Common use of Third Party Partner Clause in Contracts

Third Party Partner. Servier acknowledges and understands that XOMA intends to enter into, in its sole discretion, one or more license or partnership agreements with one or more Third Parties under which XOMA grants any such Third Party exclusive license rights to Develop and or Commercialize the Products in one or more Cardiometabolic Indications (subject to XOMA having exercised its Cardiometabolic Indications Option) and/or one or more indications in the Remaining Field, in some or all of the Retained Territory (each such Third Party, a “Third Party Partner” and each such agreement, a “Retained Territory License Agreement”). Servier agrees that, if XOMA enters into such a Retained Territory License Agreement with a Third Party Partner, then such Third Party Partner shall have all rights to participate in the Development of Products in the Retained Territory that XOMA at such time enjoys (as and to the extent limited by such Retained Territory License Agreement), and that, subject to Servier’s consent not to be unreasonably withheld, but which will be considered only after having received a copy of the Retained Territory License Agreement (redacted with respect to those portions of such agreement that are not relevant to the deliberation and work of such Committees or do not otherwise impact governance of the overall relationship), XOMA has the right to offer to such Third Party Partner the right to participate in the Committees established under this Agreement, and in the Development and regulatory collaboration of the Parties under this Agreement, in order to facilitate the effective and efficient communications regarding and Development of Products throughout both the Retained Territory and the Licensed Territory. Servier thus agrees that, on written notice by XOMA to Servier after XOMA’s entry into a Retained Territory License Agreement with a Third Party Partner, subject to the terms of any such Retained Territory License Agreement: (i) Subject to the aforementioned Servier consent, such Third Party Partner shall have the right to have a reasonable number of its representatives attend and participate at all Committee meetings, and the vote of any such representatives shall be included within the vote of XOMA; (ii) Subject to the aforementioned Servier consent, XOMA shall have the right to designate one or more representatives of such Third Party Partner to act as XOMA’s representatives (in replacement thereof) on any particular Committee (including the JSC but not the JEC); (iii) Subject to the aforementioned Servier consent, Servier shall cooperate fully with such Third Party Partner with respect to the Development of Products, to the extent that Servier has the obligation under this Agreement to cooperate with XOMA as to such activities; (iv) To the extent XOMA and/or such Third Party Partner(s) desire to conduct additional human clinical studies with respect to the Product for use in seeking Regulatory Approval for, or Commercializing the Product in the Retained Territory, any such studies or trials would be subject to Section 3.8, and, to the extent Servier on the one hand, and XOMA and its Third Party Partner, on the other hand, do not agree to pursue jointly any such study as provided in Section 3.8, such study shall be “Unsponsored Work” as provided thereunder and any data with respect to the Product generated thereunder (the “Third Party Data”), shall be available for use by Servier in the Licensed Territory to the extent provided in Section 3.8; and (v) XOMA shall have the right to disclose to such Third Party Partner all Information regarding Products and all Regulatory Materials disclosed by Servier to XOMA under this Agreement, for use by the Third Party Partner in its Development and Commercialization of Products in the Retained Territory, consistent with Section 4.4(a) and Article 10.

