Common use of Use of Other Technology Clause in Contracts

Use of Other Technology. (i) If the Parties desire for Paragon to use Third Party Intellectual Property Rights Controlled by Paragon (e.g., huMab murine models, linkers, conjugation technology or payloads) (“Paragon In-Licensed IP”) in the conduct of the Research Program, then (x) such use shall be set forth in the Research Plan, and (y) Crescent shall be responsible for paying to Paragon as part of the Development Fees the out-of-pocket costs incurred by Paragon to access and use such Paragon In-Licensed IP in the conduct of the Research Program. (ii) If the Parties desire for Paragon to use (x) Intellectual Property Rights owned by Crescent or its Affiliates, or (y) Intellectual Property Rights in-licensed by Crescent or its Affiliates (e.g., linkers, conjugation technology or payloads) ((x) and (y) collectively, “Crescent IP”) in the conduct of the Research Program, then (1) such use shall be set forth in the Research Plan, (2) Crescent shall be responsible for obtaining any necessary licenses and rights with respect to any in-licensed Crescent IP to enable Paragon and Parascent to access and use such in-licensed Crescent IP to conduct the Research Program in accordance with the Research Plan, and (3) Crescent shall be responsible for all costs to provide Paragon with the right to access and use such Crescent IP in the conduct of the Research Program. During the Research Term, Crescent hereby grants to Paragon and Parascent a non-exclusive, sublicensable (to Paragon’s and Parascent’s Third Party service providers, subcontractors, consultants and other agents performing activities on behalf of Paragon or Parascent under the Research Program), royalty-free and fully paid-up license under the Crescent IP to access and use the Crescent IP to conduct the Research Program in accordance with the Research Plan.

Use of Other Technology. (i) If the Parties desire for Paragon to use Third Party Intellectual Property Rights Controlled by Paragon (e.g., huMab murine models, linkers, conjugation technology models or payloadsThird Party ADC Components) (“Paragon In-Licensed IP”) in the conduct of the a Research Program, then (x) such use shall be set forth in the Research PlanPlan for such Research Program, and (y) Crescent shall be responsible for paying to Paragon as part of the Development Fees for such Research Program the out-of-pocket costs incurred by Paragon to access and use such Paragon In-Licensed IP in the conduct of the such Research Program. (ii) If the Parties desire for Paragon to use (x) Intellectual Property Rights owned by Crescent or its Affiliates, or (y) Intellectual Property Rights in-licensed by Crescent or its Affiliates (e.g., linkers, conjugation technology or payloadsThird Party ADC Components) ((x) and (y) collectively, “Crescent IP”) in the conduct of the a Research Program, then (1) such use shall be set forth in the Research PlanPlan for such Research Program, (2) Crescent shall be responsible for obtaining any necessary licenses and rights with respect to any in-licensed Crescent IP to enable Paragon and Parascent to access and use such in-licensed Crescent IP to conduct the such Research Program in accordance with the applicable Research Plan, and (3) Crescent shall be responsible for all costs to provide Paragon with the right to access and use such Crescent IP in the conduct of the such Research Program. During the Research TermTerm for any Research Program for which Crescent IP is used, Crescent hereby grants to Paragon and Parascent a non-exclusive, sublicensable (to Paragon’s and Parascent’s Third Party service providers, subcontractors, consultants and other agents performing activities on behalf of Paragon or Parascent under the Research Program), royalty-free and fully paid-up license under the Crescent IP to access and use the Crescent IP to conduct the such Research Program in accordance with the applicable Research Plan.