Common use of Third Party Payments Clause in Contracts

Third Party Payments. (a) Subject to Section 6.4.4(c), the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such country. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder.

Third Party Payments. After the Effective Date, if either Party at any time believes that a license under Third Party Patents or Third Party Know-How, other than an Existing Third Party Agreement, could be necessary or useful to Develop, Manufacture or Commercialize the Shared Products, then such Party shall notify (A) the JDC if such notice is provided during Development or Manufacturing of Shared Products for Development or (B) the JCC if such notice is provided during Commercialization of Shared Products, and the following shall apply: (a) Subject If the JDC or JCC, as applicable, agrees by unanimous vote to Section 6.4.4(c), the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront payments, milestone payments, royaltiesobtain such license, and other amounts paid by if so, which of the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such countrywill do so, then the Applicable Commercialization Parties will proceed as determined by the JDC or JCC, as applicable. If the JDC or JCC, as applicable, cannot agree on whether to obtain such license or which Party shall reasonably allocate all upfront paymentswill do so, milestone payments and other non-royalty amounts between then the Licensed Product and such other products, and the Applicable Commercialization Party shall only matter will be entitled to credit against the royalties due escalated to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs JSC for resolution in accordance with Section 8.42.2; provided that, if the JSC cannot agree on which Party should obtain such license, then the Lead Party in the applicable Territory shall have the first right to obtain such license and if the applicable Lead Party does not promptly exercise such right then the other Party shall have the right to do so; provided, further, that, after a Vividion Opt-Out Notice, Celgene shall have the sole right, but not the obligation, to obtain such license throughout the Territory. (b) In The costs of each license obtained pursuant to Section 9.5(a) (each, a “Subsequent Third Party Agreement”) to the extent such costs directly relate to the Shared Products and constitute COGS shall be included for purposes of calculating the Profit & Loss Share and, in the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in Vividion Opt-Out Date, shall be borne solely by Celgene to the other Party’s part of the Territory extent incurred after the Restatement Date (EPIZYME represents and warrants Vividion Opt-Out Date, subject to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Datededuction from royalties in accordance with Section 9.4(d), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such country. (c) If any amount is or becomes payable For purposes of this Agreement, the Third Party Patents and Third Party Know-How licensed under a Subsequent Third Party Agreement shall be deemed “Co-Co Collaboration Intellectual Property” of the Party obtaining such license. (d) (i) The Party designated to UNC under pursue the UNC License Subsequent Third Party Agreement shall keep the other Party fully informed of the status of the negotiations with the applicable Third Party and provide the other Party with copies of all draft agreements; (or under any ii) the other agreement entered into by EPIZYME or any Affiliate Party may provide comments and UNC suggestions with respect to the negotiation of the agreement with such Third Party, and the Party seeking the Subsequent Third Party Agreement shall reasonably consider all comments and suggestions reasonably recommended by the other Party; and (iii) the Party seeking the Subsequent Third Party Agreement shall obtain a license that is sublicensable to the other Party in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party intellectual property that is as Co-Co Collaboration Intellectual Property hereunder and treating the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country agreement licensing such Third Party intellectual property in the worldsame way as the Existing Third Party Agreements (including as provided in Section 8.5), EPIZYME shall except for payment obligations, which will be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereundertreated as provided in this Section 9.5.

Third Party Payments. (a) Subject If Oculis or any Affiliate of Oculis is bound to Section 6.4.4(c)make payment of Third Party Payments in any Calendar Year, the Applicable Commercialization Party then Oculis shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal deduct up to [***] percent of such Third Party Payments (the “Off-Set Amount”) against amounts otherwise payable to Accure under this Agreement during the same Calendar Year, provided that, subject to the final paragraph below, deductions of the Off-Set Amount (prior to reductions under 6.4.2) shall not cause payments to Accure during such Calendar Year to be reduced to less than [***] of amounts due prior to deduction of such Off-Set Amount during such Calendar Year (the “Off-Set Cap”). In the event that any Off-Set Amount exceeds the Off-Set Cap for any Calendar Year, the amount of the Off-Set Amount remaining after application of the Off-Set Cap may be carried forward (subject to the [***] floor referred to in the preceding sentence) and Oculis may deduct the remaining Off-Set Amount from subsequent amounts due to Accure in the forthcoming Calendar Years until the full Off-Set Amount has been deducted. For clarity, in the event Third Party Payments relate to an Additional Ingredient included in a Combination Product and the Combination Product offset mechanism contemplated under Section 1.28 is used, Oculis shall not be entitled to reduce the royalty payments under this Section 6.6. Notwithstanding anything to the contrary set forth in this Agreement i) to the extent Third Party Payments arise from or relate to a material breach of an Accure representation or warranty under this Agreement then the Off-Set Amount shall be ([***]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to such Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary Payments (with an Off-Set Cap for the Development, Manufacture, or Commercialization such offsets of such Licensed Product in such country[***]); provided, however, that, (ii) to the extent that any Third Party Payments arise from Licensed Technology or its use infringing third party intellectual property rights, then the Off-Set Amount shall be [***] of such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, Payments (and the Applicable Commercialization Party Off-Set Cap for such offsets shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent *]) and, (iii) the Off-Set amount shall be, and Oculis may deduct, [**]%*] of any payments it is bound to make (as evidenced by written documentation) to any of the amounts that are reasonably allocable other parties to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the Institution Agreement (other Party hereunder defense costs than Accure) in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree connection with the goal Institution Agreement (with an Off-Set cap of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights zero for such Licensed Product in offsets); Oculis shall use reasonable efforts to notify Accure prior to making such countrypayment. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder.

Third Party Payments. (a) Subject to Section 6.4.4(c), the Applicable Commercialization Party GSK shall be entitled to credit against the royalties due to the other Party on EPIZYME upon Net Sales of a Licensed Product in a country an amount equal to [**] ]percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts the total royalties paid by the Applicable Commercialization Party, its Affiliates or Sublicensees GSK to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates Patents or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are Know-How necessary for the Developmentmanufacture, Manufactureuse, offer for sale, sale or Commercialization importation of such Licensed Product in such country; provided, however, provided however that, all such credits pursuant to this Section 6.8.4 shall not reduce the extent that royalties payable to EPIZYME with respect to any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled any country to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product less than [**] percent ([**]%) of the amounts royalties otherwise due to EPIZYME pursuant to Sections 6.8.1, 6.8.2, and 6.8.3; and provided further that, GSK shall have the right to carry forward for application against royalties payable to EPIZYME with respect to Net Sales of such Licensed Product in such country in future periods any amount that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties is not so credited due to the other Party hereunder defense costs limitation in accordance with Section 8.4. (b) the immediately preceding proviso. In the event a Party EPIZYME enters into any a Patent or Know-How license with a Third Party intellectual property license that is necessary for its activities and necessary for the Developmentmanufacture, Manufactureuse, offer for sale, sale or Commercialization importation of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date Effective Date, (EPIZYME represents and warrants to EISAI it being understood that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Effective Date), under which such Party EPIZYME is entitled to grant a sublicense to the other PartyGSK, the other Party GSK will have the right to obtain such sublicense from such sublicensor PartyEPIZYME; provided however that, (a) if such other Party GSK elects to obtain such sublicense, such other Party shall GSK would pay [**] one hundred percent ([**]100%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor PartyEPIZYME, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party GSK shall be entitled to credit against the royalties due to the sublicensor Party on EPIZYME upon Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party GSK (either directly or indirectly through the sublicensor PartyEPIZYME) to such Third Party with respect to such license rights for such Licensed Product in such country. , subject to the same limitations described in the provisos at the end of the immediately preceding sentence, and (cb) If any amount is or becomes if GSK does not pay one hundred percent (100%) of the amounts payable to UNC such Third Party on account of such sublicense to GSK, such Third Party Patent or Know-How shall be excluded from the licenses granted to GSK hereunder (i.e., if GSK does not pay such amounts with respect to sublicenses that would otherwise be granted to GSK under the UNC License Agreement (or under any other agreement Third Party license(s) entered into by EPIZYME or any Affiliate EPIZYME, the corresponding license rights shall not be sublicensed to GSK and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible deemed not to Control such licensed intellectual property for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable purposes of the licenses granted to EISAI GSK hereunder).

Third Party Payments. (a) Subject to Section 6.4.4(c), the Applicable Commercialization Party CELGENE shall be entitled to credit against the royalties due to the other Party on EPIZYME upon Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts the total royalties for Net Sales of such Licensed Product that are paid by the Applicable Commercialization Party, its Affiliates or Sublicensees CELGENE to Third Parties with respect to license rights to Third Party intellectual property licensed by Patents that Cover the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, use, offer for sale, sale or Commercialization importation of such Licensed Product in such country; provided, however, provided however that, all such credits pursuant to this Section 6.8.4 shall not reduce the extent that royalties payable to EPIZYME with respect to any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled any country to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product less than [**] percent ([**]%) of the amounts royalties otherwise due to EPIZYME pursuant to Section 6.8.1 or Section 6.8.2; and provided further that, CELGENE shall have the right to carry forward for application against royalties payable to EPIZYME with respect to Net Sales of such Licensed Product in such country in future periods any amount that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties is not so credited due to the other Party hereunder defense costs limitation in accordance with Section 8.4the immediately preceding proviso. (b) In the event a Party EPIZYME or any of its Affiliates enters into any a Patent or Know-How license with a Third Party intellectual property license that is necessary or useful for the Development, Manufacture, use, offer for sale, sale or Commercialization importation of a Licensed Product in a country in the other Party’s part of the CELGENE Territory after the Restatement Date Effective Date, (it being understood that, except for the UNC Agreement, neither EPIZYME represents and warrants to EISAI that EPIZYME nor any of its Affiliates is not a party to any such relevant Third Party licenses as of the Restatement Effective Date), under which such Party EPIZYME or its Affiliate, as applicable, is entitled to grant a sublicense to the other PartyCELGENE, the other Party CELGENE will have the right to obtain such sublicense from such sublicensor PartyEPIZYME or its Affiliates, as applicable; provided however that, subject to Sections 6.8.4(d) and 10.4(f), (i) if such other Party CELGENE elects to obtain such sublicense, such other Party shall CELGENE would pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor PartyEPIZYME or its Affiliate, as applicable, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party CELGENE shall be entitled to credit against the royalties due to the sublicensor Party on EPIZYME upon Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party CELGENE (either directly or indirectly through the sublicensor PartyEPIZYME) to such Third Party with respect to such license rights for such Licensed Product in such country, subject to the same limitations described in the provisos at the end of the immediately preceding subsection (a), and (ii) if CELGENE does not pay [**] percent ([**]%) of the amounts payable to such Third Party on account of such sublicense to CELGENE, such Third Party Patent or Know-How shall be excluded from the licenses granted to CELGENE hereunder (i.e., if CELGENE does not pay such amounts with respect to sublicenses that would otherwise be granted to CELGENE under Third Party license(s) entered into by EPIZYME or its Affiliate, as applicable, the corresponding license rights shall not be sublicensed to CELGENE and EPIZYME shall be deemed not to Control such licensed intellectual property for purposes of the licenses and other rights granted to CELGENE hereunder). (c) If any amount is or becomes payable to UNC under In the UNC License Agreement (or under any other agreement entered into by EPIZYME event CELGENE or any Affiliate and UNC of its Affiliates enters into a Patent or Know-How license with respect to the intellectual property a Third Party that is necessary or useful for the subject of the UNC License Agreement) with respect to the Development, Manufacture, use, offer for sale, sale or Commercialization importation of a Licensed Product in the EPIZYME Territory after the Effective Date, (it being understood that neither CELGENE nor any country of its Affiliates is a party to any such relevant Third Party licenses as of the Effective Date), under which CELGENE or its Affiliate, as applicable, is entitled to grant a sublicense to EPIZYME, EPIZYME will have the right to obtain such sublicense from CELGENE or its Affiliates, as applicable; provided however that, (i) if EPIZYME elects to obtain such sublicense, EPIZYME would pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to CELGENE or its Affiliate, as applicable, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party), and (ii) if EPIZYME does not pay [**] percent ([**]%) of the amounts payable to such Third Party on account of such sublicense to EPIZYME, such Third Party Patent or Know-How shall be excluded from the licenses granted to EPIZYME hereunder (i.e., if EPIZYME does not pay such amounts with respect to sublicenses that would otherwise be granted to EPIZYME under Third Party license(s) entered into by CELGENE or its Affiliate, as applicable, the corresponding license rights shall not be sublicensed to EPIZYME and CELGENE shall be deemed not to Control such licensed intellectual property for purposes of the licenses and other rights granted to EPIZYME hereunder). (d) Notwithstanding anything to the contrary in this Agreement, in the worldevent EPIZYME enters into a Patent or Know-How license with a Third Party with respect to U.S. Patent No. [**] or any U.S. or foreign family members of such Patent, after the Effective Date, EPIZYME shall, at EPIZYME’s sole cost and expense, ensure that such Third Party license shall be solely responsible for and shall pay all such amountspermit EPIZYME to grant a sublicense to CELGENE, and no any intellectual property licensed under such amounts Third Party license shall automatically be creditable against any royalties payable deemed to EISAI hereunderbe EPIZYME IP and within the Control of EPIZYME as of the effective date of such Third Party license. For the avoidance of doubt, Sections 6.8.4(a) - (c), inclusive, including the payment provisions therein, shall not apply with respect to such Third Party license.

