsdate hereof, will be utilized in the conduct provide Buyer with (i) a list of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of Third Party Patent Rights or Know-How in the Research Program. If the Parties mutually agree to use any inventions claimed in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if such use would require the payment of additional consideration to the Third Party from which Intellectual Property required to provide Transition Services (identifying, where applicable, specific product names, version numbers, quantities required (e.g., number of licensed seats, CPUs or MIPS, as applicable) and maintenance and support levels), (ii) a reasonable approximation of the Patent Rights or Know-How was licensed or acquiredlicense fees, then such Patent Right or Know-How shall be deemed under the Control of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the Third Party (which amounts uniQure may offset pursuant to Section 6.4(c)(ii)) annual maintenance and support costs with respect to the Developmenteach item of such Third Party Intellectual Property, manufacture and (iii) identification of any consents, rights or Commercialization of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights licenses that would need to obtain from a Third Party, independent of 4DMT, a license or other right be obtained with respect to such Third PartyParty Intellectual Property in order to provide Transition Services; (ii) Buyer shall, during the 30 calendar days following receipt of such list, notify Supplier in one or more written notifications as to particular items of listed Third Party Intellectual Property that it approves for licensing (such approved Third Party Intellectual Property, the “Approved Third Party Intellectual Property”), it being understood that if Buyer does not notify Supplier of its approval with respect to a particular item of Third Party Intellectual Property within such 30-day period, it shall be deemed to have not approved such item of Third Party Intellectual Property and in such event, the conditions set forth in Section 5.3 shall not have been satisfied with respect to such item of Third Party Intellectual Property; and (iii) Supplier or its Affiliates shall, during a 60 calendar day period after obtaining Buyer’s Patent Rights approval with respect to a particular item of Approved Third Party Intellectual Property, promptly commence commercially reasonable efforts to obtain, if necessary, at Buyer’s sole cost and expense, any necessary rights or Knowlicenses to use such Approved Third Party Intellectual Property to provide Transition Services to the Surviving Corporation. In connection with obtaining the necessary rights or licenses to use the Approved Third Party Intellectual Property, the Supplier agrees to request in writing from the third party, to the extent requested by Buyer, (x) a provision in the license agreement that permits early termination of such license without penalty; (y) a provision in the license agreement that permits assignment of the license and any pre-Howpaid maintenance and support to Surviving Corporation or its Affiliates without additional payments; and (z) the waiver of fees for the right to use Approved Third Party Intellectual Property already in possession of Supplier or its Affiliates for the benefit of Surviving Corporation during the term hereof. It is agreed and understood that the Supplier shall have no obligation to undertake negotiations with respect to the requests to be made pursuant to clauses (x), (y) and (z) of this Section 5.1(iii); provided that Supplier shall use commercially reasonable efforts to communicate to Buyer any counter offers made by such third party and Buyer may negotiate directly with such third party with respect to such counter offers; provided further that such negotiations shall be completed prior to the end of such 60 calendar day period. Surviving Corporation agrees to cooperate as reasonably necessary to assist Supplier with obtaining such licenses. Supplier shall not obtain Third Party Intellectual Property in connection with the provision of Transition Services if it knows that the Buyer or Surviving Corporation already has (or will have immediately following Closing) rights to such Third Party Intellectual Property.

