Common use of Third Party Payment Obligations Clause in Contracts

Third Party Payment Obligations. In the event that a Party (the “Acquiring Party”) obtains a license or other right to any material, Information, Patent, or other intellectual property of a Third Party which is necessary or reasonably useful to Develop, Manufacture, or Commercialize a Licensed Product and which would require or trigger a payment obligation to grant to the other Party a sublicense or other right to such material, Information, Patent, or other intellectual property, the Acquiring Party will promptly provide written notice to the other Party of such payment obligation. Following such notification, the Parties will negotiate in good faith commercially reasonable terms on which the non-Acquiring Party would (i) assume such payment obligation with respect thereto, and (ii) be bound by any obligations that are required to be passed on to any sublicensees with respect thereto. If the Parties are not able to reach agreement with respect to such terms, such material, Information, Patent, or other intellectual property shall not be deemed to be Controlled by the Acquiring Party for the purposes of this Agreement, and, if the Parties are able to reach agreement with respect to such terms, such material, Information, Patent, or other intellectual property shall, subject to the non-Acquiring Party complying with such payment obligations and terms, be deemed to be Controlled by the Acquiring Party for the purposes of this Agreement. For the avoidance of doubt, the Acquiring Party shall act in good faith during such negotiations [***].

Third Party Payment Obligations. In the event that a either Party (the “Acquiring Using Party”) obtains intends to use, in the course of a license Research Plan or other right to the Development of any Licensed Compound or Licensed Product, any item of Information, Know-How, material, Information, Patent, or other intellectual property right of a Third Party for which is necessary access under this Agreement requires or reasonably useful to Develop, Manufacture, or Commercialize a Licensed Product and which would require or trigger triggers a payment obligation to grant to the other Party a sublicense or other right to such material, Information, Patent, or other intellectual propertyobligation, the Acquiring Using Party will promptly provide written notice to the other Party (the “Other Party”) of such payment obligationobligation prior to its use in the Research Plan and at least Annually in other cases. Following such notification, the Parties will negotiate in good faith commercially reasonable the terms on which the non-Acquiring Other Party would will (i) assume such payment obligation with respect thereto, and (ii) be bound by any obligations that are required to be passed on to any sublicensees with respect thereto. If the Parties are not able to reach agreement with respect to such terms, such Information, Know-How, material, Information, Patent, or other intellectual property right of a Third Party shall not be deemed Controlled pursuant to be Controlled by the Acquiring Party for the purposes of this Agreement, Agreement and, if the Parties are able do agree on the payments, subject to reach agreement with respect to such termsthe Other Party making the agreed payments, such Information, Know-How, material, Information, Patent, or other intellectual property right of a Third Party shall, subject to the non-Acquiring Other Party complying with such payment obligations and terms, be deemed to terms be Controlled by the Acquiring Party for the purposes of this Agreement. For the avoidance of doubt, the Acquiring Using Party shall act in good faith during not require the Other Party to pay a greater share of the payment obligation to the Third Party for access to such negotiations [***].Information, Know- How, material, Patent, or other property right of a Third Party than is reasonably attributable to the Using Party’s use of such Information, Know-How, material, Patent, or other property right of a Third Party. DEVELOPMENT AND COMMERCIALIZATION

Third Party Payment Obligations. In the event that a either Party (the “Acquiring Using Party”) obtains intends to use, in the course of a license Research Plan or other right to the Development of any Licensed Compound or Licensed Product, any item of Information, Know-How, material, Information, Patent, or other intellectual property right of a Third Party for which is necessary access under this Agreement requires or reasonably useful to Develop, Manufacture, or Commercialize a Licensed Product and which would require or trigger triggers a payment obligation to grant to the other Party a sublicense or other right to such material, Information, Patent, or other intellectual propertyobligation, the Acquiring Using Party will promptly provide written notice to the other Party (the “Other Party”) of such payment obligationobligation prior to its use in the Research Plan and at least Annually in other cases. Following such notification, the Parties will negotiate in good faith commercially reasonable the terms on which the non-Acquiring Other Party would will (i) assume such payment obligation with respect thereto, and (ii) be bound by any obligations that are required to be passed on to any sublicensees with respect thereto. If the Parties are not able to reach agreement with respect to such terms, such Information, Know-How, material, Information, Patent, or other intellectual property right of a Third Party shall not be deemed Controlled pursuant to be Controlled by the Acquiring Party for the purposes of this Agreement, Agreement and, if the Parties are able do agree on the payments, subject to reach agreement with respect to such termsthe Other Party making the agreed payments, such Information, Know-How, material, Information, Patent, or other intellectual property right of a Third Party shall, subject to the non-Acquiring Other Party complying with such payment obligations and terms, be deemed to terms be Controlled by the Acquiring Party for the purposes of this Agreement. For the avoidance of doubt, the Acquiring Using Party shall act in good faith during not require the Other Party to pay a greater share of the payment obligation to the Third Party for access to such negotiations [***]Information, Know-How, material, Patent, or other property right of a Third Party than is reasonably attributable to the Using Party’s use of such Information, Know-How, material, Patent, or other property right of a Third Party.