Third Party Payments. (ai) Subject to Except as otherwise provided in Section 6.4.4(c8.9 or Section 14.3(b)(viii)(B), [**] shall be [**] responsible for [**] amounts payable under the Applicable Commercialization Existing Third Party Agreements with respect to Licensed Compounds and Licensed Products. (ii) At any time, if either Party determines that the Parties should obtain a license under Third Party Patent Rights or Third Party Know-How [**] to use a Collaboration Target or to Develop, Manufacture or Commercialize Collaboration Compounds, Licensed Compounds and/or Licensed Products, then such Party shall notify the JRC or the JDC, as applicable. (A) If the JRC or JDC agrees by Mutual Consent to obtain such license, the JRC or JDC shall determine which Party should obtain such license; provided that, if the JRC or JDC cannot agree on which Party should obtain such license, then Celgene shall be the Party to do so if Celgene has exercised the Celgene Program Option (or taken an exclusive license under Section 8.2) for the Program to which the license relates, and Agios shall do so if Celgene has not yet exercised such Celgene Program Option (or taken an exclusive license under Section 8.2); provided that, with respect to Split Programs, the Parties shall each be entitled to credit against do so for their respective portions of the royalties due Territory; provided further that Agios shall be the Party to obtain such license with respect to any Buy-In Program for which Agios is the Commercializing Party. (B) If such license is entered into following the Effective Date, then the costs of such license shall be shared as follows: (1) the Party who obtains such license shall be solely responsible for all costs under such license prior to the exercise of the Celgene Program Option (or prior to the effective date of Celgene’s exclusive license under Section 8.2) with respect to the Program to which such license relates and all costs not described in clause (2); and (2) the Parties shall [**] all royalty and milestones costs incurred after the Option Exercise Date (or after the effective date of Celgene’s exclusive license under Section 8.2) to the extent the costs directly relate to such Program and to events following such Option Exercise Date (or following the effective date of Celgene’s exclusive license under Section 8.2); provided that, if such license is entered into following the Effective Date but prior to the exercise of the Celgene Program Option (or the effective date of Celgene’s exclusive license under Section 8.2) with respect to such Program to which such license relates, Celgene may deduct [**] all costs paid by Celgene under clause (2) from any milestone incurred after and including the milestone event described in Section 9.6(a)(3) or any royalty payments owed to Agios hereunder with respect to such Program; provided further that, with respect to Buy-In Programs, the foregoing payment obligations will be borne [**]% by the Commercializing Party and [**]% by the Buy-In Party, with the events described in this Section 9.7(g)(ii)(B) being based on the date the Buy-In Party exercises its Buy-In Right, rather than the Option Exercise Date. (C) For purposes of this Agreement, the Third Party Patent Rights and Third Party Know-How licensed pursuant to this Section 9.7(g)(ii) shall be deemed “Collaboration Intellectual Property” of the Party obtaining such license. (1) The Party designated to pursue the license shall keep the other Party fully informed of the status of the negotiations with the Third Party and provide the other Party with copies of all draft agreements; (2) the other Party may provide comments and suggestions with respect to the negotiation of the agreement with the Third Party, and the Party seeking the license shall reasonably consider all comments and suggestions reasonably recommended by the other Party; and (3) the Party seeking the license shall obtain a license that is sublicensable to the other Party on Net Sales in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party intellectual property as Collaboration Intellectual Property hereunder and treating the agreement licensing such Third Party intellectual property in the same way as the Existing Third Party Agreements (including as provided in Section 8.7), except for payment obligations, which will be treated as provided in this Section 9.7(g)(ii). (E) If the JRC or JDC does not agree by Mutual Consent that a Licensed Product license proposed pursuant to this Section 9.7(g)(ii) should be obtained, either Party shall have the right to obtain the license at its own cost (a “Unilateral In-License”). In such event, no rights or licenses obtained under any such Third Party license shall be included in any license granted under this Agreement by the Party obtaining the license to the other Party, unless and until the other Party agrees to pay its share of the costs of such license as described in Section 9.7(g)(ii)(B) and to reimburse the other Party for the share of the costs of such license that the non-licensing Party would have paid under Section 9.7(g)(ii)(B) if the Unilateral In-License had been entered into pursuant to Section 9.7(g)(ii)(B). If a country an amount equal Party agrees to make such payments, such license shall cease to be a Unilateral In-License hereunder. (iii) In the event that royalties are payable by a Party to the other Party with respect to any Royalty-Bearing Product(s) for which the paying Party is the Commercializing Party under this Section 9.7, such Commercializing Party shall have the right to deduct a maximum of [**] percent ([**]%) of all upfront payments, milestone payments, royalties, and any royalties or other amounts actually paid by the Applicable Commercialization Party, its Affiliates or Sublicensees Commercializing Party to a Third Parties Party with respect to license rights a Unilateral In-License, but only to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party extent that the Applicable Commercialization Party reasonably believes Patent Rights and/or Know-How licensed under such Unilateral In-License are necessary for [**] to use the Collaboration Target to which such Royalty-Bearing Product(s) is directed, or to the Development, Manufacture, Manufacture or Commercialization of such Licensed Product Royalty-Bearing Product(s) in a country(ies) in the Territory (or the US Territory or ROW Territory, as applicable, with respect to Split Products), from royalty payments otherwise due and payable by such Commercializing Party to the other Party under this Section 9.7 with respect to such Royalty-Bearing Product(s) in such country(ies), on a Royalty-Bearing Product-by-Royalty-Bearing Product and country-by- country basis; provided, however, that, to that in no event shall the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized aggregate deductions permitted by this subsection (iii) reduce the royalties payable by the Applicable Commercialization Commercializing Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of with respect to any such Licensed Product Royalty-Bearing Product(s) in such country(ies) for any Calendar Quarter to less than [**] percent ([**]%) of the amounts royalties otherwise due in the absence of any deduction pursuant to this subsection (iii); provided further that on a Royalty-Bearing Product-by-Royalty-Bearing Product basis, any royalty deductions that are reasonably allocable not credited against royalties payable by such Commercializing Party to such other Party for the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties Calendar Quarter in which they were accrued due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country limitation in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents preceding proviso shall be carried forward and warrants credited against royalties payable by such Commercializing Party to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain in subsequent Calendar Quarter(s) hereunder until such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such countryroyalty credits are completely expended. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder.

Third Party Payments. The Parties acknowledge that during the Term, the JSC may determine that planned activities or product features under this Agreement with respect to Research Candidates, Development Candidates or Products may require or benefit from a license under additional Patents, Know-How or Materials of Third Parties (an “In-License”); provided that (a) Subject Unum will be solely responsible for entering into any In-Licenses relating solely to ACTR T-cells, (b) SGI will be solely responsible for entering into any In-Licenses relating solely to the SGI Antibodies and (c) the Parties will discuss which Party is the most appropriate with respect to any other In-License, including any In-License relating to the combination of ACTR T-cells and the SGI Antibodies. The Parties agree that all payments to any Third Party in respect of any In-License, Unum Existing In-Licenses and SGI Existing In-License will be deemed a “Third Party Payment” and subject to this Section 10.7. Responsibility for In-Licenses, Unum Existing In-Licenses, SGI Existing In-License and Third Party Payments will be as follows: (a) Unum will be responsible for all upfront, milestone and other Third Party Payments under the Unum Existing In-Licenses; provided that (i) any royalties due under such Unum Existing In-Licenses will be included in the Research Costs, Development Costs, Joint Commercialization Costs or Manufacturing Costs (as applicable) for ACTR T-cells for the Shared Territory, (ii) any royalties due under such Unum Existing In-Licenses will be reimbursed by SGI for sales of Product in the Licensed Territory when invoiced, and (iii) if SGI is the Continuing Party for any Reversion Product, any royalties due under the Unum Existing In-Licenses will be reimbursed in connection with any payment obligations paid by SGI pursuant to Section 6.4.4(c3.2(c). (b) SGI will be responsible for all upfront, milestone and other Third Party Payments under the SGI Existing In-Licenses; provided that (i) any royalties due under such SGI Existing In-Licenses will be included in the Research Costs, Development Costs, Joint Commercialization Costs or Manufacturing Costs (as applicable) for SGI Antibodies, and (ii) if Unum is the Continuing Party for any Reversion Product, any royalties due under the SGI Existing In-Licenses will be reimbursed in connection with any payment obligations paid by Unum pursuant to Sections 3.1(d) or 3.2(c). (c) Any Third Party Payment (other than Third Party Payments covered in Section 10.7(a) and Section 10.7(b)) owed under an In-License entered into after the Effective Date will be determined as follows. (i) If a Party acquires any new In-License after the Effective Date, such Party will bring such In-License to the attention of the JSC. If a potential In-License is brought to the attention of the JSC pursuant to this Section 10.7(c), the Applicable Commercialization Party shall Parties will, through the JSC, discuss in good faith whether such In-License should be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts paid made available for use by the Applicable Commercialization Party, its Affiliates or Sublicensees Parties pursuant to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary this Agreement for the Research, Development, Manufacture, Manufacture or Commercialization of such Licensed Product in such country; providedResearch Candidates, however, that, Development Candidates or Products. The Party to the extent that In-License will propose, through the JSC, an equitable allocation of any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all non-product specific upfront payments, milestone payments or similar payments payable under the In-License (including, for example, an upfront payment to access technology, milestone payments that are not product specific or are payable upon the first product to achieve the applicable milestone event, etc.). Any upfront payments, milestone payments or similar payments that are specific to the Research Candidates, Development Candidates or Products will be allocated [***] to the corresponding Research Candidates, Development Candidates or Products. The JSC will discuss the rationale of including the In-License and other the proposed economics associated with doing so (including related royalty obligations). For any In-License that the Parties agree should be made available for use by the Parties pursuant to this Agreement, (i) the Patents, Know-How and Materials in-licensed under such In-License will be deemed “Controlled” under this Agreement as Unum Background Technology or SGI Background Technology (as applicable), (ii) any allocated payments that are non-royalty amounts between territory specific or for the Shared Territory will be allocated as Development Costs, and (iii) subject to Section 10.7(c)(ii), any allocated payments for the Licensed Product Territory will be borne [***] by SGI or, if Unum is the Continuing Party, Unum. If the Parties conclude that such In-License should not be made available for use by the Parties pursuant to this Agreement or the Parties cannot agree on the economic terms for allocation of any payments due thereunder, then (A) the Patents, Know-How and Materials in-licensed under such other productsIn-License will not be deemed Unum Background Technology or SGI Background Technology (as applicable) and will not be deemed “Controlled” for purposes of this Agreement, and (B) the Applicable Commercialization Parties will not use any Patents, Know-How or Materials in-licensed under such In-License in connection with the performance of this Agreement. (ii) With regard to clause (iii) of Section 10.7(c)(i), on a calendar quarter-by-calendar quarter and country-by-country basis, SGI or Unum if Unum is the Continuing Party shall only (as applicable) will be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product offset [***] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the amount of any royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the applicable Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such country. (c) If any amount is or becomes payable to UNC under the UNC applicable In-License Agreement for Patent licenses that are required in order to practice the SGI Background Technology or the Unum Background Technology (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreementas applicable) with respect to a Product or a Reversion Product against the Developmentamount of the royalties that would otherwise be payable to Unum or SGI pursuant to this Agreement for such Product or Reversion Product. Notwithstanding anything to the contrary in this Section 10.7(c)(ii), Manufacture, in no event will the royalty due and payable to pursuant to this Agreement with respect to a Product or Commercialization of a Licensed Reversion Product in any calendar quarter and country be reduced by more than [***] in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereundertier.