Third Party Intellectual Property. The conduct (i) In the event that either SCRAS or Licensee becomes aware of activities under any claim or potential claim that the Research Plan will use Patent practice by either SCRAS or Licensee of Licensors IP Rights hereunder infringes the intellectual property rights of any third party, such Party shall promptly notify the other Party. As between SCRAS and Licensee, SCRAS shall have the first right, but not the obligation, to defend the Parties against any claim by a third party that the Development, use, sale, offer for sale, export or Know-How licensed by 4DMT import of Licensed Product in the Territory infringes third party intellectual property rights. Licensee shall have the right to participate in the defense of such claim but shall not take any position inconsistent with SCRAS’s position on such issues. In the event that SCRAS chooses in its sole discretion not to defend such suit, Licensee shall have the right but not the obligation to defend such suit. Licensee shall not settle any action pursuant to this Section without SCRAS’s consent, such consent not to be unreasonably withheld. (ii) If Licensee would be prevented from developing, manufacturing using, selling or importing the UCB AgreementsLicensed Product in any country of the Territory on the grounds that by doing so Licensee would infringe a Dominating Patent held by a third party in said country and Licensee licenses rights to such Dominating Patent in said country, then [*] percent ([*]%) of any royalties on Licensed Product sales paid by Licensee to such third party in any Calendar Year in such country with respect to [*]= 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. such Dominating Patent shall be deducted from any royalty payments payable to SCRAS and/or BIP, as the case may be, by Licensee in such Calendar Year (the “Royalty Reduction”), provided, however, that (i) Licensors have been informed of the Dominating Patent and has had an opportunity to provide input on any related discussion of whether to license such Dominating Patent and negotiation of royalty rates; and (ii) subject to the terms warranties and conditions representations made by Licensors under Section 11.1 of this Agreement, the amount of the UCB AgreementsRoyalty Reduction in any Calendar Year shall not exceed [*] percent ([*]%) of the royalties (the “Royalty Reduction Cap”) that would have otherwise been payable by Licensee to Licensors for such Calendar Year and for such country. 4DMT Any amount of the Royalty Reduction which is not offset against royalty payments due to Licensors (because it exceeds the Royalty Reduction Cap) shall be solely responsible for all obligations under carried forward to and deducted in subsequent Calendar Years until the UCB Agreements, including any and all payments and royalties due thereunderexpiration date of the term. In developing the Research Plan, the The Parties shall discuss whether any Third Party Patent Rights or Know-Hownegotiate in good faith the consequences of several Dominating Patents, other than Patent Rights or Know-How licensed by 4DMT pursuant if and when such several Dominating Patents come to the UCB Agreements, will be utilized in attention of the conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of Third Party Patent Rights or Know-How in the Research Program. If the Parties mutually agree to use any inventions claimed in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if such use would require the payment of additional consideration to the Third Party from which the Patent Rights or Know-How was licensed or acquired, then such Patent Right or Know-How shall be deemed under the Control of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the Third Party (which amounts uniQure may offset pursuant to Section 6.4(c)(ii)) with respect to the Development, manufacture or Commercialization of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights to obtain from a Third Party, independent of 4DMT, a license or other right with respect to such Third Party’s Patent Rights or Know-HowParties.

Third Party Intellectual Property. A. The conduct of activities license granted to Roche hereunder includes sublicenses under Third Party Intellectual Property licensed to Sangamo under agreements with Third Parties (“Third Party Licenses”). The Third Party Licenses existing on the Effective Date are identified in Exhibit C. The Commercial License granted to Roche hereunder is subject to certain rights retained under the Research Plan will use Patent Rights Third Party Licenses by the respective licensors, as set forth in Exhibit D. B. In the event that Roche desires to license from Third Parties any Third Party Intellectual Property, Roche shall so notify Sangamo in writing. No later than thirty (30) days following Sangamo’s receipt of such notification, Sangamo shall inform Roche in writing whether or Know-How licensed by 4DMT pursuant not Sangamo intends to the UCB Agreementspursue a license under such Third Party Intellectual Property. During such thirty (30) day period, subject and thereafter if Sangamo informs Roche in writing that it intends to the terms and conditions pursue a such a license, Roche hereby covenants that it shall not itself [***]. During any period that Sangamo is pursuing a license under this Section 3.5 B, Sangamo shall keep Roche reasonably informed of the UCB Agreements. 4DMT status of any negotiations relating thereto. C. With respect to Third Party Intellectual Property licensed to Sangamo under Third Party Licenses (whether existing on the Effective Date or entered into after the Effective Date by Sangamo), Sangamo shall be solely responsible for all obligations under any royalties or other payments due in relation to such Third Party Intellectual Property as a result of the UCB Agreements, including any and all payments and royalties due thereunder. In developing grant of the Research Planlicenses to Roche hereunder, the Parties practice of such licenses by Roche, its Affiliates, licensees, and sub-licensees, and the sale of Therapeutic Products and Diagnostic Products hereunder. Roche shall discuss whether be solely responsible for any royalties or other payments due in relation to any Third Party Patent Rights Intellectual Property obtained by Roche in accordance with Section 3.5 B or Know-Howany other licenses from Third Parties that Roche determines, other than Patent Rights in its sole discretion, are required in order to lawfully conduct its activities under this Agreement or Know-How licensed by 4DMT pursuant to make, use, sell, offer for sale, or import Therapeutic Products or Diagnostic Products; provided, however, that Roche shall be entitled to the UCB Agreementscredit set forth in Section 4.10, will be utilized in the conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of Third Party Patent Rights or Know-How in the Research Program. If the Parties mutually agree to use any inventions claimed in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if such use would require the payment of additional consideration to the Third Party from which the Patent Rights or Know-How was licensed or acquired, then such Patent Right or Know-How shall be deemed under the Control of 4DMT, provided that uniQure expressly agrees in writing to bear extent any such additional consideration actually to be paid by 4DMT to the Third Party (which amounts uniQure may offset pursuant to Section 6.4(c)(ii)) with respect to the Development, manufacture or Commercialization of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights to obtain from a Third Party, independent of 4DMT, a license royalties or other right with respect to such Third Party’s Patent Rights or Know-Howpayments by Roche satisfy the requirements set forth therein.

