Common use of Third Party Royalty Payments Clause in Contracts

Third Party Royalty Payments. If Celgene or its Sublicensee, in its reasonable judgment, is required to obtain a license from any Third Party under any Patent Covering Licensed Product in order to Develop or Commercialize such Licensed Product, and if Celgene (or its Sublicensee) is required to pay to such Third Party under such license any royalties, and the infringement of such Patent cannot reasonably be avoided by Celgene (or its Sublicensee), or if Celgene (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties or lost profits to such a Third Party (and the infringement of such Patent cannot reasonably be avoided), then the amount of Celgene’s royalty obligations under this Section 4.3 will be reduced by [***] of the amount of such royalties paid to such Third Party, provided however, that the royalties payable under Section 4.3(a) will not be reduced in any such event below [***] of the amounts set forth in Section 4.3(a) (but as may be further reduced pursuant to Section 4.3(c) or Section 4.3(e)) for each royalty tier. Any royalties payable under any Applicable Pre-Existing In-Licenses may not be deducted under this Section 4.3(d) from royalties owed to Bluebird. Any royalties payable under any Applicable New In-Licenses and Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene (or its Sublicensee) will use its commercially reasonable efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene or its Sublicensee exercising its reasonable judgment under this Section 4.3(d), Celgene will provide Bluebird with written notice of a potential need to obtain any license from Third Parties. The Parties will discuss the best course of action to resolve such potential license requirement(s).

Third Party Royalty Payments. If Celgene Elixir or its Sublicensee, in its reasonable judgment, is required to obtain a license from any Third Party under any Patent Covering patent covering the applicable Licensed Product Compound as a composition of matter (i.e., this reduction shall not apply, for example, with respect to Third Party patents covering a formulation or method of use for the Licensed Compound or Licensed Product) in order to Develop import, manufacture, use or Commercialize such sell any Licensed Product, and if Celgene Elixir (or its Sublicensee) is required to pay to such Third Party under such license any royaltiesa one-time license fee, milestone payments, or a royalty calculated on sales of a Licensed Product, and the infringement of such Patent patent cannot reasonably be avoided by Celgene Elixir (or its Sublicensee), or if Celgene Elixir (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties such a license fee, milestone payments or lost profits royalty to such a Third Party (and the infringement of such Patent patent cannot reasonably be avoidedavoided by Elixir), then the amount of CelgeneElixir’s royalty obligations under this Section 4.3 will 8.4 hereof shall be reduced by [* percent (***] %) of the amount of such royalties license fee, milestone payments or royalty paid to such Third Party, provided however, that the royalties payable under Section 4.3(a) will 8.4.1 hereof shall not be reduced in any such event below [* percent (***] %) of the amounts set forth in Section 4.3(a8.4.1, and provided further, that if any of such amount (i.e., * percent (*%) (but of the amount of such license fee, milestone payments or royalty paid to such Third Party) cannot be used as a reduction in a given royalty period due to the preceding proviso, such unused amount may be further reduced pursuant to Section 4.3(c) or Section 4.3(e)) carried forward for each use in a future royalty tierperiod. Any royalties payable under any Applicable Pre-Existing In-Licenses may not be deducted under this Section 4.3(d) from royalties owed to Bluebird. Any royalties payable under any Applicable New In-Licenses and Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene Elixir (or its Sublicensee) will shall use its commercially reasonable efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene Elixir or its Sublicensee exercising its reasonable judgment under this Section 4.3(d)8.4.5, Celgene will Elixir shall provide Bluebird BMS with written notice of a potential need to obtain any license from Third Parties. The Parties will shall discuss the best course of action to resolve such potential license requirement(s), provided that such discussions shall not limit or unreasonably delay Elixir’s or its Sublicensee’s right to exercise its reasonable judgment. * Confidential Treatment Requested Elixir shall be responsible for paying any and all royalties or other payments that may be payable to any Third Party as a result of Elixir’s manufacture, use or sale of any Licensed Compound or Licensed Product.

