Common use of Third Party Patents Clause in Contracts

Third Party Patents. (a) If: (i) a Valid Claim of a Third Party should be in force in any country during the Term of this Agreement covering the practice of the Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology as licensed to Biogen Idec under Section 6.2.1 or Section 6.3.1 with respect to the manufacture, use or sale of any Collaboration Compound, (ii) it should prove in Biogen Idec’s reasonable judgment, after consultation with Sunesis, impractical or impossible for Biogen Idec to commercialize such Collaboration Compound without obtaining a royalty bearing license from such Third Party under such Valid Claim in said country (with such agreement not to be unreasonably withheld or delayed), and (iii) the royalty paid to such Third Party is directed to the practice of rights granted to Biogen Idec under Section 6.2.1 or Section 6.3.1 with respect to such Collaboration Compound, then Biogen Idec shall be entitled to a credit against the royalty payments due under Section 7.5 with respect to the same Collaboration Compound in such country of an amount equal to [*] percent ([*]%) of the royalty paid to such Third Party for such Collaboration Compound in such country, arising from the practice of such Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology with respect to the manufacture, use or sale of the Collaboration Compound in said country, with such credit not to exceed [*] percent ([*]%) of the royalty otherwise due under this Agreement for such Collaboration Compound in such country.

Third Party Patents. (a) If: (i) a Valid Claim of a Third Party should be in force in any country during the Term of this Agreement covering the practice of the Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology as licensed to Biogen Idec under Section 6.2.1 or Section 6.3.1 with respect to the manufacture, use or sale of any Collaboration Compound, (ii) it should prove in Biogen Idec’s reasonable judgment, after consultation with Sunesis, impractical or impossible for Biogen Idec to commercialize such Collaboration Compound without obtaining a royalty bearing license from such Third Party under such Valid Claim in said country (with such agreement not to be unreasonably withheld or delayed), and (iii) the royalty paid to such Third Party is directed to the practice of rights granted to Biogen Idec under Section 6.2.1 or Section 6.3.1 with respect to such Collaboration Compound, then Biogen Idec shall be entitled to a credit against the royalty payments due under Section 7.5 with respect to the same Collaboration Compound in such country of an amount equal to [*] percent ([*]%) { * } of the royalty paid to such Third Party { * } = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. EXECUTION VERSION for such Collaboration Compound in such country, arising from the practice of such Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology with respect to the manufacture, use or sale of the Collaboration Compound in said country, with such credit not to exceed [*] percent ([*]%) { * } of the royalty otherwise due under this Agreement for such Collaboration Compound in such country.

Third Party Patents. (a) If: (i) a Valid Claim patent or patents of a Third Party should be in force in any country during the Term term of this Agreement covering the practice of the Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology as licensed to Biogen Idec under Section 6.2.1 or Section 6.3.1 4.1.1(c) with respect to the manufacture, use or sale of any Collaboration Compound, and (ii) it should prove in Biogen IdecJJPRD’s reasonable judgment, after consultation with Sunesis, impractical or impossible for Biogen Idec JJPRD or any Affiliate or Sublicensee to commercialize continue such Collaboration Compound activity or activities licensed hereunder without obtaining a royalty bearing license from such Third Party under such Valid Claim patent or patents in said country (with such agreement not to be unreasonably withheld or delayed)country, and (iii) the royalty paid to such Third Party is directed to the practice of rights granted to Biogen Idec JJPRD under the Sunesis Core Technology pursuant to Section 6.2.1 or Section 6.3.1 4.1.1 with respect to such a Collaboration Compound, and (iv) the practice of such Sunesis Core Technology as practiced alone would require such license (whether or not JJPRD is practicing such Sunesis Core Technology with any other technology owned or controlled by JJPRD), then Biogen Idec JJPRD shall be entitled to a credit against the royalty payments due under Section 7.5 5.5 with respect to the same Collaboration Compound in such country of an amount equal to [*] percent ([*]%) of the royalty paid to such Third Party for such Collaboration Compound in such country, arising from the practice of such Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology with respect to the manufacture, use or sale of the Collaboration Compound in said country, with such credit not to exceed [*] percent ([*]%) of the royalty otherwise due under this Agreement for such Collaboration Compound in such country, arising from the practice of such Sunesis Core Technology with respect to the manufacture, use or sale of the Collaboration Compound in said country.

Third Party Patents. (a) If: (i) a Valid Claim an issued patent of a Third Party should be in force in any country during the Term term of this Agreement covering the practice of the Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology as licensed to Biogen Idec under Section 6.2.1 or Section 6.3.1 4.2.2 with respect to the manufacture, use or sale of any Collaboration CompoundDevelopment Candidate, and (ii) it should prove in Biogen IdecBiogen’s reasonable judgment, after consultation with Sunesis, impractical or impossible for Biogen Idec to commercialize such Collaboration Compound Development Candidate without obtaining a royalty bearing license from such Third Party under such Valid Claim patent in said country (with such agreement not to be unreasonably withheld or delayed)country, and (iii) the royalty paid to such Third Party is directed to the practice of rights granted to Biogen Idec under the Sunesis Core Technology pursuant to Section 6.2.1 or Section 6.3.1 4.2.2 with respect to such Collaboration Development Candidate, and (iv) the practice of such Sunesis Core Technology as practiced alone would require such license (i.e., independently of any particular Compound) (whether or not Biogen is practicing such Sunesis Core Technology with any other technology owned or controlled by Biogen), then Biogen Idec shall be entitled to a credit against the royalty payments due under Section 7.5 5.6 with respect to the same Collaboration Compound Development Candidate in such country of an amount equal to [*] percent ([*]%) of the royalty paid to such Third Party for such Collaboration Compound Development Candidate in such country, arising from the practice of such Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology with respect to the manufacture, use or sale of the Collaboration Compound in said country, with such credit not to exceed [*] percent ([*]%) of the royalty otherwise due under this Agreement for such Collaboration Compound Development Candidate in such country, arising from the practice of such Sunesis Core Technology with respect to the manufacture, use or sale of the Development Candidate in said country. [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Third Party Patents. (a) If: (i) a Valid Claim of a Third Party should be in force in any country during the Term of this Agreement covering the practice of the Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology as licensed to Biogen Idec under Section 6.2.1 or Section 6.3.1 with respect to the manufacture, use or sale of any Collaboration Compound, (ii) it should prove in Biogen Idec’s reasonable judgment, after consultation with Sunesis, impractical or impossible for Biogen Idec to commercialize such Collaboration Compound without obtaining a royalty bearing license from such Third Party under such Valid Claim in said country (with such agreement not to be unreasonably withheld or delayed), and (iii) the royalty paid to such Third Party is directed to the practice of rights granted to Biogen Idec under Section 6.2.1 or Section 6.3.1 with respect to such Collaboration Compound, then Biogen Idec shall be entitled to a credit against the royalty payments due under Section 7.5 with respect to the same Collaboration { * } = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. EXECUTION VERSION Compound in such country of an amount equal to [*] percent ([*]%) { * } of the royalty paid to such Third Party for such Collaboration Compound in such country, arising from the practice of such Sunesis Core Technology, Licensed Pre-Existing Technology, Sunesis Collaboration Technology or Joint Collaboration Technology with respect to the manufacture, use or sale of the Collaboration Compound in said country, with such credit not to exceed [*] percent ([*]%) { * } of the royalty otherwise due under this Agreement for such Collaboration Compound in such country.