Common use of Negotiation Responsibility Clause in Contracts

Negotiation Responsibility. If PlatformCo determines to enter into a New In-Licenses for Other New PM Party IP or if Novo Nordisk consents to PM SpinCo’s entry into a New In-Licenses for Other New PM Party IP, then the applicable RCA PM Party shall (A) so inform Novo Nordisk, (B) keep Novo Nordisk reasonably apprised of the negotiations of such license, including by providing copies of any draft agreements received from or sent to such Third Party, and (C) shall reasonably consider any comments or requests provided by Novo Nordisk. The applicable RCA PM Party shall not agree to terms that disproportionately allocate any amounts payable to such Third Party with respect to the IND-Enabling Candidate, Licensed Products or Novo Nordisk’s rights hereunder (e.g., the upfront payments, milestone payments, royalty for product sales and other payments shall be fairly allocated based on the extent to which such amounts are attributable to the applicable the IND-Enabling Candidate and Licensed Product(s) and taking into account exploitation of the Core Patents and Core Know-How by the applicable RCA PM Party for other purposes). If an RCA PM Party enter into such New In-License for Other New PM Party IP, then, provided Novo Nordisk agrees to comply with any obligations under such New In-License that apply to Novo Nordisk as a sublicensee thereunder, such Other New PM Party IP shall be deemed Licensed Patents or Licensed Know-How, as applicable, subject to the terms and conditions of this Agreement, and the applicable New In-License shall be deemed an Upstream License hereunder. If Novo Nordisk does not agree to comply with any obligations under such New In-License that apply to Novo Nordisk or make such payments, such Other New PM Party IP shall not be deemed “Controlled” by the applicable RCA PM Party for the purposes of this Agreement and shall be excluded from the Licensed Patents or PlatformCo Licensed Know-How, as applicable, and Novo Nordisk shall have no right or license under such Other New PM Party IP or any financial obligations with respect thereto.

Negotiation Responsibility. If PlatformCo determines (i) Subject to Section 3.06(b)(iii), Abbott shall be responsible for negotiating and entering into any Third Party License Agreements regarding Patents, Trademarks, Know-How or Clinical Development Data that could be relevant, useful or necessary to Develop, Manufacture, use or Commercialize any Special Product in the Abbott Territory. (ii) Subject to Section 3.06(b)(iii), AbbVie shall be responsible for negotiating and entering into any Third Party License Agreements regarding Patents, Trademarks, Know-How or Clinical Development Data that could be relevant, useful or necessary to Develop, Manufacture, use or Commercialize any Special Product in the AbbVie Territory. (iii) Notwithstanding the foregoing, if a Third Party License Agreement regarding any Patents, Trademarks, Know-How or Clinical Development Data could be relevant, necessary or useful to Develop, Manufacture, use or Commercialize any Special Product both in the Abbott Territory and the AbbVie Territory, in each case, the Parties shall jointly agree which Party shall be primarily responsible for negotiating and entering into any such Third Party License Agreement. Any Third Party License Agreement entered into pursuant to this Section 3.06(b)(iii) shall ensure that the Development, Manufacture, use and Commercialization of such Special Product in both the Abbott Territory and the AbbVie Territory, in each case, shall be licensed or otherwise protected from a claim of infringement to the applicable Third Party Patents, Trademarks, Know-How and Clinical Development Data; provided, however, if the Parties are unable to jointly agree on the terms of any such Third Party License Agreement, (A) either Party shall be free to enter into a New In-Licenses for Other New PM license agreement with such Third Party IP solely with respect to such Party’s territory, provided such agreement does not diminish the value of the other Party’s grant of rights pursuant to Section 3.01 or if Novo Nordisk consents to PM SpinCo’s entry into a New In-Licenses for Other New PM Party IPSection 3.02, then as the applicable RCA PM Party shall (A) so inform Novo Nordiskcase may be, (B) keep Novo Nordisk reasonably apprised of the negotiations such Party shall have no obligation to sublicense such Patents, Trademarks, Know-How or Clinical Development