Common use of Reversion License Clause in Contracts

Reversion License. (a) Sobi (i) hereby grants to Apellis, effective upon the termination of this Agreement in the Terminated Territory, an exclusive, freely sublicensable (through multiple tiers), royalty-bearing (solely as set forth in as set forth below in this Section 15.2.2(a) (Reversion License)), perpetual, irrevocable license under the Sobi Technology and (ii) shall, at Apellis’ written request, negotiate with Apellis in good faith a non-exclusive, freely sublicensable (through multiple tiers), royalty-bearing license under any Sobi Intellectual Property (other than the Sobi Technology) that is necessary or useful to Exploit Products (as such Products exist as of the effective date of termination) in the Terminated Territory (all Sobi Technology and other Intellectual Property licensed under clauses (i) and (if applicable) (ii), collectively, the “Reversion Technology”) to Exploit the Products in the Terminated Territory. If Apellis elects in writing to obtain a royalty-bearing license as described in clause (ii) above, the Parties will discuss in good faith via their respective Executive Officers to agree on the extent of such license and an equitable royalty payable by Apellis to Sobi to reflect the value of the applicable Sobi Intellectual Property upon the effective date of such termination. Solely in the event that, following a Change of Control of Apellis, this Agreement is terminated by Sobi for Apellis’ or its successor’s material breach of this Agreement pursuant to Section 14.2.1 (Breach by Apellis), then Apellis’ license to the Sobi Technology under Section 15.2.2(a)(i) (Reversion License) shall bear a royalty of [**] percent ([**]%) of “Net Sales,” as defined in this Agreement, mutatis mutandis, in the Terminated Territory in a manner analogous to that set forth in Section 9.5 (Royalty Payments) (except that Section 9.5.3(b) (Royalty Reduction) and Section 9.5.4 (Expiration of Royalty Term) shall not apply) and Sections 9.7 (Taxes and Withholding) through 9.12 (Financial Audits), mutatis mutandis, with the term of such royalty for the Products in each country being ten (10) years from the later of (a) the effective date of termination and (b) the date of First Commercial Sale of the first Product in such country. For clarity, any Sobi Technology or other Intellectual Property resulting from Sobi’s Unilateral Development Activities shall only be included in the Reversion Technology if Apellis opts to obtain rights therefore in accordance with Section 4.4.4(b)(iii) (Buy-In). (b) APELLIS AGREES AND ACKNOWLEDGES THAT THE LICENSE OF THE REVERSION TECHNOLOGY UNDER THIS SECTION 15.2.2 (REVERSION LICENSE) AND APELLIS’ AND ITS AFFILIATES’ AND ITS AND THEIR SUBLICENSEES’ USE OF THE REVERSION TECHNOLOGY IS PROVIDED ON AN “AS-IS” BASIS AND THAT ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS WHETHER ORAL, WRITTEN, EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF QUALITY, FITNESS FOR PURPOSE, VALIDITY OF ANY PATENTS OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS) ARE EXPRESSLY EXCLUDED AND SPECIFICALLY DISCLAIMED, TO THE EXTENT PERMITTED BY APPLICABLE LAW. (c) Apellis shall pay Sobi for Apellis’ pro rata share of any in-licensor payments associated with Apellis’ Exploitation of any Product or Non-Systemic Ophthalmology Product pursuant to any sublicense under Sobi’s upstream licenses included in the Reversion Technology.

