Common use of Additional Technology Clause in Contracts

Additional Technology. (a) If at any time during the Term, QLT and/or Xenova reasonably determine that any technology controlled by a Third Party ("ADDITIONAL TECHNOLOGY") may be necessary or useful for the development or commercialization of the Drug and/or the Product in the Field in any country of the world, QLT or Xenova, as appropriate, shall present such Additional Technology, along with a written report with respect thereto, to the Development Committee (or in the event that the Development Committee has been dissolved, to the other party), which shall then consider the acquisition or licensing of the Additional Technology, but the Development Committee shall have no power to require either party to enter into any agreement, or have any financial or other commitments, with respect to any Additional Technology. (b) In the case of Additional Technology that may be necessary or useful in the Field, the Development Committee (or in the event that the Development Committee has been dissolved, the parties) shall then determine, whether licenses to, and/or acquisitions of, such Additional Technology are desirable, and what recommendations to make to the parties as to which party shall approach and negotiate with the Third Party. (c) In negotiating any agreements for the licensing or acquisition of Additional Technology under this Section 8.3, the party conducting such negotiations shall, on an ongoing basis throughout such negotiations, consult with the other party to ensure that the scope of the Intellectual Property rights licensed or otherwise acquired are adequate for the uses contemplated by the other party for the Additional Technology. The parties intend that each party shall be licensed in respect of its territory directly by the licensing party. (d) The costs of licensing or otherwise acquiring any Additional Technology under this Section 8.3 shall be borne, on a territory-by-territory and field-by-field basis, by the party that has rights in that territory and field in respect of Drug and/or Product. (e) In the absence of agreement to proceed with the licensing or acquisition of any Additional Technology hereunder, nothing in this Section 8.3 shall be deemed to preclude either party from licensing and/or acquiring such Additional Technology for its own benefit.

Additional Technology. In the event that either Licensor or any of their respective Affiliates owns or controls (including under license with a right to grant sublicenses thereunder) any technology relating to (a) the elimination or excretion of waste nitrogen which is not licensed hereunder (“Related Technology”), or (b) the treatment of conditions that relate to other waste nitrogen disorders in respect of which no rights are licensed hereunder (“Complementary Technology” and, together with Related Technology, “New Technology”), Licensee shall have the right of first offer and last refusal to license the New Technology from such Licensor on the following terms: Upon written request of Licensee, or in any event prior to offering rights to any New Technology to any Third Party, the applicable Licensor shall offer Licensee the right to obtain a license to such New Technology, by delivering to Licensee all data available to Licensors relating to the New Technology and its safety and efficacy together with a proposal for commercial terms, if available (the “Proposal”). Licensee shall have *** following receipt of the Proposal (the “Indication of Interest Notice Period”) to indicate whether or not it is interested in exercising an option to acquire a license under the New Technology which is the subject of the Proposal. If at any time Licensee delivers written notice to Licensors stating that it wishes to consider exercising an option in respect of such New Technology (an “Indication of Interest”), then for a period of *** after receipt by the applicable Licensor of the Indication of Interest (the “Exclusive Negotiation Period”), the applicable Licensor shall negotiate in good faith exclusively with Licensee concerning the terms and conditions of a license in respect of the New Technology, and during the TermExclusive Negotiation Period, QLT and/or Xenova reasonably determine the applicable Licensor shall take no other action in connection with the possible commercialization of the New technology. The parties understand that, except as to financial terms, any license in respect of the New Technology shall contain terms and conditions substantially similar to those contained in this Agreement. In the event that any technology controlled by (i) Licensee fails to deliver an Indication of Interest within the Indication of Interest Notice Period, or (ii) the parties, each acting in good faith and in a timely fashion, fail to execute a license agreement with respect to such New Technology within the Exclusive Negotiation Period, then in either case the applicable Licensor shall be free to proceed with the Proposal without further obligation to Licensee with respect to such New Technology; provided, that (1) neither Licensor may offer a license to such New Technology on terms and conditions which are more favorable to a Third Party than those offered to Licensee, and ("ADDITIONAL TECHNOLOGY"2) may be necessary or useful for the development or commercialization of the Drug and/or the Product in the Field in any country of the world, QLT or Xenova, as appropriate, shall present such Additional Technology, along with a written report with respect thereto, to the Development Committee (or in the event that a Third Party is willing to provide consideration to the Development Committee has been dissolvedapplicable Licensor which is both superior in value to that offered by Licensee and acceptable to the applicable Licensor, such Licensor shall, promptly upon receipt of such Third Party proposal, give Licensee written notice of the terms and conditions thereof, together with any additional information relating to the New Technology which may have arisen since the Proposal (“Second Notice”), and for a period of *** following receipt of the Second Notice, Licensee shall have the right, in its sole discretion (“Right of Last Refusal”), to the other party), which shall then consider the acquisition or licensing match such Third Party proposal; provided that if Licensee wishes to exercise its Right of the Additional Last Refusal to any Complementary Technology, but Licensee shall exercise such right only upon payment to the Development Committee Licensors of US$*** (in the aggregate) for each license of Complementary Technology offered in a Second Notice. If Licensee shall have no power fail to require either party exercise the Right of Last Refusal with respect to any New Technology, the applicable Licensor shall be free to proceed with the Proposal relating to such New Technology on such terms without further obligation to Licensee with respect to such New Technology. In the event that *** exercises its right to assume ownership of any New Technology developed by Brusilow pursuant to Brusilow’s existing agreements with ***, Brusilow agrees to use his reasonable best efforts to cause *** to offer a license to such New Technology to Licensee. Each Licensor agrees not to enter into any agreement, agreement which would interfere with or have any financial or other commitments, with respect to any Additional Technology. (b) In preclude the case of Additional Technology that may be necessary or useful in the Field, the Development Committee (or in the event that the Development Committee has been dissolved, the parties) shall then determine, whether licenses to, and/or acquisitions of, such Additional Technology are desirable, and what recommendations to make to the parties as to which party shall approach and negotiate with the Third Party. (c) In negotiating any agreements for the licensing or acquisition of Additional Technology under this Section 8.3, the party conducting such negotiations shall, on an ongoing basis throughout such negotiations, consult with the other party to ensure that the scope exercise of the Intellectual Property rights licensed or otherwise acquired are adequate for the uses contemplated by the other party for the Additional Technology. The parties intend that each party shall be licensed granted to Licensee hereunder in respect of its territory directly by the licensing partyNew Technology. (d) The costs of licensing or otherwise acquiring any Additional Technology under this Section 8.3 shall be borne, on a territory-by-territory and field-by-field basis, by the party that has rights in that territory and field in respect of Drug and/or Product. (e) In the absence of agreement to proceed with the licensing or acquisition of any Additional Technology hereunder, nothing in this Section 8.3 shall be deemed to preclude either party from licensing and/or acquiring such Additional Technology for its own benefit.