Third Party Payments. (ai) Subject to Section 6.4.4(c), the Applicable Commercialization Party AlderHoldings shall bear and shall be entitled to credit against responsible for the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) payment of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees payment obligations to any Third Parties with respect to license rights licenses obtained by AlderHoldings prior to the Effective Date with respect to Third Party intellectual property licensed by pertaining to the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Development and/or Commercialization of Licensed Products (including without limitation any license fees and royalty payments arising based on BMS’ Commercialization of Licensed Compound or Licensed Product), provided that such Licensed Product in such country; provided, however, that, payments that are Cancer Development Costs are subject to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts sharing between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed ProductParties in accordance with Section 3.7. In addition, for clarity, it is understood that (1) for the Applicable Commercialization supply to BMS of Licensed Compound and/or Co-Developed Product pursuant to Section 6.4 by Alder, BMS shall pay to AlderHoldings Alder’s Manufacturing Cost for such Licensed Compound and/or Co-Developed Product supplied and (2) in the case where Alder otherwise supplies or has its Third Party manufacturer supply to BMS Licensed Compound (or Licensed Product or Co-Developed Product) as may otherwise be agreed to in writing between the Parties, BMS shall be entitled pay to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4AlderHoldings Alder’s Manufacturing Cost for such Licensed Compound (or Licensed Product or Co-Developed Product) supplied. (bii) In the event If BMS, in its reasonable judgment, is required to obtain a Party enters into license from any Third Party intellectual property license necessary for under any patent in order to import, manufacture, use or sell any Licensed Compound, BMS may deduct from the Development, Manufacture, royalties that would otherwise be due to AlderHoldings pursuant to Section 8.6(b) or Commercialization of 8.6(c) (as applicable) with respect to a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI or Cancer Product that EPIZYME is not a party to any incorporates such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay Licensed Compound [***] percent ([**]%) of the amounts payable amount of the payments paid to the such Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Partylicense, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against provided that the royalties due to the sublicensor Party on Net Sales of paid shall not be reduced in any such Licensed Product in such country in an amount equal to event below [***] percent ([**]%) of the amounts paid by such other Party amount that would otherwise be due pursuant to Section 8.6(b) or 8.6(c) (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such country. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreementas applicable) with respect to the Developmentany calendar quarter and further provided that BMS may not deduct any portion of payments made to a Third Party licensor that pertain, Manufacturein part or in whole, to any compound or Commercialization other composition of matter that is not a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunderCompound.

Third Party Payments. If Roche (aor BPM in the US in the case of Program 2 or Program 4) Subject is obligated to Section 6.4.4(c), remit payments to a Third Party in relation to Third Party issued patents that would allegedly be infringed by the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party on Net Sales marketing of a Licensed Product in a country an amount equal Product, then Roche (or BPM) shall be permitted to offset up to […***…] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts any payments paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect against any royalty payments and Development Event payments after the first NDA Filing Development Event payment for such Licensed Product otherwise payable by Roche to such license rights BPM (or by BPM to Roche in the case of Program 2 or Program 4) for such Licensed Product in the applicable Calendar Quarter. Roche’s ability to make such country. (c) If deductions to Development Event payments pursuant to Section 12.7 shall be limited to […***…] of any amount is or becomes payable individual Development Event payment after the first NDA Filing Development Event payment for such Licensed Product. For clarity, amounts paid by Roche to UNC under the UNC License Agreement BPM (or under any other agreement entered into by EPIZYME BPM to Roche in the case of Program 2 or any Affiliate and UNC Program 4) for such Licensed Product with respect to the intellectual property that is the subject any Calendar Quarter will not be reduced as a result of this Section 12.9.6 below […***…] of the UNC License Agreementamount that would otherwise have been payable hereunder. […***…] owed by Roche to BPM (or by BPM to Roche in the case of Program 2 or Program 4) with respect for such Licensed Product. For any payments made by Roche (or BPM) to Third Parties in relation to Third Party issued patents that are (i) used by Roche (or BPM) for both Licensed Products and other products (including Roche Clinical Compounds or Roche Marketed Products) or applications, the Parties will agree on an equitable apportionment of such payments to reflect the fair value attributable to the DevelopmentLicensed Products under this Section 12.9.6 as compared to other products (including Roche Clinical Compounds or Roche Marketed Products) or applications, Manufactureso that Roche’s or BPM’s right […***…] under this Section 12.9.6 is limited to fair value attributable to the Licensed Products only. If the Parties are unable to agree on an equitable apportionment of such payments, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all then either Party may refer such amounts, and no such amounts shall be creditable against any royalties payable dispute to EISAI hereunderExpedited Arbitration.

Third Party Payments. Amounts due to Licensor under this Agreement (aincluding without limitation Section 7.1 (Royalty Arrangements) Subject to Section 6.4.4(cand 7.2 (Sublicense Receipts), the Applicable Commercialization Party ) shall be entitled reduced as follows: (i) In the event that: (1) Company or its Affiliates is required (pursuant to credit against court or arbitration order, settlement or under the royalties due advice of patent counsel) to make payments to one or more third parties to obtain a license from such third party(ies) in order to legally practice the Licensed Technology or Joint Researcher Improvements in a particular country as a result of a claim that the Licensed Patent Rights or Joint Researcher Improvement Patent Rights infringe third parties intellectual property rights, or (2) Company is required (pursuant to court or arbitration order, settlement or under the advice of patent counsel) to make payments to one or more third parties arising from or relating to a failure of a representation or warranty of Licensor under Section 12.1 hereunder at any time to be true and correct, or (3) Company makes makes payments to the other Party on Net Sales of a Licensed Product in a country an amount equal to [***] percent mice in connection with Licensed Technology, Company Inventions or activities undertaken by or on behalf of Company pursuant to this Agreement. Company may offset 100% of such third-party payments against payments that are due to Licensor under this Agreement. In the event a third party claims an ownership interest in Licensed Technology or Joint Researcher Improvements, or a third party makes an allegation which, if correct, would result in the failure of any representation or warranty under Section 12.1 hereunder at any time to be true and correct, and in the opinion of counsel Company may be required to make payments to such third party, then upon such allegation or claim and until such time as such claim or allegation is finally resolved Company shall have the right to deposit amounts due to Licensor hereunder into an escrow account pending resolution of such claim or allegation, such amounts to be used in the event payment is required to be made to such third party ([**]%provided that such right shall not apply to amounts which, in the opinion of counsel, exceed the potential liability to third parties). (ii) of all upfront paymentsIn the event that other than pursuant to subsection (i) above Company or its Affiliates makes payments (including, without limitation, milestone payments, royalties, and royalties or other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees license fees) to Third Parties with third parties in respect to license rights to Third Party of intellectual property licensed by the Applicable Commercialization Partyincorporated or used in connection with Licensed Products, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party Company shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense deduct from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to Licensor under this Agreement the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such country. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such following amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder.:

Third Party Payments. (a) Subject to Section 6.4.4(c), the Applicable Commercialization Party EISAI shall be entitled to credit against the royalties due to the other Party on EPIZYME upon Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization PartyEISAI, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization PartyEISAI, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party EISAI reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party EISAI or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party EISAI shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party EISAI shall only be entitled to credit against the royalties due to the other Party EPIZYME hereunder on upon Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party EISAI shall be entitled to credit against the royalties due to the other Party EPIZYME hereunder defense costs in accordance with Section 8.49.4. (b) With respect to amounts payable to UNC with respect to a sublicense to EISAI under the UNC License Agreement, EPIZYME and EISAI shall each bear [**] percent ([**]%) of the milestone amounts payable to UNC pursuant to Section 3.4 of the UNC License Agreement, and, as between EPIZYME and EISAI, EPIZYME shall be responsible for all other amounts payable to UNC under the UNC License Agreement (including in the event that EPIZYME ceases to be a party to the UNC License Agreement and EISAI exercises its right to retain its sublicense under the UNC License Agreement pursuant to Section 6.4 thereof). In the event a Party EPIZYME enters into any other Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Effective Date (EPIZYME represents and warrants to EISAI that other than the UNC License Agreement, EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Effective Date), under which such Party EPIZYME is entitled to grant a sublicense to the other PartyEISAI, the other Party EISAI will have the right to obtain such sublicense from such sublicensor PartyEPIZYME; provided that, if such other Party EISAI elects to obtain such sublicense, such other Party EISAI shall pay [**] one hundred percent ([**]100%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor PartyEPIZYME, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party EISAI shall be entitled to credit against the royalties due to the sublicensor Party on EPIZYME upon Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party EISAI (either directly or indirectly through the sublicensor PartyEPIZYME) to such Third Party with respect to such license rights for such Licensed Product in such country. (c) If any amount is or becomes For purpose of clarity, (i) milestone amounts payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect pursuant to the intellectual property that is the subject Section 3.4 of the UNC License Agreement, and (ii) all royalty, milestone and other payments to a Third Party (other than UNC) made by either Party under Third Party intellectual property licenses in accordance with respect to this Section 7.5.4, in the case of both of the foregoing clauses (i) and (ii), necessary for the Development, Manufacture, or Commercialization of a Licensed Shared Product in any country in the worldUnited States, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable deemed expenses which are taken into account in calculating Net Profits/Losses pursuant to EISAI hereunder.Exhibit E.

