Common use of Existing Third Party Technology Clause in Contracts

Existing Third Party Technology. The licenses granted herein include sublicenses to certain technology and other rights that have been licensed from Third Parties ("Third Party Licenses"), including sponsored research agreements and options for patent licenses. Each party agrees that, to benefit from any sublicense under this Agreement, each party must abide by the terms and conditions of such Third Party Licenses. The party who entered into the Third Party License shall be responsible to the Third Party for all payments and other obligations attributable to this Agreement for Third Party Licenses in existence as of the Effective Date. To the extent any expansion of the rights granted pursuant to a Third Party License after the Signature Date increases the royalty or other obligations of either Geron or P&U, then such expansion shall be deemed to be an acquisition of new Third Party Technology and shall be governed in accordance with Section 4.6. EXHIBIT 4.5 contains a complete list of all Third Party Licenses entered into by Geron prior to the Signature Date of this Agreement, and Geron has provided P&U or its counsel complete and correct copies of all such agreements, as amended.