Third Party Intellectual Property. The conduct of activities under the Research Plan will use Patent Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, subject to the terms and conditions of the UCB Agreements. 4DMT (a) Targacept shall be solely financially responsible for satisfying in full all obligations under the UCB Agreementscosts, including any fees and payments of all types and kinds, including, without limitation, upfront payments, annual payments, milestone payments and royalties due thereunder. In developing royalty payments (collectively, “Third Party Intellectual Property License Fees”) that are or may be owed under one or more licenses from a Third Party for intellectual property (“Third Party Intellectual Property Licenses”) if such licenses (i) are Controlled by Targacept and existing as of the Research PlanEffective Date, regardless of the Parties type of intellectual property involved, or (ii) are unanimously identified by the Joint Patent Committee prior to the exercise by GSK of its Program Option for a given Program as being licenses that are necessary for the successful Development or commercialization of Licensed Products under such Program. (b) GSK shall discuss whether not have any obligation whatsoever with respect to any Third Party Patent Rights or Know-How, other than Patent Rights or Know-How licensed by 4DMT pursuant Intellectual Property License Fees specifically relating to the UCB Agreements, will be utilized in the conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of Third Party Patent Rights or Know-How in the Research Program. If the Parties mutually agree to use any inventions claimed in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if such use would require the payment of additional consideration to the Third Party from which the Patent Rights or Know-How was licensed or acquired, then such Patent Right or Know-How shall be deemed under the Control of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the Third Party (which amounts uniQure may offset pursuant to Section 6.4(c)(ii)) Intellectual Property Licenses obtained with respect to sales of Refused Candidate Products or Returned Licensed Products sold by Targacept, its Affiliates or Sublicensees as permitted hereunder. It is contemplated that any such payments would be made by Targacept directly to the Developmentrelevant Third Party in accordance with the provisions of the applicable Third Party Intellectual Property Licenses. (c) Except as described in Section 6.8(a) or (b) or in Section 6.9, to the extent that after GSK exercises its Program Option for a given Program, either GSK or the Joint Patent Committee identifies other patents, know-how, or other intellectual property owned or Controlled by a Third Party and covering or claiming any Product Candidate or Licensed Product in such Program or the manufacture or Commercialization of Royalty Bearing Compounds use thereof in the Field, where one or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights more Third Party Intellectual Property Licenses is reasonably considered by GSK necessary to obtain prevent GSK from a Third Party, independent of 4DMT, a license or other right with respect to infringing such Third Party’s Patent Rights Patents by the manufacture, use, import or Know-Howsale of the Product Candidate or Licensed Product in the Field, GSK and Targacept shall (i) cooperate in good faith to negotiate a reasonable Third Party Intellectual Property License with such Third Party and (ii) [********] such Third Party Intellectual Property License Fees, provided however, that, with respect to any Licensed Product, GSK shall pay all such Third Party Intellectual Property License Fees but shall have the right to deduct [********] percent ([********]%) [********] of such Third Party Intellectual Property License Fees paid for any Calendar Quarter from the otherwise applicable royalties payable to Targacept for such Calendar Quarter, except that in no event shall the royalties otherwise payable to Targacept for any Calendar Quarter be reduced by more than [********] percent ([********]%). GSK shall have the right to carry forward and apply any such unused offset or deduction to which GSK is entitled against royalties payable to Targacept for future Calendar Quarters until the full amount of offset or deduction to which GSK is entitled is fully satisfied.