Third Party Royalty Payments. If Celgene (i) UPI or its Affiliate or Sublicensee, in its reasonable judgmentas applicable, is legally required to obtain a license from any Third Party under any Patent Covering Licensed Rights or Know-How covering a Product in order to Develop import, use or Commercialize sell such Licensed Product, ; and if Celgene (ii) UPI or its Affiliate or Sublicensee) , as applicable, is legally required under such license to pay to such Third Party under such license any royaltiesfees, and the infringement milestone payments, or royalties calculated on Net Sales of such Patent cannot reasonably be avoided by Celgene (or its Sublicensee), or if Celgene (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties or lost profits to such a Third Party (and the infringement of such Patent cannot reasonably be avoided)Product, then the amount of CelgeneUPI’s royalty obligations under this Section 4.3 will 7.5.1 hereof, shall be reduced by [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. percent ([***]%) of the amount of such license fees, milestone payments or royalties paid to such Third Party, provided however, that the royalties payable in any calendar quarter under Section 4.3(a) will 7.5.1 hereof shall not be reduced in any such event below [***] percent ([***]%) of the amounts set forth under Section 7.5.1. If (i) NPC or its Affiliate or Sublicensee, as applicable, is legally required to obtain a license from any Third Party under Patent Rights or Know-How covering a Product in order to import, use or sell such Product; and (ii) NPC or its Affiliate or Sublicensee, as applicable, is legally required under such license to pay to such Third Party license fees, milestone payments, or royalties calculated on Net Sales of such Product, then the amount of NPC’s royalty obligations under Section 4.3(a7.5.2 hereof shall be reduced by [***] percent ([***]%) (but as may be further reduced pursuant of the amount of such license fees, milestone payments or royalties paid to Section 4.3(c) or Section 4.3(e)) for each royalty tier. Any such Third Party, provided however, that the royalties payable in any calendar quarter under any Applicable Pre-Existing In-Licenses may Section 7.5.2 hereof shall not be deducted reduced in any event below [***] percent ([***]%) of the amounts set forth under this Section 4.3(d) from royalties owed to Bluebird7.5.2. Any royalties payable under any Applicable New In-Licenses UPI and Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene (or its Sublicensee) will NPC shall use its commercially reasonable efforts Commercially Reasonable Efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene or its Sublicensee exercising its reasonable judgment a Party committing to any payments to any Third Party under this Section 4.3(d)7.6.2, Celgene will it shall provide Bluebird the other Party with written notice of a potential need to obtain any Third Party license from Third Parties. The and the Parties will shall discuss the best course of action to resolve such potential need in good faith, provided that such discussions shall not unreasonably limit or delay such Party’s reasonable judgment with respect thereto. Notwithstanding the foregoing, UPI and NPC shall equally share the royalty under the JHSF License Agreement (the “JHSF Royalty”), if any, for use of the Nishino Technology in the UPI Territory. NPC shall pay the license requirement(s)fee to the JHSF and use Commercially Reasonable Efforts to negotiate and obtain the HSTTC license for the Nishino Technology. Each Party shall bear the cost incurred in their respective Territory in connection with the prosecution and maintenance of the intellectual properties related to the Nishino Technology. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Third Party Royalty Payments. If Celgene In the event that a Party, or its Affiliate or Sublicensee, after the Effective Date and in its reasonable judgment, is required to obtain a license from any Third Party under any Patent Covering patent covering the Licensed Compound in order to import, manufacture, use or sell any Licensed Product in order to Develop or Commercialize such Licensed Productfor the Partner Territory, and if Celgene a Party (or its Affiliate or Sublicensee) is required to pay to such Third Party under such license any royaltiesa royalty calculated on sales of the Licensed Product, and the infringement of such Patent patent cannot reasonably not, in such Party’s reasonable belief, be avoided by Celgene such Party (or its Affiliate or Sublicensee), or if Celgene a Party (or its Affiliate or Sublicensee) is required by a court of competent jurisdiction to pay royalties or lost profits such a royalty to such a Third Party (and the infringement of such Patent patent