Reversion License. (a) Sobi (i) hereby grants to Apellis, effective upon In the event of termination of this Agreement in prior to the Terminated Territory, an exclusive, freely sublicensable (through multiple tiersexpiration of the Term by ObsEva pursuant to Section 13.2 or Section 13.3 or by Organon pursuant to Section 13.4(b), royalty-bearing (solely as set forth in as set forth below in this Section 15.2.2(a) (Reversion License)), perpetual, irrevocable license under the Sobi Technology and (ii) Organon shall, at Apellis’ written requestand hereby does, negotiate with Apellis in good faith a non-exclusivegrant to ObsEva, freely sublicensable (through multiple tiers), royalty-bearing license under any Sobi Intellectual Property (other than the Sobi Technology) that is necessary or useful to Exploit Products (as such Products exist as of effective on the effective date of termination) in , [*] (the Terminated Territory (all Sobi Technology and other Intellectual Property licensed license grants under clauses (i) and (if applicable) (ii), collectively, the “Reversion TechnologyLicenses”). In all cases, the Reversion Licenses exclude [*]. The royalty(ies) to Exploit be paid under the Products in Reversion Licenses shall be commercially reasonable taking into account the Terminated Territory. If Apellis elects in writing to obtain a royalty-bearing license as described in clause (ii) above, the Parties will discuss in good faith via their respective Executive Officers to agree on the extent of such license and an equitable royalty payable by Apellis to Sobi to reflect the relative value of the applicable Sobi Intellectual Property Organon Improvement Technology and the Organon Technology. If the Parties are unable to agree upon the effective date of such termination. Solely in the event that, following a Change of Control of Apellis, this Agreement is terminated by Sobi for Apellis’ or its successor’s material breach of this Agreement pursuant to Section 14.2.1 (Breach by Apellis), then Apellis’ license to the Sobi Technology under Section 15.2.2(a)(icommercially reasonable royalty(ies) (Reversion License) shall bear a royalty of within [**] percent ([**]%) of “Net Sales,” as defined in this Agreement, mutatis mutandis, in the Terminated Territory in a manner analogous to that set forth in Section 9.5 (Royalty Payments) (except that Section 9.5.3(b) (Royalty Reduction) and Section 9.5.4 (Expiration of Royalty Term) shall not apply) and Sections 9.7 (Taxes and Withholding) through 9.12 (Financial Audits), mutatis mutandis, with the term of such royalty for the Products in each country being ten (10) years from the later of (a) days after the effective date of termination and (bor such longer period as the Parties may agree) the date of First Commercial Sale of the first Product in such country. For clarity(“Reversion Royalty Dispute”), any Sobi Technology or other Intellectual Property resulting from Sobi’s Unilateral Development Activities shall only be included in the Reversion Technology if Apellis opts to obtain rights therefore Royalty Dispute shall be resolved in accordance with Section 4.4.4(b)(iii14.3. With respect to any Organon Technology that is licensed by Organon from Third Parties, (A) Organon shall notify ObsEva (Buy-Inwhich notice shall describe the terms and conditions of the Third Party [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ​ ​ agreement that are applicable to the grant to ObsEva of the Reversion License under such Organon Technology or to the exercise of such Reversion License by ObsEva or any of its Affiliates or sublicensees, including payment terms), (B) ObsEva shall be responsible for (x) making any payments (including royalties, milestones and other amounts) that are payable by Organon to the Third Parties under any Third Party agreements with respect to and allocable to the Organon Technology that is the subject of such Reversion License by making such payments directly to Organon and, in each instance, ObsEva shall make the requisite payments to Organon and provide the necessary reporting information to Organon in sufficient time to enable Organon to comply with its obligations under such Third Party agreements (provided Organon has notified ObsEva of such obligations), and (y) complying with any other obligations included in such Third Party agreements that are applicable to the grant to ObsEva of the Reversion License under the applicable Organon Technology or to the exercise of such Reversion License by ObsEva or any of its Affiliates or sublicensees (provided Organon has notified ObsEva of such obligations), and the granting by ObsEva of a sublicense under the Reversion Licenses shall not relieve ObsEva of its obligations under this subclause (B); and (C) Organon shall timely pay and provide to such Third Parties all payments and reports made or provided by ObsEva under subclause (B). (b) APELLIS AGREES AND ACKNOWLEDGES THAT THE LICENSE OF THE REVERSION TECHNOLOGY UNDER THIS SECTION 15.2.2 (REVERSION LICENSE) AND APELLIS’ AND ITS AFFILIATES’ AND ITS AND THEIR SUBLICENSEES’ USE OF THE REVERSION TECHNOLOGY IS PROVIDED ON AN “AS-IS” BASIS AND THAT ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS WHETHER ORAL, WRITTEN, EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF QUALITY, FITNESS FOR PURPOSE, VALIDITY OF ANY PATENTS OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS) ARE EXPRESSLY EXCLUDED AND SPECIFICALLY DISCLAIMED, TO THE EXTENT PERMITTED BY APPLICABLE LAW. (c) Apellis shall pay Sobi for Apellis’ pro rata share of any in-licensor payments associated with Apellis’ Exploitation of any Product or Non-Systemic Ophthalmology Product pursuant to any sublicense under Sobi’s upstream licenses included in the Reversion Technology.