Third Party Intellectual Property. The conduct of activities under the Research Plan will use Patent Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, subject to the terms and conditions of the UCB Agreements. 4DMT Acceleron shall be solely responsible for all obligations under the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether any not enter into an agreement with a Third Party Patent Rights to obtain a license under Third Party Intellectual Property that solely covers the offering for sale, selling, making, having made, using or Know-How, other than Patent Rights importing Licensed Compounds or Know-How licensed by 4DMT pursuant to the UCB Agreements, will be utilized Licensed Products in the conduct Field in the Territory (including rights of activities under a pending patent application that are reasonably expected to issue) without first offering Celgene the Research Plan. 4DMT shall disclose opportunity to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by contact such use of Third Party Patent Rights regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or Know-How importing Licensed Compounds or Licensed Products in the Research Program. If Field in the Parties mutually agree to use any inventions claimed in any Patent Right Territory but also covers Acceleron’s other products or use any Know-How that is licensed to compounds, Acceleron shall notify the Joint Development Committee or has been acquired by 4DMT other than pursuant to the UCB AgreementsJoint Commercialization Committee, and if such use would require the payment as applicable, of additional consideration to the Third Party from which Intellectual Property (a “Third Party Intellectual Property Notice”). With respect to such a license for such Third Party Intellectual Property that covers the Patent Rights offering for sale, selling, making, having made, using or Know-How was licensed importing Licensed Compounds or acquiredLicensed Products in the Field in the Territory, Acceleron may enter into the license for such Third Party Intellectual Property; provided that, if the Joint Development Committee or Joint Commercialization Committee, as applicable, determines that such Third Party Intellectual Property should be part of the collaboration, then such Patent Right or Know-How the following shall be deemed under apply: (i) Acceleron shall keep Celgene fully informed of the Control status of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the negotiations with the Third Party and provide Celgene with copies of all draft agreements; (which amounts uniQure ii) Celgene may offset pursuant to Section 6.4(c)(ii)) provide comments and suggestions with respect to the Development, manufacture or Commercialization negotiation of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights to obtain from a the agreement with the Third Party, independent and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of 4DMTthis Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or other right importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s Patent Rights or Know-Howreceipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Property.

Third Party Intellectual Property. 17.1 The conduct of activities under Licensee must immediately notify the Research Plan will use Patent Rights Licensor if it: (a) becomes aware that a Third Party is infringing or Know-How licensed by 4DMT pursuant threatening to the UCB Agreements, subject to the terms and conditions infringe any of the UCB Agreements. 4DMT shall be solely responsible for all obligations under Intellectual Property Rights in the UCB AgreementsBrand, Materials, Methodology or Deliverables or has disclosed or is threatening to disclose any Confidential Information (including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether any Third Party Patent Rights or Methodology Know-How) (Third Party Infringement); or (b) receives a notice of a claim or assertion that use of the Brand, Materials, Methodology or Deliverables or any other than Patent item provided to the Licensee under this agreement is infringing a Third Party’s Intellectual Property Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, will be utilized in the otherwise constitutes misleading or deceptive conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of passing off (Third Party Patent Rights or Know-How in Claim). 17.2 In the Research Programevent that a Third Party Infringement arises if the Licensor thinks fit, the Licensor will take action to stop the Third Party Infringement. If the Parties mutually agree Licensor takes such action the Licensee must provide the Licensor with its reasonable cooperation to use assist the Licensor, including providing any inventions claimed in any Patent Right documentation or use any Know-How that is licensed testimony the Licensor may reasonably require to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if such use would require the payment of additional consideration to stop the Third Party from Infringement, at Licensor’s sole expenses. 