cannot reasonably not, in such Party’s reasonable belief, be avoidedavoided by such Party or its Affiliate or Sublicensee), then the amount of Celgenesuch Party’s royalty obligations under this Section 4.3 will Sections 8.1, 8.3 and/or 8.4 shall be reduced by [***] of the amount of such royalties royalty paid to such Third Party, ; provided however, that the royalties payable under Section 4.3(a) will Sections 8.1, 8.3 and/or 8.4 hereof shall not be reduced in any such event below [***] of the amounts set forth in Section 4.3(a) (but Sections 8.1, 8.3 and/or 8.4, as may be further reduced pursuant to Section 4.3(c) or Section 4.3(e)) for each royalty tier. Any royalties payable under any Applicable Pre-Existing In-Licenses may not be deducted under this Section 4.3(d) from royalties owed to Bluebird. Any royalties payable under any Applicable New In-Licenses and Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene (or its Sublicensee) will use its commercially reasonable efforts to minimize the amount of any of the foregoing payments owed to Third Partiesapplicable. Prior to Celgene a Party or its Affiliate or Sublicensee exercising its reasonable judgment under this Section 4.3(d)8.6, Celgene will such Party shall provide Bluebird the other Party with written notice of a potential need to obtain any license from Third Parties. The Parties will shall discuss the best course of action to resolve such potential license requirement(s), provided that such discussions shall not limit or delay such Party’s or its Affiliate’s or Sublicensee’s right to exercise its reasonable judgment. For clarity, Third Party royalty payments shall be treated as an Allowable Expense in the event that the Parties are sharing Operating Profit and Losses pursuant to Section 8.2. Except as set forth above, each Party shall be responsible for paying any and all royalties or other payments that may be payable to any Third Party as a result of such Party’s manufacture, use or sale of the Licensed Compound or Licensed Product in or for the Partner Territory (or, with respect to BMS, the BMS Territory).

Third Party Royalty Payments. If Celgene (i) Acologix or its Sublicensee, in its reasonable judgment, North American Sublicensee is required to obtain a license from any Third Party under any Patent Covering Licensed Rights covering a Product in order to Develop import, use or Commercialize sell such Licensed Product, in its reasonable judgment or pursuant to a ruling of a court of competent jurisdiction; and if Celgene (ii) Acologix (or its North American Sublicensee) is required under such license to pay to such Third Party under such license any royaltiesfees, and the infringement milestone payments, or royalties calculated on Net Sales of such Patent cannot reasonably be avoided by Celgene (or its Sublicensee), or if Celgene (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties or lost profits to such a Third Party (and the infringement of such Patent cannot reasonably be avoided)Product, then the amount of Celgene’s Acologix’ royalty obligations under this Section 4.3 will 7.3 or 7.4 hereof, as applicable, shall be reduced by [***] of the amount of such license fees, milestone payments or royalties paid to such Third Party, provided however, that (A) the royalties payable in any calendar quarter under Section 4.3(a) will Sections 7.3 and 7.4 hereof shall not be reduced in any such event below [***] of the amounts set forth in Section 4.3(atherein; and (B) (but as may no reduction shall be further reduced pursuant to Section 4.3(c) or Section 4.3(e)) for each royalty tier. Any royalties payable under any Applicable Pre-Existing In-Licenses may not be deducted made under this Section 4.3(d) from royalties owed 7.5.2 to Bluebirda royalty reduced under Section 7.3.2. Any royalties payable under any Applicable New In-Licenses and Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene (Acologix or its Sublicensee) will North American Sublicensee shall use its commercially reasonable efforts Commercially Reasonable Efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene Acologix or its North American Sublicensee exercising its reasonable judgment committing to any payments under this Section 4.3(d)7.5.2, Celgene will Acologix shall provide Bluebird Toray with written notice of a potential need to obtain any Third Parties *** Confidential treatment request pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. license from Third Parties. The and the Parties will shall discuss the best course of action to resolve such potential license requirement(s)need in good faith, provided that such discussions shall not limit or unreasonably delay Acologix’ or its North American Sublicensee’s right to exercise its reasonable judgment with respect thereto.