Data of such license, including by providing copies of any draft agreements received from or sent Third Party to such Third the other Party, and (C) shall reasonably consider any comments or requests provided by Novo Nordisk. The applicable RCA PM Party shall not agree to terms that disproportionately allocate any amounts payable to such Patents, Trademarks, Know-How and Clinical Development Data of such Third Party with respect to the IND-Enabling Candidate, Licensed Products or Novo Nordisk’s rights hereunder (e.g., the upfront payments, milestone payments, royalty for product sales and other payments shall be fairly allocated based on the extent to which such amounts are attributable to the applicable the IND-Enabling Candidate and Licensed Product(s) and taking into account exploitation of the Core Patents and Core Know-How by the applicable RCA PM Party for other purposes). If an RCA PM Party enter into such New In-License for Other New PM Party IP, then, provided Novo Nordisk agrees to comply with any obligations under such New In-License that apply to Novo Nordisk as a sublicensee thereunder, such Other New PM Party IP shall be deemed Licensed Patents or Licensed Know-How, as applicable, subject to the terms and conditions of this Agreement, and the applicable New In-License shall be deemed an Upstream License hereunder. If Novo Nordisk does not agree to comply with any obligations under such New In-License that apply to Novo Nordisk or make such payments, such Other New PM Party IP shall not be deemed to be “Controlled” by such Party for purposes of the applicable RCA PM Party for the purposes of license grants in this Agreement and shall be excluded from the Licensed Patents or PlatformCo Licensed Know-How, as applicable, and Novo Nordisk shall have no right or license under such Other New PM Party IP or any financial obligations with respect theretoAgreement.

Negotiation Responsibility. If PlatformCo determines (i) Subject to Section 3.06(b)(iii), Abbott shall be responsible for negotiating and entering into any Third Party License Agreements regarding Patents, Trademarks or Know-How that could be relevant, useful or necessary to Develop, Manufacture, use or Commercialize any Special Product in the Abbott Territory. (ii) Subject to Section 3.06(b)(iii), AbbVie shall be responsible for negotiating and entering into any Third Party License Agreements regarding Patents, Trademarks or Know-How that could be relevant, useful or necessary to Develop, Manufacture, use or Commercialize any Special Product in the AbbVie Territory. (iii) Notwithstanding the foregoing, if a Third Party License Agreement regarding any Patents, Trademarks or Know-How could be relevant, necessary or useful to Develop, Manufacture, use or Commercialize any Special Product both in the Abbott Territory and the AbbVie Territory, in each case, the Parties shall agree which Party shall be primarily responsible for negotiating and entering into any such Third Party License Agreement. Any Third Party License Agreement entered into pursuant to this Section 3.06(b)(iii) shall be mutually agreed to by the Parties and shall ensure that the Development, Manufacture, use and Commercialization of such Special Product in both the Abbott Territory and the AbbVie Territory, in each case, shall be licensed or otherwise protected from a claim of infringement to the applicable Third Party Patents, Trademarks or Know-How; provided, however, if the Parties are unable to mutually agree on the terms of any such Third Party License Agreement, (A) either Party shall be free to enter into a New In-Licenses for Other New PM license agreement with such Third Party IP solely with respect to such Party’s territory, provided such agreement does not diminish the value of the other Party’s grant of rights pursuant to Section 3.01 or if Novo Nordisk consents to PM SpinCo’s entry into a New In-Licenses for Other New PM Party IPSection 3.02, then as the applicable RCA PM Party shall (A) so inform Novo Nordiskcase may be, (B) keep Novo Nordisk reasonably apprised of the negotiations such Party shall have no obligation to sublicense such Patents, Trademarks or Know-How of such license, including by providing copies of any draft agreements received from or sent Third Party to such Third the other Party, and (C) shall reasonably consider any comments such Patents, Trademarks or requests provided by Novo Nordisk. The applicable RCA PM Party shall not agree to terms that disproportionately allocate any