17.3 In the event of a Third Party Claim, the Licensor shall indemnify and hold harmless the Licensee, the Client(s) and/or any of Licensee’s or Client(s)’s Officers against all damages and reasonable costs and expenses (including reasonable attorneys’ fees) which the Patent Rights Licensee, the Client(s) and/or License’s or KnowClient(s)’s Officers may be ordered to pay on the basis of such an allegation by a final judicial decision or resulting from a settlement agreement. Licensor and the Licensee shall jointly control the defence of the Licensee, the Client(s) and/or any of the Licensee’s and/or Client(s)’s Officers within the framework of such Third Party Claim. 17.4 If a Third Party Claim is raised the Licensor may, at its discretion: (a) replace or modify the Brand, Materials, or Deliverables to make them non- infringing; (b) secure the right to continue to use the Brand, Materials, or Deliverables; or (c) elect to terminate this agreement immediately upon written notice to the Licensee in which case the Licensor will refund to the Licensee, on a pro-How was licensed or acquiredrata basis the Royalty and GTPL Services Fee and Charges, then such Patent Right or Know-How shall be deemed under as the Control of 4DMTcase may be, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the Third Party (which amounts uniQure may offset pursuant to Section 6.4(c)(ii)) with respect to the Development, manufacture or Commercialization of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in Licensee under this Section 3.6 shall limit uniQure’s rights to obtain from a Third Party, independent of 4DMT, a license or other right with respect to such Third Party’s Patent Rights or Know-Howagreement.

Third Party Intellectual Property. The conduct Acceleron shall not enter into an agreement with a Third Party to obtain a license under Third Party Intellectual Property that solely covers the offering for sale, selling, making, having made, using or importing Licensed Compounds or Licensed Products in the Field in the Territory (including rights of activities under a pending patent application that are reasonably expected to issue) without first offering Celgene the Research Plan will use Patent Rights or Know-How licensed by 4DMT pursuant opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the UCB Agreementsoffering for sale, subject to the terms and conditions selling, making, (i) Acceleron shall keep Celgene fully informed of the UCB Agreements. 4DMT shall be solely responsible for all obligations under status of the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether any Third Party Patent Rights or Know-How, other than Patent Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, will be utilized in the conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of Third Party Patent Rights or Know-How in the Research Program. If the Parties mutually agree to use any inventions claimed in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if such use would require the payment of additional consideration to negotiations with the Third Party from which the Patent Rights or Know-How was licensed or acquired, then such Patent Right or Know-How shall be deemed under the Control and provide Celgene with copies of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the Third Party all draft agreements; (which amounts uniQure ii) Celgene may offset pursuant to Section 6.4(c)(ii)) provide comments and suggestions with respect to the Development, manufacture or Commercialization negotiation of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights to obtain from a the agreement with the Third Party, independent and Acceleron shall reasonably consider all comments and suggestions reasonably recommended by Celgene; (iii) Acceleron shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Celgene in accordance with the terms of 4DMTthis Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Acceleron Know-How or Acceleron Patent Rights hereunder and treating the agreement licensing such Third Party Intellectual Property in the same way as the Third Party Licenses (including as provided in Section 4.5), except for payment obligations; provided that, if Acceleron is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Acceleron shall promptly so notify Celgene and shall exclude from any such license that Acceleron obtains the offering for sale, selling, making, having made, using or other right importing Licensed Compounds or Licensed Products in the Field in the Territory; and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Licensed Compounds or Licensed Products to be treated as either Development Costs or Operating Costs, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Licensed Compounds or Licensed Products shall be treated as Development Costs, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Licensed Products shall be treated as royalties paid to Third Parties pursuant to Section 5.6.3(c). In the event that Acceleron delivers to Celgene a Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Celgene will not directly or indirectly (other than through Acceleron pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Acceleron decides to not pursue a license to such Third Party Intellectual Property that covers a Licensed Compound or Licensed Product (in which event, Acceleron will promptly notify Celgene of such decision), (2) Acceleron notifies Celgene that Acceleron is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Celgene was already in discussions with such Third Party prior to Celgene’s Patent Rights or Know-Howreceipt of the Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Property.