Third Party Royalty Payments. If Celgene or its Sublicensee, in its reasonable judgment, is required to obtain a license from any Third Party under any Patent Covering Licensed Product in order to Develop or Commercialize such Licensed Product, and if Celgene (or its Sublicensee) is required to pay to such Third Party under such license any royalties, and the infringement of such Patent cannot reasonably be avoided by Celgene (or its Sublicensee), or if Celgene (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties or lost profits to such a Third Party (and the infringement of such Patent cannot reasonably be avoided), then the amount of Celgene’s royalty obligations under this Section 4.3 will be reduced by [***] of the amount of such royalties paid to such Third Party, provided however, that the royalties payable under Section 4.3(a) will not be reduced in any such event below [***] of the amounts set forth in Section 4.3(a) (but as may be further reduced pursuant to Section 4.3(c) or Section 4.3(e)) for each royalty tier. Any royalties payable under any Applicable Pre-Existing In-Licenses may not be deducted under this Section 4.3(d) from royalties owed to Bluebird. Any royalties payable under any Applicable New In-Licenses and Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene (or its Sublicensee) will use its commercially reasonable efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene or its Sublicensee exercising its reasonable judgment under this Section 4.3(d), Celgene will provide Bluebird with written notice of a potential need to obtain any license from Third Parties. The Parties will discuss the best course of action to resolve such potential license requirement(s). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Third Party Royalty Payments. If Celgene or its Sublicensee, in its reasonable judgment, is required to obtain a license from any Third Party under any Patent Covering Licensed Product in order to Develop or Commercialize such Licensed Product, and if Celgene (or its Sublicensee) is required to pay to such Third Party under such license any royalties, and the infringement of such Patent cannot reasonably be avoided by Celgene (or its Sublicensee), or if Celgene (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties or lost profits to such a Third Party (and the infringement of such Patent cannot reasonably be avoided), then the amount of Celgene’s royalty obligations under this Section 4.3 will be reduced by [***] of the amount of such royalties paid to such Third Party, provided however, that the royalties payable under Section 4.3(a) will not be reduced in any such event below [***] of the amounts set forth in Section 4.3(a) (but as may be further reduced pursuant to Section 4.3(c) or Section 4.3(e)) for each royalty tier. Any royalties payable under any Applicable Pre-Existing In-Licenses may not be deducted under this Section 4.3(d) from royalties owed to Bluebird. Any royalties payable under any Applicable New In-Licenses and Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene (or its Sublicensee) will use its commercially reasonable efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene or its Sublicensee exercising its reasonable judgment under this Section 4.3(d), Celgene will provide Bluebird with written notice of a potential need to obtain any license from Third Parties. The Parties will discuss the best course of action to resolve such potential license requirement(s).

Third Party Royalty Payments. If Celgene or its Sublicensee, in its reasonable judgment, is required to obtain a license from any Third Party under any Patent Covering Licensed Product in order to Develop or Commercialize such Licensed Product, and if Celgene (or its Sublicensee) is required to pay to such Third Party under such license any royalties, and the infringement of such Patent cannot reasonably be avoided by Celgene (or its Sublicensee), or if Celgene (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties or lost profits to such a Third Party (and the infringement of such Patent cannot reasonably be avoided), then the amount of Celgene’s royalty obligations under this Section 4.3 will be reduced by [***] of the amount of such royalties paid to such Third Party, provided however, that the royalties payable under Section 4.3(a) will not be reduced in any such event below [***] of the amounts set forth in Section 4.3(a) (but as may be further reduced pursuant to Section 4.3(c) or Section 4.3(e)) for each royalty tier. Any royalties payable under any Applicable Pre-Existing In-Licenses may [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. not be deducted under this Section 4.3(d) from royalties owed to Bluebird. Any royalties payable under any Applicable New In-Licenses and Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene (or its Sublicensee) will use its commercially reasonable efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene or its Sublicensee exercising its reasonable judgment under this Section 4.3(d), Celgene will provide Bluebird with written notice of a potential need to obtain any license from Third Parties. The Parties will discuss the best course of action to resolve such potential license requirement(s). [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Third Party Royalty