Third Party Payments. (i) CytomX shall bear all Third Party license payments, milestones, royalties and other payments owed with respect to a Compound and/or Product (including payments with respect to methods of making, using, selling, and/or identifying such Compounds and Products) involving (A) intellectual property (including Patents) that is licensed or otherwise acquired by CytomX as of the Effective Date or within two (2) years subsequent to the Effective Date (including, any payment obligations of CytomX under the Existing License Agreements) and/or (B) intellectual property for which CytomX received written notice of potential infringement from a Third Party prior to the Execution Date and did not disclose same to BMS in writing prior to the Execution Date. (ii) If, after the date that is two (2) years subsequent to the Effective Date, CytomX acquires from a Third Party rights to intellectual property (“Future In-Licensed IP” ), the following shall apply: (a) Subject If such Future In-Licensed IP pertains to Section 6.4.4(cMasks, Substrates or the incorporation of Masks or Substrates into a Probody (such intellectual property, “Platform IP”), the Applicable Commercialization Party shall CytomX will be entitled to credit against the responsible for any license fees, milestones, royalties due to the or other Party on Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) owing to such Third Party with respect to such license rights for such Licensed Product in such countryPlatform IP. (cb) If any amount such Future In-Licensed IP is not Platform IP, but would otherwise be included within the CytomX Technology or becomes payable Product Specific Patent Rights, then CytomX shall disclose the terms and conditions of the agreement under which such Future In-Licensed IP was acquired, to UNC enable BMS to evaluate and elect, in its sole discretion, whether or not to include such Future In-Licensed IP within the CytomX Technology or Product Specific Patents, as applicable. If BMS so elects to include such Future In-Licensed IP as CytomX Technology or Product Specific Patents, as applicable, then BMS shall be responsible for payments that become due under the UNC License Agreement (or under any other such Third Party agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property Development and Commercialization of Compounds or Products by BMS and its Affiliates and Sublicensees. If BMS does not elect to include such Future In-Licensed IP, then (1) CytomX shall not use such Future In-Licensed IP in the course of performing any Preclinical Plan activities, (2) CytomX shall not incorporate such Future In-Licensed IP in any Compound being Developed by CytomX under any applicable Preclinical Plan, (3) such Future In-Licensed IP shall not be deemed CytomX Technology or Product Specific Patents, and (4) BMS shall have no right or license under any rights granted under such Third Party agreement. (iii) Subject to Section 9.9, if BMS, in its good faith judgment, believes that it is the subject necessary to obtain a license from any Third Party under any Patent in order to Develop, manufacture or Commercialize any Compound or Product, and such Third Party licenses would not be necessary but for such Compound(s) or Product(s) being a Probody (including, by way of example, any additional manufacturing processes that are necessary due to such Compound(s) or Product(s) being a Probody), BMS’ royalty obligations set forth above shall be reduced by fifty percent (50%) of the UNC License Agreementamount of the payments made by BMS to such Third Party on account of such license, provided that the royalties paid shall not be reduced in any such event below fifty percent (50%) of the amount that would otherwise be due pursuant to Section 8.3(b) with respect to any calendar quarter. If, but for the Development, Manufacture, or Commercialization of a Licensed Product in any country proviso in the worldpreceding sentence, EPIZYME shall the deduction under this Section 8.3(c)(iii) would have reduced a royalty payment made by BMS by more than fifty percent (50%), then the amount of such deduction that exceeds fifty percent (50%) will be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable carried over to EISAI hereundersubsequent royalty payments until the full amount that BMS would have been entitled to deduct (absent the above limitation) is deducted.

Third Party Payments. (a) Subject If either Party determines that it needs to Section 6.4.4(c)obtain one or more Necessary Licenses for activities licensed under this Agreement, the Applicable Commercialization such Party shall be entitled to credit against the royalties due to will notify the other Party on Net Sales of a Licensed Product in a country an amount equal Party. Molecular Partners will have the first right (but not the obligation) to elect to negotiate the Necessary License. Molecular Partners will notify Allergan within [***] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees after such notice if it elects not to Third Parties with respect negotiate such Necessary License. If Molecular Partners elects not to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufactureobtain such Necessary License, or Commercialization of is unsuccessful in doing so, then Allergan will have the right (but not the obligation) to negotiate and obtain such Licensed Product Necessary License at its sole discretion and expense. The negotiating Party will obtain such Necessary License, with the right to sublicense, in such country; provided, however, that, order to permit Allergan to exercise its rights and to perform its obligations under this Agreement. Subject to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In additionforegoing, the Applicable Commercialization Party terms and conditions involved in obtaining such Necessary License shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4determined at such negotiating Party’s sole discretion. (b) Molecular Partners will be solely responsible for all amounts owed to Third Parties pursuant to (i) the license agreements listed on Exhibit G and (ii) any other license for the scope of the subject matter and compounds described in clauses (A) and (B) below and obtained by either Party after the Effective Date with respect to Patents or Information that claim or cover [***] (each such license, a “Necessary License”); provided that in the event that Molecular Partners is responsible for amounts owed to Third Parties under clause (ii) above, such amounts shall be reasonably determined by Allergan in good faith based upon the scope of clauses (A) and/or (B) above. In the event a Party Allergan enters into any Third Party intellectual property license necessary for the Developmenta Necessary License, Manufacture, or Commercialization of Allergan shall provide to Molecular Partners a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents copy thereof and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain offset, against all amounts payable to Molecular Partners under this Agreement for such sublicense from such sublicensor Party; provided thatapplicable Licensed Product, if such other Party elects to obtain such sublicense, such other Party shall pay [***] percent payable by Allergan to a Third Party under any such Necessary License solely to the extent attributable to the sale of the applicable Licensed Product ([**]%) other than payments potentially due pursuant to any of the agreements listed on Exhibit G, which shall be borne solely by Molecular Partners); provided that the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall Molecular Partners under this Agreement may not be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to reduced by more than [***] percent (of those otherwise due to Molecular Partners pursuant to this Agreement in any Calendar Quarter as a result of such offset. Any unused offset earned in a Calendar Quarter may be carried forward from such Calendar Quarter to the subsequent Calendar Quarters and may be used in such subsequent Calendar Quarters, subject to the [**]%) *] limitation set forth in the immediately preceding sentence and subject to the limitation that no additional unused carry forward payments shall be payable by Molecular Partners at the expiration of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights Royalty Term for such Licensed Product in such countryProduct. (c) If any amount is or becomes payable to UNC under the UNC License Agreement Except as provided in subsection (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreementb) with respect to the Developmentabove, ManufactureSection 10.6, Section 1.99, or Commercialization of a Licensed Product in any country in the worldSection 1.101, EPIZYME shall Allergan will be solely responsible for all amounts owed to Third Parties on account of Allergan’s manufacture, use, sale, offer for sale, or import of Licensed Products and shall pay all such amountsLicensed Compounds, including any rights to exploit any formulation technology or Drug Delivery System for a Licensed Product, and no including any amounts owed to Third Parties on account of any Excluded IP. (d) Except as provided in subsection (b) above, Section 1.99 or Section 1.01, the Molecular Partners Licensed Technology licensed to Allergan in Section 4.3 will include Patents or Information licensed to Molecular Partners by a Third Party after the Effective Date only if the following conditions are met: (i) Molecular Partners discloses to Allergan for review, reasonably in advance of Molecular Partners’ anticipated entry into the applicable agreement between Molecular Partners and such amounts Third Party, the substantive terms of such license agreement (which Molecular Partners hereby covenants to do); and (ii) Allergan provides Molecular Partners with written notice, prior to Molecular Partners’ entry into such license agreement, in which (A) [***] (B) Allergan acknowledges in writing that its sublicense under such license agreement is subject to the terms and conditions of such license agreement. Any applicable Patents and Information for which the above conditions are not met shall be creditable against any royalties payable excluded from the scope of Molecular Partners Licensed Technology and not licensed to EISAI hereunderAllergan under this Agreement.

Third Party Payments. (a) Subject During the Amicus Terminated Product Royalty Term for a particular Terminated Product, any milestones, royalties and/or other license payments actually paid to Section 6.4.4(c)a Third Party by Amicus, its Affiliates, or Sublicensees under a written license agreement covering intellectual property in the Applicable Commercialization Party shall be entitled Affected Area which, following a reasonable evaluation in accordance with normal business practice, Amicus determines is necessary to credit against the royalties due enable Amicus to the other Party on Net Sales of a Licensed Develop, Manufacture or, use, import, offer for sale, sell or otherwise Commercialize such Terminated Product in a country an amount equal to [**] percent ([**]%) of all upfront paymentsthe Affected Area in accordance with this Agreement such that, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to absent such Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for license the Development, Manufacture, Manufacture or Commercialization of such Licensed Terminated Product in such country; provided, however, that, to the extent that any Affected Area would infringe such Third Party license includes a license intellectual property, then such payments shall be creditable by Amicus against royalties payable to GSK under this Section 14.3; provided that the royalties due by Amicus to GSK with respect to such Terminated Product in any Quarter shall not be so reduced by more than ****** of the royalties that would otherwise be payable by Amicus to GSK with respect to such Terminated Product for such Quarter; provided further that Amicus can credit the remainder of such amounts paid to such Third Party intellectual property that against future royalties payable to GSK by Amicus. b) The obligations of GSK under Section 3.4.3(a)(ii) shall terminate solely with respect to the Terminated Product(s) in the Affected Area upon the effective date of termination and thereafter Amicus shall be responsible for any payments owed by Amicus pursuant to the Mount Sinai Agreement as a result of the Manufacture or Commercialization of such Terminated Product(s) in the Affected Area. Only if the Terminated Product is applicable to products being or to be developed or commercialized by a Royalty-Bearing Co-Formulation Product, the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other productsobligations of Amicus, and the Applicable Commercialization Party rights of GSK, under Section 3.4.1 shall only be entitled survive any such termination and, from and after the effective date of such termination, shall automatically expand to credit against the royalties due to the other Party hereunder include payment of a ****** royalty on Net Sales of such Licensed Terminated Product [**] percent ([**]%) of the amounts that are reasonably allocable constituting a Royalty-Bearing Co-Formulation Product as owed by GSK pursuant to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event GSK/JCR Master Agreement as a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization result of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Terminated Product constituting a Royalty-Bearing Co-Formulation Product in such country in an amount equal to [the Affected Area. **] percent ([**]%) of ** - Material has been omitted and filed separately with the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such countryCommission. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder.

Third Party Payments. 3.7.1 If, during the Term of this Agreement: (a) Subject Hana and INEX mutually agree that it is necessary to seek a license from any Third Party in the Territory in order to avoid infringement during the exercise of the rights herein granted; or (b) if as a result of any complaint alleging infringement or violation of any patent or other Intellectual Property Rights is made against Hana, its Affiliate or its Sublicensee with respect to the Manufacture, use or sale of a Product in the Hana Field, where such Manufacture, use or sale is encompassed by one or more Licensed Patents or INEX Technology, and a settlement, consent judgement or award of Damages determined by a court of competent jurisdiction requires Hana to make payment of Damages to a Third Party in satisfaction of such complaint; or (c) if an independent, mutually acceptable Third Party patent attorney determines that such a license is required (in accordance with the procedure outlined in this Section 3.7.1); Hana shall pay all royalties, Damages or other amounts to the Third Party (the “Offset Amount”), and subject to Section 6.4.4(c)3.7.2, the Applicable Commercialization Party Hana’s sole remedy from INEX for such payment shall be entitled to offset or credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [***] percent ([***]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; providedOffset Amount against future payments otherwise due INEX as royalties hereunder. Royalties due INEX shall not, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized reduced by the Applicable Commercialization Party or its Affiliates other more than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [***] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts applicable royalties set forth in Sections 3.1.2, 3.2.2. and 3.3.2 during any given calendar year. Any uncredited portion of the permitted Offset Amount will be carried forward until the full permitted Offset Amount has been satisfied. The Offset Amount shall not include any punitive award payable to the Third Party (the “Punitive Amount”), and thus any Punitive Amount is not to be offset or credited aginst future royalty payments due INEX. In the event that the Parties are unable to agree on account whether any such license is needed or on the terms of such sublicense (either directly license, the Parties shall submit such Dispute to an independent, mutually acceptable Third Party patent attorney for a final and binding determination of such Dispute, and the Parties shall equally share the cost of engaging such patent attorney. 3.7.2 Notwithstanding the provisions of Section 3.7.1, if the license from the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such royalty or other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) payable to such Third Party with respect gives rise to an indemnification obligation under one or more the Definitive Agreements in favour of Hana on the part of INEX, then such license rights for such Licensed Product in such country. (c) If any royalty or other amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay paid by INEX as Damages in accordance therewith; provided, however, that Hana agrees to use all reasonable efforts to avoid a finding of willful infringement of such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunderThird Party’s rights.