Third Party Intellectual Property. The conduct (i) In the event that a Party becomes aware of activities under any claim or potential claim that the Research Plan will use Patent practice by either Party of Licensor IP Rights or Know-How licensed by 4DMT pursuant hereunder infringes the intellectual property rights of any third party, such Party shall promptly notify the other Party. As between the Parties, Licensor shall have the first right, but not the obligation, to the UCB Agreements, subject to the terms and conditions of the UCB Agreements. 4DMT shall be solely responsible for all obligations under the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research Plan, defend the Parties shall discuss whether against any Third Party Patent Rights or Know-How, other than Patent Rights or Know-How licensed claim by 4DMT pursuant to the UCB Agreements, will be utilized in the conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware a third party that would be triggered by such use of Third Party Patent Rights or Know-How in the Research Program. If the Parties mutually agree to use any inventions claimed in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if such use would require the payment of additional consideration to the Third Party from which the Patent Rights or Know-How was licensed or acquired, then such Patent Right or Know-How shall be deemed under the Control of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the Third Party (which amounts uniQure may offset pursuant to Section 6.4(c)(ii)) with respect to the Development, manufacture use, sale, offer for sale, export or Commercialization import of Royalty Bearing Compounds or Royalty Bearing ProductsLicensed Product in the Territory infringes third party intellectual property rights. For clarityLicensee shall have the right to participate in the defense of such claim but shall not take any position inconsistent with Licensor’s position on such issues. In the event that Licensor chooses in its sole discretion not to defend such suit, nothing in Licensee shall have the right but not the obligation to defend such suit. Licensee shall not settle any action pursuant to this Section 3.6 shall limit uniQurewithout Licensor’s consent, such consent not to be unreasonably withheld. (ii) If Licensee would be prevented from developing, manufacturing using, selling or importing the Licensed Product in any country of the Territory on the grounds that by doing so they would infringe a Dominating Patent held by a third party in said country and Licensee licenses rights to obtain from a Third Partysuch Dominating Patent in said country, independent then [*] percent ([*]%) of 4DMT, a license or other right any royalties on Licensed Product sales paid by Licensee to such third party in any Calendar Year in such country with respect to such Third Party’s Dominating Patent Rights or Knowshall be deducted from any royalty payments payable to Licensor by Licensee in such Calendar Year (the “Royalty Reduction”), provided, however, that (i) Licensor has been informed of the Dominating Patent and has had an [*] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. opportunity to provide input on any related discussion of whether to license such Dominating Patent and negotiation of royalty rates; and (ii) subject to the warranties and representations made by Licensor under Section 11.1 of this Agreement, the amount of the Royalty Reduction in any Calendar Year shall not exceed [*] percent ([*]%) of the royalties (the “Royalty Reduction Cap”) that would have otherwise been payable by Licensee to Licensor for such Calendar Year and for such country. Any amount of the Royalty Reduction which is not offset against royalty payments due to Licensor (because it exceeds the Royalty Reduction Cap) shall be carried forward to and deducted in subsequent Calendar Years until the expiration date of the term. The Parties shall negotiate in good faith the consequences of several Dominating Patents if and when such several Dominating Patents come to the attention of the Parties. Notwithstanding any royalty reduction provided in this Section 8.2.3(ii), in no event shall any royalty on Net Sales payable to Licensor by Licensee be reduced below a minimum equal to the GNE Royalty on such Net Sales, which minimum royalty is referred to herein as the “Royalty Floor.” As used herein, with respect to a given amount of Net Sales the GNE Royalty means whatever percent of Net Sales Licensor owes as a royalty to GNE pursuant to on G.2 of the GNE ex-HowUS License. To demonstrate how the Royalty Floor mechanism is intended to operate pursuant to this Section 8.2.3(ii), a hypothetical calculation (for purposes of example only, and not limitation) is provided in the example below, assuming the amount of Net Sales in Euros is then converted into US dollars.