Payments. If Celgene or its Sublicensee, in its reasonable judgment, is required to obtain a license from any Third Party under any Patent Covering Licensed Product in order to Develop or Commercialize such Licensed ProductProduct in the United States, and if Celgene (or its Sublicensee) is required to pay to such Third Party under such license any royalties, and the infringement of such Patent cannot reasonably be avoided by Celgene (or its Sublicensee), or if Celgene (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties or lost profits to such a Third Party (and the infringement of such Patent cannot reasonably be avoided), then the amount of Celgene’s royalty obligations under this Section 4.3 will be reduced by [***] of the amount of such royalties paid to such Third Party, provided however, that the royalties payable under Section 4.3(a) will not be reduced in any such event below [***] of the amounts set forth in Section 4.3(a) (but as may be further reduced pursuant to Section 4.3(c) or Section 4.3(e)) for each royalty tier. Any royalties payable under any Applicable Pre-Existing In-Licenses that directly relate to the Commercialization of the Elected Candidate or Licensed Product in the United States may not be deducted under this Section 4.3(d) from royalties owed to Bluebird. Any royalties payable under any Applicable New In-Licenses and Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene (or its Sublicensee) will use its commercially reasonable efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene or its Sublicensee exercising its reasonable judgment under this Section 4.3(d), Celgene will provide Bluebird with written notice of a potential need to obtain any license from Third Parties. The Parties will discuss the best course of action to resolve such potential license requirement(s).

Third Party Royalty Payments. If Celgene or its Sublicensee, in its reasonable judgment, is required Sobi actually pays any payment to obtain a license from any Third Party under any Patent Covering Licensed for such Sobi Third Party License in consideration for issued Patents that Cover the Compound or Product (but excluding Patents that Cover the other active ingredient(s) in a Combination Product) in the Sobi Territory and that would be infringed by the sale of the Product in order the Sobi Territory in the absence of such license or other rights, then Sobi shall be entitled to Develop or Commercialize reduce, on a Product-by-Product and country-by-country basis, from any of the royalties otherwise payable by Sobi pursuant to Section 10.2.5 (Royalty Rate), an amount equal to [**] of any such Licensed Product, and if Celgene (or its Sublicensee) is required to pay payments paid by Sobi to such Third Party under such license any royalties, and pursuant to the infringement of such Patent cannot reasonably be avoided by Celgene (or its Sublicensee), or if Celgene (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties or lost profits to such a applicable Sobi Third Party (and License with respect to the infringement Development, Manufacture, Final Manufacture or Commercialization of the same Product in the Sobi Territory; provided that such Patent canreduction will not reasonably be avoided)reduce the royalties payable to ADCT for such Product in such country in a particular Calendar Quarter by more than [**] of what would have been payable to ADCT under Section 57 Certain confidential information contained in this document, then the amount of Celgene’s royalty obligations under this Section 4.3 will be reduced marked by [***] of ], has been omitted because ADC Therapeutics SA has determined that the information (i) is not material and (ii) is customarily and actually treated by ADC Therapeutics as private or confidential. 10.2.5 (Royalty Rate) for such Product in such country without taking such reductions (the “Third Party Stacking Floor”); provided, further, that to the extent that any such amount cannot be offset or deducted against any royalty payment due with respect to such Product in such country for any given Calendar Quarter due to for foregoing limitations for such payment, then the unused portion of such royalties paid amount may be carried forward and offset against the royalty payment(s) with respect to such Third Party, provided however, that Product in such country in the royalties payable under Section 4.3(a) will not be reduced in any such event below [***] of the amounts set forth in Section 4.3(afollowing Calendar Quarter(s) (but as may be further reduced pursuant subject always to Section 4.3(c) or Section 4.3(e)) for each royalty tier. Any royalties payable under any Applicable Pre-Existing In-Licenses may not be deducted under this Section 4.3(d) from royalties owed to Bluebird. Any royalties payable under any Applicable New In-Licenses and Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene (or its Sublicensee) will use its commercially reasonable efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene or its Sublicensee exercising its reasonable judgment under this Section 4.3(d), Celgene will provide Bluebird with written notice of a potential need to obtain any license from Third Parties. The Parties will discuss the best course of action to resolve such potential license requirement(sParty Stacking Floor).