Third Party Payments. (ai) Subject to Section 6.4.4(c), the Applicable Commercialization Exscientia shall bear all Third Party shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront license payments, milestone paymentsmilestones, royalties, royalties and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties payments owed with respect to license rights a Licensed Compound or Licensed Product (including payments with respect to methods of making, using, selling, and/or identifying such Licensed Compounds and/or Licensed Products) involving intellectual property (including Patents) that: (A) is licensed or otherwise acquired by Exscientia as of the Effective Date (including, any payment obligations of Exscientia under the Third Party License Agreement), (B) is licensed or otherwise acquired by Exscientia after the Effective Date and is part of the Exscientia Platform IP, (C) is licensed or otherwise acquired by Exscientia after the Effective Date but is not part of the Exscientia Platform IP (including, any payment obligations of Exscientia under the Third Party License Agreement prior to BMS taking over Development of the relevant Licensed Compound or Licensed Product), and/or (D) is intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees that Exscientia received written notice of potential infringement from the applicable a Third Party prior to the Effective Date and did not disclose same to BMS in writing prior to the Effective Date. Exscientia shall bear all payment obligations to any Third Party Licensor based on or otherwise arising from any Third Party License Agreement unless in the case of (C) only, BMS has agreed in writing prior to the execution of such Third Party License Agreement by Exscientia and such Third Party Licensor to bear all or a portion of any such payment obligation after an agreed upon particular date, and if BMS has so agreed in writing, BMS shall reimburse Exscientia for all or such portion that is incurred and Exscientia pays to such Third Party Licensor after such particular date. By way of illustration, if BMS has agreed in writing prior to the Applicable Commercialization execution of a Third Party reasonably believes are necessary License Agreement by Exscientia to be responsible for payments under such Third Party License Agreement with respect to a Licensed Compound after BMS takes over the DevelopmentDevelopment of such Licensed Compound, Manufacturethen on and after the date on which BMS takes over Development of such Licensed Compound, if Development or Commercialization of such Licensed Product in Compound by BMS requires Exscientia to make any payment under such country; providedThird Party License Agreement, however, that, BMS shall reimburse Exscientia for that payment to the extent it relates to that Licensed Compound. 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. (ii) Subject to Section 8.5(c)(i) and Section 9.8, in the event that, in BMS’ judgment, following consultation with Exscientia and taking into consideration Exscientia’s reasonable suggestions, BMS believes that it is necessary to obtain a license from any Third Party under any Patent in order to Develop, manufacture, import, sell, use or Commercialize any Licensed Compound or Licensed Product in any country, BMS’ royalty obligations set forth above shall be reduced by [****] percent [****] of the royalties paid by BMS to such Third Party on account of such license includes a license to Third Party intellectual property that is applicable to products being on sales of such Licensed Compound or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against provided that the royalties due to the other Party hereunder on Net Sales of payable under Section 8.4 shall not be reduced in any such Licensed Product event below [****] percent ([**]%) **] of the amounts amount that are reasonably allocable would otherwise be due pursuant to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs Section 8.4(b) with respect such sales in accordance with Section 8.4any Calendar Quarter. (biii) In the no event a Party enters into shall any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of royalty rate on a Licensed Product in a country in a Calendar Quarter during the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants Royalty Term be reduced to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay less than [**] percent ([**]%) ] of the amounts payable to applicable royalty rate as a result of the Third Party on account application of such sublicense (either directly to the Third Party licensor or to the sublicensor Partythis Section 8.5(c), as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third PartySection 8.5(d) and such other Party shall 8.5(f). Any deductions from a royalty payment that are disallowed as a result of the preceding sentence will be entitled carried over to credit against the royalties due to the sublicensor Party subsequent royalty payments under Section 8.3 on Net Sales sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such country. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country anywhere in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable Territory until the full amount that BMS would have been entitled to EISAI hereunderdeduct (absent the above limitation) is deducted.

Third Party Payments. If Licensee (ai) Subject reasonably determines in good faith that it is required to obtain a license from a Third Party to any intellectual property right that, in the absence of such license, would be infringed by the Manufacture (to the extent Licensee is permitted to Manufacture pursuant to Section 6.4.4(c2.2(i) and is using Verastem IP), or Commercialization in the Applicable Commercialization Party Territory of an Existing Formulation Product, which intellectual property right (A) is not licensed or sublicensed hereunder, (B) covers the composition of matter of the Licensed Compound or the Existing Formulation Product, Manufacture (to the extent Licensee is permitted to Manufacture pursuant to Section 2.2(i) and is using Verastem IP) or the method of use of such composition of matter in the Field, and (C) is necessary (and not just useful) to Commercialize such Existing Formulation Product (the relevant “Infringed Patent Right”), or (ii) shall be entitled subject to credit against the royalties due a final court or other binding order or ruling that such Manufacture (to the other Party on Net Sales of a Licensed Product in a country an amount equal extent Licensee is permitted to [**] percent ([**]%Manufacture pursuant to Section 2.2(i) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufactureis using Verastem IP), or Commercialization of such Licensed Existing Formulation Product in such country; providedinfringed an Infringed Patent Right requiring any payments, however, that, including a payment of a royalty to the extent that any such Third Party license includes a license to applicable Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than right holder in respect of future sales of such Licensed Existing Formulation Product in such countrythe Territory, then the Applicable Commercialization Party amount of Licensee’s royalty payments to Verastem under Section 7.4(a) shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product reduced by [** * *] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) Licensee to such Third Party with respect to such license rights for Infringed Patent Right in each applicable [* * *] that is reasonably and appropriately allocable to such Licensed Existing Formulation Product in the Territory [* * *], subject to Section 7.4(c)(iii). If Licensee licenses any Third Party intellectual property right that, in the absence of such country. license, would be infringed by the Manufacture (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property extent Licensee is permitted to Manufacture pursuant to Section 2.2 and is using Verastem IP) of an Existing Formulation Product, this Section 7.4(c)(i) only applies if Licensee is Manufacturing in a substantially similar way to how Verastem Manufactured before Licensee began Manufacturing pursuant to Section 2.2 (i.e., Licensee may not license new or cutting edge manufacturing technology that is the subject of the UNC License Agreement) with respect was not being used by Verastem in order to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any reduce royalties payable to EISAI owed hereunder).

Third Party Payments. As between Licensor and Licensee, Licensor shall be responsible for all payments due third parties (aexcluding music public performance societies) Subject arising from the exploitation of the Program hereunder including, without limitation, profit/revenue participations, guild residual payments and deferred talent compensation, provided that Licensee exhibits the Program in strict accordance with this Letter Agreement. If Licensee exhibits the Program outside the terms of this Letter Agreement and such action results in additional payments being due to Section 6.4.4(cthird parties, Licensee shall be responsible for such payments. Individual Program cannot be sublicensed or made available to any third party, re-branded or made available under the name, trade xxxx or logo of any other third party (or co-branded with any third party). At no time shall Licensee enter commercial agreements regarding revenue sharing or other economic arrangements with a third party in regard to the individual Program. Notwithstanding the above, the Applicable Commercialization Party Licensee shall be entitled to credit against sub-license the royalties due distribution of the Program by way of the Catch-Up Service as set forth in Section 2.7(B) above to Distributors subject to the other Party on Net Sales of a Licensed Product in a country an amount equal following conditions (“Sub-licensing Rights”): The Sub-licensing Rights are personal to [**] percent Licensee and Licensee shall not sub-license any Sub-licensing Rights ([**]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party i.e. Distributors shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain on-license any distribution or other rights granted under this Agreement) Any such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) sub-licensed distribution of the amounts payable Program on the Catch-Up Services by any Distributor shall be subject to the Third Party terms and conditions of this Agreement, and Licensee shall ensure the observance, compliance and performance of and by each such Distributor with all applicable obligations of the Licensee under this Agreement (including, for the avoidance of doubt, the duration of time during which each Episode is made available on account a Catch-Up Basis). No sub-licensing shall relieve Licensee of any obligation or liability under this Agreement, and Licensee shall be liable to Licensor for any act or omission of any such sublicense Distributor which would be a breach of this Agreement if done or failed to be done by Licensee. Any such sub-licensed distribution of the Catch-Up Services by any Distributor shall include such service in its entirety, and for the avoidance of doubt, (either directly i) Licensee shall at all times remain responsible for scheduling licensed Programs and determining the advertising (if any) and promotion for the Program available on the Catch-Up Services, whether distributed by Licensee or any Distributor; and (ii) no sub-licensed distribution of a version of the Catch-Up Services which is differentiated in terms of content and/or branding shall be authorized without Licensor’s express prior written approval. In the event that Licensor may (at any time during the Term) have reasonable grounds to object to distribution of the Third Party licensor Catch-Up Services by any Distributor (such as, by way of example only, and without limitation, transmission of unlicensed content (“piracy”), or failure to comply with Licensor’s standard encryption and/or content protection systems), Licensor may, by written notice to Licensee from time to time, require Licensee to terminate distribution of Licensor’s Program on the sublicensor PartyCatch-Up Service by such Distributor. Licensee acknowledges and agrees that Licensee has no right in the Program or the images or sound embodied therein, as other than the Parties shall reasonably agree right to exhibit the Program in strict accordance with the goal terms and conditions set forth herein. It is explicitly understood that the entering into of ensuring timely payment this Letter Agreement shall not be construed as granting to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly Licensee or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such country. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME person or entity any interest in the copyright or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country other right in the world, EPIZYME shall be solely responsible for and shall pay all such amountsProgram or the images or sound embodied therein, and no such amounts shall be creditable against nothing contained in this Letter Agreement is intended to convey or will convey to Licensee any royalties payable to EISAI hereunderownership or other proprietary interests in the Program or the images or sound embodied therein.

Third Party Payments. (a) Subject to Section 6.4.4(c), the Applicable Commercialization Party Poniard shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [**] responsible for one hundred percent ([**]100%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees payable to Third Parties with respect to license rights to any Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates under any agreement or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, arrangement to the extent that any such Third Party license includes which Poniard is a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) party as of the amounts Effective Date and that are reasonably allocable applicable to the Licensed Compound, Licensed Product, Licensed Know-How and/or Licensed Patent Rights, including amounts payable to Scripps under the Scripps Agreement. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party If Poniard enters into any agreement or arrangement with a Third Party after the Effective Date under which Poniard obtains Control of Know-How, Patent Rights or other intellectual property license rights that are necessary for to research, develop, use, make, have made, market, offer to sell, sell, have sold, distribute, import or otherwise exploit the DevelopmentLicensed Compound and/or Licensed Product, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will Verastem shall have the right to obtain have such sublicense from such sublicensor Party; provided thatKnow-How, if such Patent Rights or other Party elects to obtain such sublicenseintellectual property rights included in the Licensed Know-How and/or Licensed Patent Rights, such other Party in which case Verastem shall pay [**] percent ([**]%) of the be responsible for any amounts payable to the Third Party on account of such sublicense (either directly to the Verastem hereunder, provided that such amounts shall be deemed to be amounts that Verastem pays to a Third Party licensor to license or acquire technology from a Third Party for purposes of the royalty reduction provisions of the paragraph below. If Verastem does not elect to have such Know-How, Patent Rights or other intellectual property rights included in the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment Licensed Know-How and/or Licensed Patent Rights (and to pay such amounts payable to the Third Party) and as set forth in the immediately preceding sentence, such Know-How, Patent Rights or other Party intellectual property rights shall be entitled deemed to credit against the not be Licensed Know-How or Licensed Patent Rights. If Verastem, its Affiliate or its Sublicensee licenses or acquires technology from a Third Party in order to develop or commercialize a Licensed Product, and Verastem, its Affiliate or its Sublicensee is required to pay such Third-Party(ies) license fees, milestone payments, royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal or other amounts, then Verastem may deduct up to [**] percent ([**]%) of the amounts amount paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party Parties from the payments owing to Poniard for such Licensed Product. In no event will a deduction, or deductions, under this Section 4.4.3 reduce any payment made by Verastem to Poniard hereunder to less than [**] percent ([**]%) of the otherwise applicable payment amount. If, but for the preceding sentence, a deduction under this Section 4.4.3 would have reduced a payment made by Verastem to Poniard hereunder to less than [**] percent ([**]%) of the otherwise applicable payment amount, the amount of such deduction that was not deducted due to such limitation shall be carried forward for deduction against subsequent payments hereunder. Notwithstanding the foregoing, if a deduction under this Section 4.4.3 would reduce a royalty payment made by Verastem to Poniard hereunder with respect to such license rights for such Licensed Product in such country. (c) If any Net Sales by Verastem and its Affiliates and Sublicensees to less than the royalty payment amount that Poniard is or becomes payable required to UNC under pay Scripps pursuant to the UNC License Scripps Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to Net Sales by Verastem and its Affiliates and Sublicensees, Verastem shall pay to Poniard an additional royalty payment amount so that the intellectual property total royalty payment amount that Verastem pays to Poniard equals the royalty payment amount that Poniard is required to pay Scripps pursuant to the subject of the UNC License Agreement) Scripps Agreement with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for Net Sales by Verastem and shall pay all such amounts, its Affiliates and no such amounts shall be creditable against any royalties payable to EISAI hereunderSublicensees.