Third Party Intellectual Property. The conduct Celgene shall not enter into an agreement with a Third Party to obtain a license under Third Party Intellectual Property that solely covers the offering for sale, selling, making, having made, using or importing Sotatercept Licensed Compounds or Sotatercept Licensed Products in the PH Field in the Territory (including rights of activities under a pending patent application that are reasonably expected to issue) without first offering Acceleron the Research Plan will use Patent Rights opportunity to contact such Third Party regarding entering into such agreement directly. With respect to Third Party Intellectual Property that covers the offering for sale, selling, making, having made, using or Know-How licensed by 4DMT pursuant to importing Sotatercept Licensed Compounds or Sotatercept Licensed Products in the UCB Agreements, subject to PH Field in the terms and conditions Territory but also covers Celgene’s other products or compounds (including Sotatercept Licensed Compounds or Sotatercept Licensed Products outside of the UCB Agreements. 4DMT PH Field), Celgene shall be solely responsible for all obligations under notify the UCB AgreementsJoint Development Committee or Joint Commercialization Committee, including any and all payments and royalties due thereunder. In developing the Research Planas applicable, the Parties shall discuss whether any Third Party Patent Rights or Know-How, other than Patent Rights or Know-How licensed by 4DMT pursuant to the UCB Agreements, will be utilized in the conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of Third Party Patent Rights or Know-How in the Research Program. If the Parties mutually agree to use any inventions claimed in any Patent Right or use any Know-How that is licensed to or has been acquired by 4DMT other than pursuant to the UCB Agreements, and if such use would require the payment of additional consideration to the Third Party from which Intellectual Property (a “PH Field Third Party Intellectual Property Notice”). With respect to such a license for such Third Party Intellectual Property that covers the Patent Rights offering for sale, selling, making, having made, using or Know-How was licensed importing Sotatercept Licensed Compounds or acquiredSotatercept Licensed Products in the PH Field in the Territory, Celgene may enter into the license for such Third Party Intellectual Property; provided that, if the Joint Development Committee or Joint Commercialization Committee, as applicable, determines that such Third Party Intellectual Property should be part of the Collaboration, then such Patent Right or Know-How the following shall be deemed under apply: (i) Celgene shall keep Acceleron fully informed of the Control status of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the negotiations with the Third Party and provide Acceleron with copies of all draft agreements; (which amounts uniQure ii) Acceleron may offset pursuant to Section 6.4(c)(ii)) provide comments and suggestions with respect to the Development, manufacture or Commercialization negotiation of Royalty Bearing Compounds or Royalty Bearing Products. For clarity, nothing in this Section 3.6 shall limit uniQure’s rights to obtain from a the agreement with the Third Party, independent and Celgene shall reasonably consider all comments and suggestions reasonably recommended by Acceleron; (iii) Celgene shall use Commercially Reasonable Efforts to ensure that such Third Party Intellectual Property is sublicensable to Acceleron in accordance with the terms of 4DMTthis Agreement, treating (unless otherwise agreed by the Parties) the Third Party Intellectual Property as Celgene Know-How or Celgene Patent Rights hereunder, except for payment obligations; provided that, if Celgene is not able to obtain a license from such Third Party that is sublicensable in accordance with this clause (iii), then Celgene shall promptly so notify Acceleron and shall exclude from any such license that Celgene obtains the offering for sale, selling, making, having made, using or other right importing Sotatercept Licensed Compounds or Sotatercept Licensed Products in the PH Field in the Territory, and (iv) the Parties shall allocate the Third Party Intellectual Property Costs, unless otherwise agreed, as follows: (x) the Parties shall determine in good faith an allocation of upfront payments and intellectual property acquisition fees paid to any such Third Party with respect to Sotatercept Licensed Compounds or Sotatercept Licensed Products in the PH Field for which Acceleron shall be responsible, (y) development milestone payments owed to such Third Party that are required to be paid as a result of the Development of Sotatercept Licensed Compounds or Sotatercept Licensed Products in the PH Field shall be borne by Acceleron, and (z) sales milestone payments and royalties owed to such Third Party that are required to be paid as a result of sales of Sotatercept Licensed Products in the PH Field shall be treated as royalties paid to Third Parties pursuant to Section 5.7.3(b). In the event that Celgene delivers to Acceleron a PH Field Third Party Intellectual Property Notice and pursues a license to the applicable Third Party Intellectual Property from such Third Party, Acceleron will not directly or indirectly (other than through Celgene pursuant to this Agreement) pursue a license to such Third Party Intellectual Property unless (1) Celgene decides to not pursue a license to such Third Party Intellectual Property that covers a Sotatercept Licensed Compounds or Sotatercept Licensed Products in the PH Field (in which event, Celgene will promptly notify Acceleron of such decision), (2) Celgene notifies Acceleron that Celgene is not able to obtain a sublicensable license in accordance with clause (iii) of the third sentence of this Section, or (3) Acceleron was already in discussions with such Third Party prior to Acceleron’s Patent Rights or Know-Howreceipt of the PH Field Third Party Intellectual Property Notice regarding licensing such Third Party Intellectual Property.