Third Party Royalty Payments. If Celgene Sunesis or its Sublicensee, in its reasonable judgment, is required to obtain a license from any Third Party under any Patent Covering patent covering the applicable [*] 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. Licensed Product Compound as a composition of matter (i.e., this reduction shall not apply, for example, with respect to Third Party patents covering a formulation or method of use for the Licensed Compound or Licensed Product) in order to Develop import, manufacture, use or Commercialize such sell any Licensed Product, and if Celgene Sunesis (or its Sublicensee) is required to pay to such Third Party under such license any royaltiesa one-time license fee, milestone payments, or a royalty calculated on sales of a Licensed Product, and the infringement of such Patent patent cannot reasonably be avoided by Celgene Sunesis (or its Sublicensee), or if Celgene Sunesis (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties such a license fee, milestone payments or lost profits royalty to such a Third Party (and the infringement of such Patent patent cannot reasonably be avoidedavoided by Sunesis), then the amount of Celgene’s Sunesis’ royalty obligations under this Section 4.3 will 8.4 hereof shall be reduced by [*] percent ([**] ]%) of the amount of such royalties license fee, milestone payments or royalty paid to such Third Party, provided however, that the royalties payable under Section 4.3(a) will 8.4.1 hereof shall not be reduced in any such event below [***] ]% of the amounts set forth in Section 4.3(a) (but as may be further reduced pursuant to Section 4.3(c) or Section 4.3(e)) for each royalty tier8.4.1. Any royalties payable under any Applicable Pre-Existing In-Licenses may not be deducted under this Section 4.3(d) from royalties owed to Bluebird. Any royalties payable under any Applicable New In-Licenses and Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene Sunesis (or its Sublicensee) will shall use its commercially reasonable efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene Sunesis or its Sublicensee exercising its reasonable judgment under this Section 4.3(d)8.4.5, Celgene will Sunesis shall provide Bluebird BMS with written notice of a potential need to obtain any license from Third Parties. The Parties will shall discuss the best course of action to resolve such potential license requirement(s), provided that such discussions shall not limit or unreasonably delay Sunesis’ or its Sublicensee’s right to exercise its reasonable judgment. Sunesis shall be responsible for paying any and all royalties or other payments that may be payable to any Third Party as a result of Sunesis’ manufacture, use or sale of any Licensed Compound or Licensed Product.

Third Party Royalty Payments. If Celgene or its Sublicensee, in its reasonable judgment, is required to obtain a license from any Third Party under any Patent Covering Licensed Product in order to Develop or Commercialize such Licensed ProductProduct in the United States, and if Celgene (or its Sublicensee) is required to pay to such Third Party under such license any royalties, and the infringement of such Patent cannot reasonably be avoided by Celgene (or its Sublicensee), or if Celgene (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties or lost profits to such a Third Party (and the infringement of such Patent cannot reasonably be avoided), then the amount of Celgene’s royalty obligations under this Section 4.3 will be reduced by [***] of the amount of such royalties paid to such Third Party, provided however, that the royalties payable under Section 4.3(a) will not be reduced in any such event below [***] of the amounts set forth in Section 4.3(a) (but as may be further reduced pursuant to Section 4.3(c) or Section 4.3(e)) for each royalty tier. Any royalties payable under any Applicable Pre-Existing In-Licenses that directly relate to the Commercialization of the Elected Candidate or Licensed Product in the United States may not be deducted under this Section 4.3(d) from royalties owed to Bluebird. Any royalties payable under any Applicable New In-Licenses and Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene (or its Sublicensee) will use its Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. commercially reasonable efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene or its Sublicensee exercising its reasonable judgment under this Section 4.3(d), Celgene will provide Bluebird with written notice of a potential need to obtain any license from Third Parties. The Parties will discuss the best course of action to resolve such potential license requirement(s).