Reversion License. Effective upon either (a) Sobi (i) hereby grants to Apellis, effective upon the date of termination of this Agreement in the Terminated Territory, an exclusive, freely sublicensable case of termination by Sage pursuant to Section ‎14.4.1.1 (through multiple tiers), royalty-bearing Material Breach) or Section 14.5 (solely as set forth in as set forth below in this Section 15.2.2(aTermination for Insolvency) (Reversion License)), perpetual, irrevocable license under the Sobi Technology and (ii) shall, at Apellis’ written request, negotiate with Apellis in good faith a non-exclusive, freely sublicensable (through multiple tiers), royalty-bearing license under any Sobi Intellectual Property (other than the Sobi Technology) that is necessary or useful to Exploit Products (as such Products exist as of the effective date of termination) in the Terminated Territory (all Sobi Technology and other Intellectual Property licensed under clauses (i) and (if applicable) (ii), collectively, the “Reversion Technology”) to Exploit the Products in the Terminated Territory. If Apellis elects in writing to obtain a royalty-bearing license as described in clause (ii) above, the Parties will discuss in good faith via their respective Executive Officers to agree on the extent of such license and an equitable royalty payable by Apellis to Sobi to reflect the value of the applicable Sobi Intellectual Property upon the effective date of such termination. Solely in the event that, following a Change of Control of Apellis, this Agreement is terminated by Sobi for Apellis’ or its successor’s material breach termination of this Agreement in its entirety by Biogen pursuant to Section 14.2.1 ‎14.3 (Breach Termination by Apellis), then Apellis’ license to the Sobi Technology under Section 15.2.2(a)(iBiogen for Convenience) (Reversion License) shall bear a royalty of [**] percent ([**]%) of “Net Sales,” as defined in this Agreement, mutatis mutandis, in the Terminated Territory in a manner analogous to that set forth in Section 9.5 (Royalty Payments) (except that Section 9.5.3(b) (Royalty Reduction) and Section 9.5.4 (Expiration of Royalty Term) shall not apply) and Sections 9.7 (Taxes and Withholding) through 9.12 (Financial Audits), mutatis mutandis, with the term of such royalty for the Products in each country being ten (10) years from the later of (a) the effective date of termination and or (b) the date of First Commercial Sale expiration of the first Product specified notice period in such country. For clarityBiogen’s notice of termination of this Agreement in part pursuant to Section ‎14.3 (Termination by Biogen for Convenience), subject to the terms of this Section 14.6.2 (Reversion License), Biogen, on behalf of itself and its Affiliates, hereby grants (without any Sobi Technology or other Intellectual Property resulting from Sobi’s Unilateral Development Activities shall only be included further subsequent action required on the part of Sage) to Sage and its Affiliates, an irrevocable, perpetual license for the Terminated Products in the Terminated Territory, with the right to grant sublicenses through multiple tiers, under the Reversion Technology if Apellis opts [**] (the “Reversion License”), where the Reversion License will be [**]. If any Reversion Technology is in-licensed by Biogen or any of its Related Parties, then Biogen will promptly inform Sage of any payment obligations and any other obligations applicable to obtain rights therefore Sage under such Third Party agreements and, unless Sage elects to decline receiving a sublicense under such in-licensed Reversion technology as part of the Reversion License, then (i) in consideration therefor, Sage will pay to Biogen amounts equal to any payments that Biogen owes to any Third Party with respect to such in-licensed Reversion Technology solely with respect to the Terminated Product for the Terminated Territory, with all payments made in accordance with Section 4.4.4(b)(iii9.10 (Other Amounts Payable) and Section 9.11 (Buy-In). Payment Terms) mutatis mutandis, and (bii) APELLIS AGREES AND ACKNOWLEDGES THAT THE LICENSE OF THE REVERSION TECHNOLOGY UNDER THIS SECTION 15.2.2 (REVERSION LICENSE) AND APELLIS’ AND ITS AFFILIATES’ AND ITS AND THEIR SUBLICENSEES’ USE OF THE REVERSION TECHNOLOGY IS PROVIDED ON AN “AS-IS” BASIS AND THAT ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS WHETHER ORAL, WRITTEN, EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF QUALITY, FITNESS FOR PURPOSE, VALIDITY OF ANY PATENTS OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS) ARE EXPRESSLY EXCLUDED AND SPECIFICALLY DISCLAIMED, TO THE EXTENT PERMITTED BY APPLICABLE LAW. (c) Apellis shall pay Sobi for Apellis’ pro rata share of any in-licensor payments associated with Apellis’ Exploitation of any Product or Non-Systemic Ophthalmology Product pursuant to any sublicense Sage’s rights under Sobi’s upstream licenses included in the Reversion TechnologyLicense will be subject to the applicable terms of the applicable Third Party agreement of which Sage has been made aware.