Third Party Payments. (a) Subject to the terms and conditions set forth in Section 6.4.4(c)10.10, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product-by-Licensed Product and country-by-country basis, if Novo Nordisk reasonably and in good faith determines in connection with a Licensed Product in a particular country an amount equal to in the Territory that it is [***] percent to obtain a license under a Third Party’s Patents or Know-How to Develop, Manufacture or Commercialize such Licensed Product, then Novo Nordisk shall have the right (but not the obligation) to obtain such license (including by way of settlement of litigation). With respect to any such Patents or Know-How that are licensed by Novo Nordisk after the Effective Date the following terms shall apply: (i) (A) with respect to Patents or Know-How that constitute NN Unknown Third Party Core IP, Novo Nordisk may deduct [**]%) *] of all upfront payments, milestone payments, royalties, and other the amounts actually paid by the Applicable Commercialization Party, its Affiliates or Sublicensees Novo Nordisk to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable such Third Party that the Applicable Commercialization Party reasonably believes are necessary is attributable to such license for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such NN Unknown Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product Core IP from [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable paid to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of PlatformCo under this Agreement for such Licensed Product in such country in (including an amount equal equitably prorated portion of non-royalty payments under such license); and (B) with respect to any Other New IP, Novo Nordisk may deduct [***] percent ([**]%) of the amounts actually paid by such other Party (either directly or indirectly through the sublicensor Party) Novo Nordisk to such Third Party with respect that is attributable to such license rights for Other New IP from [***] otherwise due to PlatformCo under this Agreement for such Licensed Product in such country.country (including an equitably prorated portion of non-royalty payments under such license); provided, however, that in no event shall such deductions under this Section 8.5.4(a)(i) in aggregate reduce any [***] to less than the Payment Reduction Floor; and (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreementii) with respect to Patents or Know-How that constitute NN Flagship Known Third Party Core IP, Novo Nordisk may deduct [***] of the Developmentamounts actually paid by Novo Nordisk to such Third Party that is attributable to such license for NN Flagship Known Third Party Core IP, Manufacture, or Commercialization of a from [***] paid to PlatformCo under this Agreement for such Licensed Product in any such country (including an equitably prorated portion of non-royalty payments under such license), and such deduction under this Section 8.5.4(a)(ii) shall [***]. The [***] are subject to further reduction as set forth in Section 10.10.2. Offsets under this Section 8.5.4(a) are intended to be additive with the offsets regarding NN Unknown Third Party Core IP, Other New IP and NN Flagship Known Third Party Core IP, as applicable, in the world, EPIZYME shall be solely responsible for Share Purchase Agreement and shall pay all such amountsthe Option Agreement, and no such amounts nothing in this Agreement shall be creditable against any royalties payable prevent Novo Nordisk MACROBUTTON DocID \\4126-6252-2948 v34 from taking offsets under this Section 8.5.4(a) as well as the foregoing offsets in the Share Purchase Agreement and the Option Agreement to EISAI hereunderthe extent otherwise applicable.

Third Party Payments. (i) Except as set forth in Exhibit N and subject to Section 8.5(c)(ii), uniQure shall bear all Third Party license payments, milestones, royalties and other payments owed to a Third Party with respect to a Therapeutic or Product (including payments with respect to methods of making, using, selling, or identifying such Therapeutic or Product) involving intellectual property (including Patents) that: (A) is licensed or otherwise acquired by uniQure as of the Effective Date under the Existing License Agreements; (B) is licensed or otherwise acquired by uniQure (including for any Additional Rights in accordance with Section 7.8) after the Effective Date at uniQure’s sole discretion, and (C) is intellectual property that uniQure received written notice of potential infringement from a Third Party prior to the Effective Date and did not disclose same to BMS in writing prior to the Effective Date. (ii) Immediately upon signing of this Agreement, uniQure shall use its best efforts to procure a written agreement between uniQure, Prof. [**] and Prof. [**] in which (a) Subject they waive their statutory publication rights pursuant to the German Law on Employee Inventions (Arbeitnehmererfindergesetz) and any other publication right under Applicable Law as it relates to any Information relating to the Lead S100A1 Therapeutics and/or the Research Program generated prior to or on or after the Effective Date, (b) they agree that with respect to any Information relating to the Lead S100A1 Therapeutics and/or the Research Program generated prior to the Effective Date, they shall only have the publication rights set forth in Exhibit M, and (c) they agree that with respect to any Information relating to the Lead S100A1 Therapeutics and/or the Research Program generated on or after the Effective Date shall be subject to Section 6.4.4(c)12.4. (iii) Immediately upon signing of this Agreement uniQure shall use its best efforts to procure at its own expense [**] in which [**] as of the Signing Date that (1) [**], the Applicable Commercialization Party and (2) [**]; provided, however, such [**] must be reviewed by and approved by [**]. uniQure and/or uniQure GmbH shall be entitled to credit against the royalties due to the other Party on Net Sales [**]. (iv) Immediately upon signing of a Licensed Product in a country an amount equal this Agreement, uniQure shall use its best efforts to [**] percent in which (a) [**]%, (b) [**], and (c) [**]. (v) Promptly after the Effective Date, [**] shall initiate discussions with [**] and shall attempt to negotiate a [**] under which the Parties will provide [**], each of [**]. Until such [**], uniQure shall not [**]. In the event that [**] to perform any research or Development activities for the Research Program, a [**]. (vi) The obligation of uniQure pursuant to Section 8.5(c)(i) shall not include any [**] for a license under [**] Patents Covering [**] to research, develop, make, have made, use, sell, offer for sale, export and import (including the right to Develop and Commercialize) Therapeutics and Products in the Field or in one or more [**]. For any license agreement to any of [**] Patents [**], [**] and would negotiate in good faith with [**] the terms and conditions of any such agreement on terms mutually acceptable to [**]; provided however, all upfront paymentsupfront, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other productspayments will be [**], and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**], except that [**]. Therefore, [**]. In case that [**] percent undertakes legal proceeding against [**] with regard to a potential infringement of [**] Patents and [**] becomes obliged to acquire a license from [**] on basis of a judicial decision or a settlement agreement, the Parties’ agreement on cost sharing pursuant to this Section 8.5.(c)(iii) shall apply accordingly. (vii) Subject to Section 8.5(c)(i), (ii), (iii) and (vi) and Section 8.5(g), [**] obligations to uniQure under this Agreement shall be [**] of the amount of the payments made by [**] in accordance with Section 7.8 for the [**]%) , on account of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties . The foregoing shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal not apply to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such country. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder.

Third Party Payments. (a) If either Party determines that it needs to obtain one or more Necessary Licenses, such Party will notify the other Party. Molecular Partners will have the first right (but not the obligation) to elect to negotiate the Necessary License. Molecular Partners will notify Allergan within fifteen (15) days after such notice if it elects not to negotiate such Necessary License. If Molecular Partners elects not to obtain such Necessary License, or is unsuccessful in doing so, then Allergan will have the right (but not the obligation) to negotiate and obtain such Necessary License at its sole discretion and expense. The negotiating Party will obtain such Necessary License, with the right to sublicense, in order to permit Allergan to exercise its rights and to perform its obligations under this Agreement. Subject to Section 6.4.4(c)the foregoing, the Applicable Commercialization Party terms and conditions involved in obtaining such Necessary License shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization determined at such negotiating Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4’s sole discretion. (b) Molecular Partners will be solely responsible for all amounts owed to Third Parties pursuant to (i) the license agreements listed on Exhibit E and (ii) any other license obtained by *** (each, a “Necessary License”). In the event a Party Allergan enters into any Third Party intellectual property license necessary for the Developmenta Necessary License, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will Allergan shall have the right to obtain offset, against amounts payable to Molecular Partners under this Agreement, any and all amounts payable by Allergan to a Third Party under any such sublicense from such sublicensor PartyNecessary License (other than payments potentially due pursuant to any of the agreements listed on Exhibit E, which shall be borne solely by Molecular Partners); provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of that the amounts payable to the Third Party on account Molecular Partners under this Agreement may not be reduced by more than *** of those otherwise due to Molecular Partners pursuant to this Agreement in any Calendar Quarter as a result of such sublicense (either directly offset. Any unused offset earned in a Calendar Quarter may be carried forward from such Calendar Quarter to the Third Party licensor or subsequent Calendar Quarters and may be used in such subsequent Calendar Quarters, subject to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of * limitation set forth in the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such countryimmediately preceding sentence. (c) If any amount is or becomes payable to UNC under the UNC License Agreement Except as provided in subsection (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreementb) with respect to the Developmentabove, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall Allergan will be solely responsible for all amounts owed to Third Parties on account of Allergan’s manufacture, use, sale, offer for sale, or import of Licensed Products and shall pay all such amountsLicensed Compounds, and no such amounts shall be creditable against including any royalties payable rights to EISAI hereunderexploit any Allergan Modification or any formulation technology or Drug Delivery System for a Licensed Product.

Third Party Payments. If any Continuing Party believes that it is necessary or reasonably useful to obtain a license or similar rights to intellectual property rights of a Third Party or Third Parties in order for such Continuing Party to Develop, Manufacture or Commercialize the Continuing Product (“Third Party License(s)”), then SeaGen shall have the right to credit [ * ] ([ * ]%) percent of [ * ] actually paid by any Continuing Party with respect to the Continuing Product under any such Third Party License(s) against Continuing Product Payments otherwise payable hereunder with respect to units of Continuing Product subject to such payment obligations under such Third Party License. Subject to clause (c) of this Schedule 14.7.6, such credit against Continuing Product Payments payable hereunder shall be allocated as follows: (a) Subject to Section 6.4.4(c), the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [**[ * ] percent ([**[ * ]%) of all upfront payments, milestone payments, royalties, and other amounts paid by [ * ] payable under a Third Party License with respect the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties Continuing Product shall be creditable against Continuing Product Payments payable under Section 14.7.6 with respect to license rights to Third Party intellectual property licensed by units of the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such countryContinuing Product; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**(b) [ * ] percent ([**[ * ]%) of [ * ] shall be creditable against Continuing Product Payments payable under Section 14.7.6 with respect units of the amounts that are reasonably allocable to the Licensed Continuing Product. In additionNotwithstanding the foregoing, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME if SeaGen is not a party able to fully credit any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by any Continuing Party in a given Calendar Quarter, then SeaGen shall be entitled to carry forward such other Party (either directly or indirectly through the sublicensor Party) right of credit to such Third Party future Calendar Quarters with respect to such license rights for excess amount and continue applying such Licensed Product in such country. credit on a Calendar Quarterly basis thereafter until fully utilized. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (cI) If any amount is or becomes payable to UNC under the UNC License Agreement NOT MATERIAL AND (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License AgreementII) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder.WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED

Third Party Payments. (a) Subject In the event that any license fees, royalty payments or milestone payments are owed to Section 6.4.4(c)any third party under any license agreement relating to the general operation or use of the MORPHOSYS Technologies which was entered into by either GPC or MORPHOSYS (all such payments, “Third Party Payments”) in order to permit the Applicable Commercialization Party Parties to perform their obligations under this Agreement and/or to make, have made, use, offer for sale, sell and/or import Licensed Products, GPC shall be entitled responsible for making all such Third Party Payments for itself, if a party to credit against such agreement, or on MORPHOYSYS’ behalf, if MORPHOSYS is a party to such agreement. The Parties shall notify each other in writing of all Third Party Payment obligations which exist on the royalties due to Effective Date and will only assume future obligations with the prior written consent of the other Party on Net Sales of a Licensed Product Party, such consent to not be unreasonably withheld. Notwithstanding anything else contained herein, in a country an amount equal no event will GPC be required to [make any payments to Cambridge Antibody Technology (“CAT”) other than royalty and **] percent ([**]%) of all upfront payments, milestone payments, royalties, * Certain information on this page has been omitted and other amounts paid by filed separately with the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. milestone payments or a reasonable pro rata portion of any license rights fee due to Third Party intellectual property licensed CAT (as determined in good faith by the Applicable Commercialization Party, its Affiliates or Sublicensees Parties based on the number of other licensees benefiting from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license CAT license) in order to Third Party intellectual property that is applicable fully exercise its rights hereunder. Any payments owed to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates Cambridge Antibody Technology other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront paymentslicense fees, milestone and royalty payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party described above shall be entitled to credit against the royalties paid by MORPHOSYS, including without limitation, any payments due to the other Party hereunder defense costs in accordance with Section 8.4as damages resulting from any legal action. (b) For Licensed Products which have not been sublicensed by GPC, GPC may reduce the corresponding royalty and milestone payments otherwise due and payable to MORPHOSYS pursuant to Sections 4.4 and 4.5 by *** (***%) of any relevant Third Party Payments actually paid, but in no event shall any such payments to MORPHOSYS hereunder be reduced by more than *** (***%). In the event a Party enters into any such Third Party intellectual property license necessary Payment is due for the Developmenta milestone or royalty which does not correspond to a milestone or royalty payment due to MORPHOSYS hereunder, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party GPC shall be entitled to carry forward any credit against the royalties due permitted above to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly subsequent milestone or indirectly through the sublicensor Party) to such Third Party with respect to such license rights royalty payments for such Licensed Product in which become due to MORPHOSYS hereunder. For Licensed Products which have been sublicensed by GPC, the provisions of Section 4.7 shall govern credits of relevant Third Party Payments from the date of execution of such countrysublicense. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder.

Third Party Payments. (a) Subject As between the Parties, MacroGenics shall be solely responsible for payments becoming due for any royalties, sublicense revenues, milestones or other similar obligations arising with respect to any licenses entered into by MacroGenics or its predecessors in interest prior to the Effective Date that relate to the Exploitation of Products in the Field in the Territory (each, a “Third Party Obligation”) other than those that are [****] related to the Product under the license elected by MacroGenics for [****] on [****] under the Non-Exclusive License Agreement between EMD Millipore Corporation (“Millipore”) and MacroGenics, Inc. effective [****] as amended and restated [****] (the “ Millipore License”), for which responsibility shall be allocated as set forth in Section 6.4(c). (b) Except for Third Party Obligations that MacroGenics is solely responsible for paying pursuant to Section 6.4.4(c6.4(a), the Applicable Commercialization Party Provention shall be entitled responsible for all other Third Party Obligations arising from any Third Party intellectual property rights Provention secures after the Effective Date; provided that for any Patent Rights that the Provention Group otherwise would reasonably have been likely to credit against have infringed by selling the royalties due to the other Party on Net Sales of a Licensed relevant Product in the relevant country, Provention shall have the right to deduct a country an amount equal to maximum of [****] percent ([****]%) of all upfront paymentsthe royalties actually paid by Provention to a Third Party with respect to such arrangement from royalties otherwise due and payable to MacroGenics for such Product in such country during any Calendar Quarter for which royalties are payable under Section 6.3(a); provided further, milestone payments, royalties, and other that Provention shall not have the right to deduct any amounts paid by a member of the Applicable Commercialization Party, its Affiliates or Sublicensees Provention Group under this Section 6.4(b) to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable (i) any Third Party that is a member of the Applicable Commercialization Party reasonably believes are necessary Provention Group or (ii) for any Patent Right that claims (A) any pharmaceutically-active compound other than the Compound, (B) any use claims (except those claiming one or more approved Indications for the Development, Manufacture, or Commercialization of such Licensed Product in such the given country; provided, however, that, to the extent that ) or (C) any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to manufacturing claims. (c) Provention shall be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product responsible for [****] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable due to Millipore under the Millipore License, provided that MacroGenics shall be responsible for making payments to Millipore and complying with all its other obligations as required under the Millipore License. Provention shall include its share of any royalties due under the Millipore License in its payment of the amounts due to MacroGenics under Section 6.3(a). In addition, Provention shall provide MacroGenics with (i) notice of the achievement of any milestone attributable to the Product under the Non-Exclusive License and (ii) the amount due in connection with such milestone sufficiently in advance of the deadlines provided for under the Millipore License to allow MacroGenics to make the payments contemplated thereunder. For clarity, any Third Party on account of such sublicense Obligations that (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Partyi) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [****] percent (related to the Product, including those due under MacroGenics [**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party **] Agreement with respect to such license rights for such Licensed Product in such country. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, ManufactureMillipore , or Commercialization (ii) are the responsibility of a Licensed Product in any country in the worldProvention under Section 6.4(b), EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunderremain MacroGenics’ sole responsibility.

Third Party Payments. (a) Subject If Takeda determines that it is desirable to Section 6.4.4(c)obtain a license or other rights to any Patents of a Third Party required to secure freedom to operate on composition of matter or use of the Compound in the Field in the Territory, the Applicable Commercialization Party Takeda shall be entitled primarily responsible for negotiating and executing the terms of such license or other rights. Prior to credit against entering into such ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. license, Takeda shall generally inform TBIL of such license, including Takeda’s reasoning for why such license is appropriate and a general description of the royalties due fees to be paid by Takeda under such license in connection with freedom to operate on composition of matter or use of the other Party on Net Sales Compound in the Field in the Territory. Takeda shall provide TBIL with a copy of a Licensed Product in a country an amount equal to any such agreement no later than [***] percent days after each such agreement ([**]%or any material amendment thereto) has been executed; provided that Takeda shall have the right to redact commercially sensitive information from such copies, further, provided that Takeda shall not redact any information that pertains to the compliance of all such agreement with this Section 8.4(a). For clarity, information regarding the scope of the license grants, territory, and royalties, milestones, and upfront paymentspayments for which Takeda is seeking an offset right and/or term of each agreement shall not be considered commercially sensitive (and shall not be redacted). As between the Parties, milestone any amounts (whether in the form of upfront payments, royalties, and milestones or other amounts paid by the Applicable Commercialization Party, its Affiliates amounts) due in connection with such license or Sublicensees to Third Parties with respect to license other rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such countrywill be Takeda’s sole responsibility; provided, however, provided that, to the extent that any such Patent is required to secure freedom to operate on composition of matter or use of the Compound in a country in the Territory hereunder (such Patents, the “Third Party license includes a license IP”), Takeda may deduct, from the Royalties that are owed to Third Party intellectual property that is TBIL, [***] of the applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such countryroyalties, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, and milestone payments and other non-royalty amounts between attributable to the Licensed Product and freedom to operate on composition of matter or use of the Compound actually paid to the applicable Third Party for a license or other rights to Third Party IP that is necessary to practice the TBIL Technology in connection with freedom to operate on composition of matter or use of the Compound in the Field in the Territory, provided that the Royalties payable to TBIL in a particular Calendar Quarter are not reduced by more than [***] of the total Royalties that would otherwise be due for such other products, and Calendar Quarter in the Applicable Commercialization absence of such reduction. Any portion of such Third Party shall only be entitled to credit against the royalties payments that remains uncredited due to the other Party hereunder on Net Sales application of such Licensed Product [**] percent ([**]%) floor may be carried forward and deducted from Royalties due for subsequent Calendar Quarters until fully exhausted. For clarity, Third Party IP shall not include any Patents on any materials or components unrelated to the Compound, such as carriers, excipients, additives or preservatives used in a formulation of the amounts that are reasonably allocable Product, or devices and equipment used to administer the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In Notwithstanding the foregoing Section 8.4(a), in the event and to the extent that a Party enters into had actual knowledge of any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense IP prior to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicenseEffective Date, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the solely responsible for any amounts paid by such other Party (either directly or indirectly through the sublicensor Party) owed to such Third Party that arise from the Exploitation of the Products in accordance with respect this Agreement to the extent based upon a license or other rights to such license rights Third Party IP. For the avoidance of doubt, any amounts paid by TBIL pursuant to this Section 8.4(b) shall be paid by directly by TBIL and shall not be considered for such Licensed Product in such countrythe purposes of Section 8.5. (c) If any amount In the event that Takeda decides that obtaining a license from a Third Party in accordance with Section 8.4(a) or Section 8.4(b) is or becomes payable not commercially feasible, the Parties shall confer as to UNC under whether it is more reasonable to modify the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC current activities with respect to the intellectual property that is applicable Product so as to render the subject of the UNC License Agreement) activity non-infringing or to terminate this Agreement with respect to such Product; provided that the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME foregoing shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereundernot limit Takeda’s rights under Section 15.5.