Third Party Royalty Payments. If Celgene or its Sublicensee, in its reasonable judgment, is required to obtain a license from any Third Party under any Patent Covering Licensed Product in order to Develop or Commercialize such Licensed Product, and if Celgene (or its Sublicensee) is required to pay to such Third Party under such license any royalties, and Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. the infringement of such Patent cannot reasonably be avoided by Celgene (or its Sublicensee), or if Celgene (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties or lost profits to such a Third Party (and the infringement of such Patent cannot reasonably be avoided), then the amount of Celgene’s royalty obligations under this Section 4.3 will be reduced by [***] of the amount of such royalties paid to such Third Party, provided however, that the royalties payable under Section 4.3(a) will not be reduced in any such event below [***] of the amounts set forth in Section 4.3(a) (but as may be further reduced pursuant to Section 4.3(c) or Section 4.3(e)) for each royalty tier. Any royalties payable under any Applicable Pre-Existing In-Licenses may not be deducted under this Section 4.3(d) from royalties owed to Bluebird. Any royalties payable under any Applicable New In-Licenses and Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene (or its Sublicensee) will use its commercially reasonable efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene or its Sublicensee exercising its reasonable judgment under this Section 4.3(d), Celgene will provide Bluebird with written notice of a potential need to obtain any license from Third Parties. The Parties will discuss the best course of action to resolve such potential license requirement(s).

Third Party Royalty Payments. If Celgene or its Sublicensee, in its reasonable judgment, is required to obtain a license from any Third Party under any Patent Covering Licensed Product in order to Develop or Commercialize such Licensed Product, and if Celgene (or its License Agreement CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Sublicensee) is required to pay to such Third Party under such license any royalties, and the infringement of such Patent cannot reasonably be avoided by Celgene (or its Sublicensee), or if Celgene (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties or lost profits to such a Third Party (and the infringement of such Patent cannot reasonably be avoided), then the amount of Celgene’s royalty obligations under this Section 4.3 will be reduced by [***] of the amount of such royalties paid to such Third Party, provided however, that the royalties payable under Section 4.3(a) will not be reduced in any such event below [***] of the amounts set forth in Section 4.3(a) (but as may be further reduced pursuant to Section 4.3(c) or Section 4.3(e)) for each royalty tier. Any royalties payable under any Applicable Pre-Existing In-Licenses may not be deducted under this Section 4.3(d) from royalties owed to Bluebird. Any royalties payable under any Applicable New In-Licenses and Celgene Licensed Product In-Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene (or its Sublicensee) will use its commercially reasonable efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene or its Sublicensee exercising its reasonable judgment under this Section 4.3(d), Celgene will provide Bluebird with written notice of a potential need to obtain any license from Third Parties. The Parties will discuss the best course of action to resolve such potential license requirement(s).

Third Party Royalty Payments. If Celgene or its Sublicensee, in its reasonable judgment, is required to obtain a license from any Third Party under any Patent Covering Licensed Product in order to Develop or Commercialize such Licensed Product, and if Celgene (or its Sublicensee) is required to pay to such Third Party under such license any royalties, and the infringement of such Patent cannot reasonably be avoided by Celgene (or its Sublicensee), or if Celgene (or its Sublicensee) is required by a court of competent jurisdiction to pay royalties or lost profits to such a Third Party (and the infringement of such Patent cannot reasonably be avoided), then the amount of Celgene’s royalty obligations under this Section 4.3 will be reduced by [***] of the amount of such royalties paid to such Third Party, provided however, that the royalties payable under Section 4.3(a) will not be reduced in any such event below [***] of the amounts set forth in Section 4.3(a) (but as may be further reduced pursuant to Section 4.3(c) or Section 4.3(e)) for each royalty tier. Any royalties payable under any Applicable Pre-Existing In-Licenses may not be deducted under this Section 4.3(d) from royalties owed to Bluebird. Any royalties payable under any Applicable New In-Licenses and Celgene Licensed Product In-In- Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Licenses may be deducted under this Section 4.3(d) from royalties owed to Bluebird. Celgene (or its Sublicensee) will use its commercially reasonable efforts to minimize the amount of any of the foregoing payments owed to Third Parties. Prior to Celgene or its Sublicensee exercising its reasonable judgment under this Section 4.3(d), Celgene will provide Bluebird with written notice of a potential need to obtain any license from Third Parties. The Parties will discuss the best course of action to resolve such potential license requirement(s).