Third Party Partner. Servier acknowledges and understands that XOMA EOS intends to enter into, in its sole discretion, into one or more license or partnership agreements with one or more Third Parties under which XOMA EOS grants any such Third Party Party(s) exclusive license rights to Develop and or Commercialize the Products in one or more Cardiometabolic Indications (subject to XOMA having exercised its Cardiometabolic Indications Option) and/or one or more indications in the Remaining Field, in some or all of the Retained Territory (each such Third Party, a “Third Party Partner” and each such agreement, a “Retained Territory License Agreement”). Servier agrees thatIn this respect, if XOMA enters into such a Retained Territory License Agreement the Parties agree that (and, in its agreement with a any Third Party Partner, then EOS shall include obligations at least as protective to Servier as the obligations below and shall be liable vis-à-vis Servier for the compliance by the Third Party Partner of such obligations): (i) Servier shall consider in good faith such Third Party Partner shall have all Partner’s rights to participate in the Development of Products in the Retained Territory that XOMA at such time enjoys (as and to the extent limited by such Retained Territory License Agreement), and that, subject to Servier’s consent not to be unreasonably withheld, but which will be considered only after having received a copy of the Retained Territory License Agreement (redacted with respect to those portions of such agreement that are not relevant to the deliberation and work of such Committees or do not otherwise impact governance of the overall relationship), XOMA has the right to offer to such Third Party Partner the right to participate in the Committees established under this Agreement, and in the Development and regulatory collaboration of the Parties under this Agreement, in order to facilitate the effective and efficient communications regarding and Development of Products throughout both the Retained Territory and the Licensed Territory. Servier thus agrees that, on written notice by XOMA upon terms and conditions to Servier after XOMA’s entry into a Retained Territory License Agreement with a Third Party Partner, subject to the terms of any such Retained Territory License Agreement: (i) Subject to the aforementioned Servier consent, such Third Party Partner shall have the right to have a reasonable number of its representatives attend and participate at all Committee meetings, and the vote of any such representatives shall be included within the vote of XOMA;agreed upon. (ii) Subject to the aforementioned Servier consent, XOMA shall have the right to designate one or more representatives of such Third Party Partner to act as XOMA’s representatives (in replacement thereof) on any particular Committee (including the JSC but not the JEC); (iii) Subject to the aforementioned Servier consent, Servier shall cooperate fully with such Third Party Partner with respect to the Development of Products, to the extent that Servier has the obligation under this Agreement to cooperate with XOMA as to such activities; (iv) To the extent XOMA If EOS and/or such Third Party Partner(s) desire to conduct additional human clinical studies with respect to the Product for use in seeking Regulatory Approval for, for or Commercializing the Product in the Retained Territory, any such studies or trials would be subject to the provisions of Section 3.8, and3.5. Unless such study falls within the definition of Territory Specific Work, to the extent Servier on the one hand, and XOMA EOS and its Third Party Partner, on the other hand, do not agree to pursue jointly any such study as provided in Section 3.83.5, such study shall be “Unsponsored Work” as provided thereunder and any thereunder. Any data with respect to the Product generated thereunder by or on behalf of EOS and/or such Third Party Partner(s) pursuant to Territory Specific Work or Unsponsored Work (the “Third Party Data”), shall be available for use by Servier in the Licensed Territory to the extent provided in Section 3.83.5; and (viii) XOMA EOS shall have the right to disclose to such Third Party Partner all Information regarding Products and all Regulatory Materials disclosed by Servier generated pursuant to XOMA under this Agreement, the Global Development Plan for use (including by cross-reference) by the Third Party Partner Partner, in its Development and Commercialization of Products in the Retained Territory, consistent with Section Sections 4.4(a) and 4.4(c), and Article 10, provided that such Third Party Partner agrees to disclose to Servier all Information and Regulatory Materials Controlled by such Third Party Partner for use (including by cross-reference) by Servier, subject to Section 3.1(b) (ii), in its Development, Manufacturing and Commercialization of Products in the Licensed Territory and provided that in the Retained Territory License Agreement, the Third Party Licensee shall agree to accept all risk and liability in relation to the use of the Information and Regulatory Materials received from Servier (directly or through EOS) and to indemnify and hold harmless Servier from any Third Party’s claim(s) based upon such Information and Regulatory Materials on terms no less favorable than EOS’ indemnity obligations set forth in Article 13. A redacted copy of the Retained Territory License Agreement containing this provision shall be provided by EOS to Servier upon execution of the Retained Territory License Agreement. (iv) As between the Parties, the Development, Manufacture and Commercialization of the Product in the Retained Territory by a Third Party Partner shall be deemed to be by EOS for purposes of this Agreement.