Third Party Intellectual Property. The conduct of activities under Solely to the Research Plan will use Patent Rights extent allowed (without Conexant or Know-How licensed by 4DMT any Conexant Subsidiary being required to pay any royalty or other fee to a third party) by, and subject to all applicable terms, conditions, limitations and requirements of, any Contract pursuant to the UCB Agreements, subject to the terms and conditions of the UCB Agreements. 4DMT shall be solely responsible for all obligations under the UCB Agreements, including any and all payments and royalties due thereunder. In developing the Research Plan, the Parties shall discuss whether any Third Party Patent Rights or Know-How, other than Patent Rights or Know-How licensed which Intellectual Property owned by 4DMT pursuant to the UCB Agreements, will be utilized in the conduct of activities under the Research Plan. 4DMT shall disclose to uniQure the details of any restrictions on use or payment obligations of which it is aware that would be triggered by such use of Third Party Patent Rights or Know-How in the Research Program. If the Parties mutually agree to use any inventions claimed in any Patent Right or use any Know-How that a third party is licensed to Conexant or has been acquired by 4DMT other than pursuant any Conexant Subsidiary, Conexant, on behalf of itself and the Conexant Subsidiaries, hereby grants to the UCB AgreementsMindspeed Group a nonexclusive, worldwide, irrevocable (except as provided in Section 5.03(a)(vi)), royalty-free sublicense, without the right to assign or grant further sublicenses except as provided in Sections 5.03(a)(iii) and if (iv), under such use would require the payment of additional consideration to the Third Party from which the Patent Rights or Knowthird-How was licensed or acquiredparty Intellectual Property, then such Patent Right or Know-How shall be deemed under the Control of 4DMT, provided that uniQure expressly agrees in writing to bear any such additional consideration actually to be paid by 4DMT to the Third Party (which amounts uniQure may offset pursuant to Section 6.4(c)(ii)A) with respect to any copyrighted work included in such third-party Intellectual Property, to reproduce, display, distribute and prepare derivative works of such copyrighted work; and (B) to make, have made (including by third-party contract manufacturers), use, import, sell, offer for sale, and otherwise dispose of Mindspeed Products and to practice any process involved in the Developmentuse or manufacture thereof. If, manufacture at any time after the Time of Distribution, Mindspeed becomes aware of any Intellectual Property owned by a third party that was licensed to Conexant or Commercialization a Conexant Subsidiary as of Royalty Bearing Compounds the Time of Distribution and that Conexant or Royalty Bearing Products. For claritythe Conexant Subsidiary had (at the Time of Distribution) and continues to have the right to sublicense to the Mindspeed Group (or any portion thereof) without being required to pay any royalty or other fee to the third party, nothing in this Section 3.6 shall limit uniQure’s rights but that was not effectively sublicensed to obtain from the Mindspeed Group pursuant to the previous sentence, then at Mindspeed's written request, Conexant will grant, or (provided that the relevant Conexant Subsidiary is at the time a Third Partywholly-owned subsidiary of Conexant) cause the Conexant Subsidiary to grant, independent of 4DMTto the Mindspeed Group (or if sublicensing to the entire Mindspeed Group is not allowed, to a portion thereof, to the maximum extent allowed), a license or other right with respect nonexclusive, royalty-free sublicense to such Third Party’s Patent Rights third-party Intellectual Property, to the maximum extent (and solely to this extent) allowed under, and subject to all applicable terms, conditions, limitations and requirements of, the Contract pursuant to which such third-party Intellectual Property is licensed to Conexant or Know-Howthe Conexant Subsidiary.