amounts payable to Know-How of such Third Party with respect to the IND-Enabling Candidate, Licensed Products or Novo Nordisk’s rights hereunder (e.g., the upfront payments, milestone payments, royalty for product sales and other payments shall be fairly allocated based on the extent to which such amounts are attributable to the applicable the IND-Enabling Candidate and Licensed Product(s) and taking into account exploitation of the Core Patents and Core Know-How by the applicable RCA PM Party for other purposes). If an RCA PM Party enter into such New In-License for Other New PM Party IP, then, provided Novo Nordisk agrees to comply with any obligations under such New In-License that apply to Novo Nordisk as a sublicensee thereunder, such Other New PM Party IP shall be deemed Licensed Patents or Licensed Know-How, as applicable, subject to the terms and conditions of this Agreement, and the applicable New In-License shall be deemed an Upstream License hereunder. If Novo Nordisk does not agree to comply with any obligations under such New In-License that apply to Novo Nordisk or make such payments, such Other New PM Party IP shall not be deemed to be “Controlled” by such Party for purposes of the applicable RCA PM Party for the purposes of license grants in this Agreement and shall be excluded from the Licensed Patents or PlatformCo Licensed Know-How, as applicable, and Novo Nordisk shall have no right or license under such Other New PM Party IP or any financial obligations with respect theretoAgreement.

Negotiation Responsibility. If Notwithstanding Section 10.10.2(a), if a Party identifies any Core Patents or Core Know-How owned or Controlled by a Third Party, including a Flagship Affiliate, PMCo or any of its Subsidiaries, or Shareholder or any of its Subsidiaries, such Party shall promptly notify PlatformCo determines of such Core Patents or Core Know-How, and PlatformCo shall negotiate for and use good faith efforts to enter into a New In-Licenses for Other New PM Party IP License with respect to such Core Patents or if Novo Nordisk consents to PM SpinCo’s entry into a New InCore Know-Licenses for Other New PM Party IP, then the applicable RCA PM Party How. PlatformCo shall (A) so inform Novo Nordisk, (B) keep Novo Nordisk reasonably apprised of the negotiations of such license, including by providing copies of any draft agreements received from or sent to such Third Party, and (C) PlatformCo shall reasonably consider any comments or requests provided by Novo Nordisk. The applicable RCA PM Party PlatformCo shall not agree to terms that disproportionately allocate any amounts payable to such Third Party with respect to the IND-Enabling Candidate, Licensed Products or Novo Nordisk’s rights hereunder (e.g., the upfront payments, milestone payments, royalty for product sales and other payments shall be fairly allocated based on the extent to which such amounts are attributable to the applicable the IND-Enabling Candidate and Licensed Product(s) ), and taking into account exploitation of the Core Patents and Core Know-How by the applicable RCA PM Party PlatformCo for other purposes). If an RCA PM Party enter PlatformCo enters into such a New In-License for Other New PM Party IPwith respect to such Core Patents or Core Know-How pursuant to this Section 10.10.2(b)(i), then, provided Novo Nordisk agrees to comply with any obligations under such New In-License that apply to Novo Nordisk as a sublicensee thereunder, such Other New PM Party IP Core Patents and Core Know-How shall be deemed PlatformCo Licensed Patents or PlatformCo Licensed Know-How, as applicable, subject to the terms and conditions of this Agreement, Agreement and the applicable New In-License shall be deemed an Upstream License hereunder. If Novo Nordisk does not agree to comply with any obligations under such New Inobligations, then: (A) such Core Patents and Core Know-License that apply to Novo Nordisk or make such paymentsHow, such Other New PM Party IP as applicable, shall not be deemed “Controlled” by the applicable RCA PM Party PlatformCo for the purposes of this Agreement and shall be excluded from the PlatformCo Licensed Patents or PlatformCo Licensed Know-How, as applicable, ; and (B) Novo Nordisk shall have no right or license under such Other New PM Party IP Core Patents and Core Know-How or any financial obligations with respect thereto; and (C) PlatformCo shall have the right to terminate or cease negotiations for a license to such Core Patent(s) and Core Know-How.