Third Party Payments. The Parties acknowledge that during the Term, it may be beneficial to obtain a license under Third Party intellectual property. The Parties agree that (a) Subject to Section 6.4.4(c), the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party Parties shall be entitled discuss whether to credit against obtain such license with Partner having the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. final say and responsibility for negotiating such license after good faith consideration of Medivation’s input and (b) In the event a Party enters into any with respect to Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [*], (x) [*] percent shall determine ([**]%) of the amounts payable whether to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) obtain a license to such Third Party with respect intellectual property where such license is for the Shared Territory and if a determination is made to obtain such license, [*] shall have responsibility for negotiating such license after good faith consideration of [*] input, and (y) Partner shall have the final say on obtaining a license to such license rights for such Licensed Product in such country. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the Third Party intellectual property that and responsibility for negotiating such license where such license is for the Licensed Territory except in each case where such Third Party intellectual property is the subject of Section 7.7(ii) below, in which case Medivation shall have the UNC responsibility to negotiate, after good faith consideration of Partner’s input, any licenses to such Third Party intellectual property. The Parties agree that the payments to any Third Party in respect of any such Third Party License Agreement) shall be deemed a “Third Party Payment” and subject to this Section 7.7, Medivation shall be responsible for making all Third Party Payments with respect to (i) Third Party Licenses [*] and (ii) Third Party Licenses to or acquisitions of Third Party intellectual property (including published applications) [*] that [*] the Development[*] or [*] of the [*] for the [*] within the [*]. Any payment made by Medivation under subsection (i) or (ii) above shall not be included in Joint Commercialization Costs. Partner shall be responsible for making all other Third Party Payments with respect to any additional Third Party Licenses entered into after the Effective Date pursuant to this Section 7.7 (“Approved Third Party Payments”), Manufacture, or subject to inclusion in Joint Commercialization of a Licensed Product in any country Costs (in the worldcase of Approved Third Party Payments attributable to the Shared Territory) or subject to a royalty reduction as and to the extent provided in Section 8.5(e) (in the case of Approved Third Party Payments attributable to the Licensed Territory). [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, EPIZYME shall be solely responsible for and shall pay all such amountsMARKED BY BRACKETS, and no such amounts shall be creditable against any royalties payable to EISAI hereunderHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Third Party Payments. (a) Subject to Section 6.4.4(c), the Applicable Commercialization Party GPC shall be entitled responsible for making any MORPHOSYS Third Party Payments on behalf of MORPHOSYS that do not relate to credit against milestones, as referenced in Exhibit D. In order to facilitate such payment by GPC, MORPHOSYS shall inform GPC in writing if any MORPHOSYS Third Party Payment has been triggered by Net Sales, together with detailed information regarding (i) the royalties name and address of the third party payee, (ii) amount due and payment information for the bank transfer, (iii) due date for such payment, and (iv) the contractual basis for such payment to the other Third Parties or Xxxx Xxxxxxx University, CAT or XOMA (or their respective assignees) after the Effective Date of the Second Amendment. If GPC does not fulfill its obligation to make such MORPHOSYS Third Party on Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront paymentsPayments, milestone payments, royaltiesthen MORPHOSYS shall make such MORPHOSYS Third Party Payments, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees GPC shall be obligated to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary promptly reimburse MORPHOSYS for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes Payments made by MORPHOSYS. GPC will provide to MORPHOSYS a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized proof of the payments by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due GPC to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%individual third parties referenced under this Section 4.6(a) as evidenced by reasonably detailed documentation. If MORPHOSYS has paid then MORPHOSYS will provide to GPC proof of the amounts that are reasonably allocable payments by MORPHOSYS to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with individual third parties referenced under this Section 8.44.6(a) as evidenced by reasonably detailed documentation. (b) MORPHOSYS shall be responsible for any MORPHOSYS Third Party Payments that relate to milestones, as estimated below in this Section 4.6(b). MORPHOSYS will invoice GPC for the respective payments after GPC has achieved the respective milestone, at which time GPC shall reimburse MORPHOSYS within thirty (30) days of receipt of an invoice for such milestone payments as they were actually made by MORPHOSYS to the Third Parties or Xxxx Xxxxxxx University, CAT or XOMA (or their respective assignees) after the Effective Date of the Second Amendment. MORPHOSYS will provide to GPC a proof of the payments, as evidenced by reasonably detailed documentation: • IND milestone payments of € *** • phase III commencement milestone payments of € *** • NDA filing/approval milestone payments of € *** (c) GPC shall be responsible for any GPC Third Party Payments. Should GPC or a Sublicensee enter into a separate agreement with a third party to whom MORPHOSYS is responsible for MORPHOSYS Third Party Payments, GPC or a Sublicensee may elect to take over responsibility therefor to such third party, and GPC shall discontinue making such Third Party Payments on behalf of MORPHOSYS, provided that MorphoSys has received a written confirmation from such third party, along with an appropriate release from those future *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. payment obligations to such third party directly attributable to GPC and such Sublicensee. (d) For Licensed Products which have not been sublicensed by GPC, GPC may reduce the corresponding royalty and milestone payments otherwise due and payable to MORPHOSYS pursuant to Sections 4.4 and 4.5 by *** (***%)] of any relevant Third Party Payments actually paid, but in no event shall any such payments to MORPHOSYS hereunder be reduced by more than *** (***%). In the event a Party enters into any such Third Party intellectual property license necessary Payment is due for the Developmenta milestone or royalty which does not correspond to a milestone or royalty payment due to MORPHOSYS hereunder, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party GPC shall be entitled to carry forward any credit against the royalties due permitted above to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly subsequent milestone or indirectly through the sublicensor Party) to such Third Party with respect to such license rights royalty payments for such Licensed Product which become due to MORPHOSYS hereunder. For Licensed Products which have been sublicensed by GPC, the provisions of Section 4.7 shall govern credits of relevant Third Party Payments from the date of execution of such sublicense and, in such countryevent, this Section 4.6(d) shall not apply. (c10. Section 4.7(c) If any amount of the Agreement is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect hereby deleted in its entirety. A new Section 4.7(c) is hereby added to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME which shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder.read as follows:

Third Party Payments. If at any time prior to any Co-Development Opt-Out Date, either Party at any time reasonably believes that a license under Third Party Patents or Third Party Know-How could be necessary or useful to Develop, Manufacture or Commercialize the Products, then such Party shall notify (A) the JSC if such notice is provided during Development or Manufacturing of the Products for Development or (B) the JSC if such notice is provided during Commercialization of the Products, and the following shall apply: (a) Subject If the JSC, as applicable, agrees to Section 6.4.4(c)obtain such license, and if so, which of the Applicable Commercialization Parties will do so, then the Parties will proceed as determined by the JSC, as applicable. If the JSC, as applicable, cannot agree on whether to obtain such license or which Party will do so, then the Lead Party in the applicable portion of the Territory shall be entitled have the first right to credit against obtain such license and if the royalties due to applicable Lead Party does not promptly exercise such right then the other Party on Net Sales of a Licensed Product in a country an amount equal shall have the right to [**] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such countrydo so; provided, howeverfurther, that, after a Co-Development Opt-Out Notice, the matter will be escalated to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs JSC for resolution in accordance with Section 8.42.1; provided that, if the JSC cannot agree on which Party should obtain such license, then BeiGene shall have the sole right, but not the obligation, in its sole discretion, to obtain such license throughout the Territory in accordance with Section 9.5(e). (b) In the event The costs of each license obtained pursuant to Section 9.6(a) (each, a Party enters into any “Third Party intellectual property license necessary Agreement”) to the extent such costs directly relate to the Products and constitute COGS shall be included as Commercialization Costs for purposes of calculating the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party ROW Profit & Loss Share prior to any such relevant Third Party licenses as of the Restatement Co-Development Opt-Out Date and, following any Co-Development Opt-Out Date), under which such Party is entitled to grant a sublicense shall be borne solely by BeiGene to the other Partyextent incurred after any Co-Development Opt-Out Date, the other Party will have the right subject to obtain such sublicense deduction from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree royalties in accordance with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such countrySection 9.5. (c) If For purposes of this Agreement, the Third Party Patents and Third Party Know-How licensed under a Third Party Agreement shall be deemed “Collaboration Intellectual Property” of the Party obtaining such license. (d) Prior to any amount is or becomes payable Co-Development Opt-Out Date (i) the Party designated to UNC under pursue the UNC License Third Party Agreement shall keep the other Party fully informed of the status of the negotiations with the applicable Third Party and provide the other Party with copies of all draft agreements; (or under any ii) the other agreement entered into by EPIZYME or any Affiliate Party may provide comments and UNC suggestions with respect to the negotiation of the agreement with such Third Party, and the Party seeking the Third Party Agreement shall reasonably consider all comments and suggestions reasonably recommended by the other Party; and (iii) the Party seeking the Third Party Agreement shall obtain a license that is sublicensable to the other Party in accordance with the terms of this Agreement, treating (unless otherwise agreed by the Parties) the Third Party intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI as Collaboration Intellectual Property hereunder.

Third Party Payments. (a) Subject to Section 6.4.4(c), the Applicable Commercialization Party CELGENE shall be entitled to credit against the royalties due to the other Party on EPIZYME upon Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts the total royalties for Net Sales of such Licensed Product that are paid by the Applicable Commercialization Party, its Affiliates or Sublicensees CELGENE to Third Parties with respect to license rights to Third Party intellectual property licensed by Patents that Cover the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, use, offer for sale, sale or Commercialization importation of such Licensed Product in such country; provided, however, provided however that, all such credits pursuant to this Section 6.6.4 shall not reduce the extent that royalties payable to EPIZYME with respect to any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled any country to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product less than [**] percent ([**]%) of the amounts royalties otherwise due to EPIZYME pursuant to Section 6.6.1 or Section 6.6.2; and provided further that, CELGENE shall have the right to carry forward for application against royalties payable to EPIZYME with respect to Net Sales of such Licensed Product in such country in future periods any amount that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties is not so credited due to the other Party hereunder defense costs limitation in accordance with Section 8.4the immediately preceding proviso. (b) In the event a Party EPIZYME or any of its Affiliates enters into any a Patent or Know-How license with a Third Party intellectual property license that is necessary or useful for the Development, Manufacture, use, offer for sale, sale or Commercialization importation of a Licensed Product in a country in the other Party’s part of the CELGENE Territory after the Restatement Date Effective Date, (it being understood that, except for the UNC Agreement, neither EPIZYME represents and warrants to EISAI that EPIZYME nor any of its Affiliates is not a party to any such relevant Third Party licenses as of the Restatement Effective Date), under which such Party EPIZYME or its Affiliate, as applicable, is entitled to grant a sublicense to the other PartyCELGENE, the other Party CELGENE will have the right to obtain such sublicense from such sublicensor PartyEPIZYME or its Affiliates, as applicable; provided however that, if such other Party elects subject to obtain such sublicense, such other Party shall pay [**] percent ([**]%Sections 6.6.4(d) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such country. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder.and

Third Party Payments. If Roche (aor BPM in the US in the case of Program 2 or Program 4) Subject is obligated to Section 6.4.4(c), remit payments to a Third Party in relation to Third Party issued patents that would allegedly be infringed by the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party on Net Sales marketing of a Licensed Product in a country an amount equal Product, then Roche (or BPM) shall be permitted to offset up to […***…] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts any payments paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect against any royalty payments and Development Event payments after the first NDA Filing Development Event payment for such Licensed Product otherwise payable by Roche to such license rights BPM (or by BPM to Roche in the case of Program 2 or Program 4) for such Licensed Product in the applicable Calendar Quarter. Roche’s ability to make such country. (c) If deductions to Development Event payments pursuant to Section 12.7 shall be limited to […***…] of any amount is or becomes payable individual Development Event payment after the first NDA Filing Development Event payment for such Licensed Product. For clarity, amounts paid by Roche to UNC under the UNC License Agreement BPM (or under any other agreement entered into by EPIZYME BPM to Roche in the case of Program 2 or any Affiliate and UNC Program 4) for such Licensed Product with respect to the intellectual property that is the subject any Calendar Quarter will not be reduced as a result of this Section 12.9.6 below […***…] of the UNC License Agreementamount that would otherwise have been payable hereunder. […***…] owed by Roche to BPM (or by BPM to Roche in the case of Program 2 or Program 4) with respect for such Licensed Product. For any payments made by Roche (or BPM) to Third Parties in relation to Third Party issued patents that are (i) used by Roche (or BPM) for both Licensed Products and other products (including Roche Clinical Compounds or Roche Marketed Products) or applications, the Parties will agree on an equitable apportionment of such payments to reflect the fair value attributable to the DevelopmentLicensed Products under this Section 12.9.6 as compared to other products (including Roche Clinical Compounds or Roche Marketed Products) or applications, Manufactureso that Roche’s or BPM’s right […***…] under this Section 12.9.6 is limited to fair value attributable to the Licensed Products only. If the Parties are unable to agree on an equitable apportionment of such payments, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all then either Party may refer such amounts, and no such amounts shall be creditable against any royalties payable dispute to EISAI hereunder.Expedited Arbitration. ​

Third Party Payments. (a) Subject During the GSK Terminated Product Royalty Term for a particular Terminated Product, any milestones, royalties and/or other license payments actually paid to Section 6.4.4(c)a Third Party by GSK, its Affiliates, or Sublicensees under a written license agreement covering intellectual property in the Applicable Commercialization Party shall be entitled Affected Area which, following a reasonable evaluation in accordance with normal business practice, GSK determines is necessary to credit against the royalties due enable GSK to the other Party on Net Sales of a Licensed Develop, Manufacture or, use, import, offer for sale, sell or otherwise Commercialize such Terminated Product in a country an amount equal to [**] percent ([**]%) of all upfront paymentsthe Affected Area in accordance with this Agreement such that, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to absent such Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for license the Development, Manufacture, Manufacture or Commercialization of such Licensed Terminated Product in such country; provided, however, that, to the extent that any Affected Area would infringe such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such countryproperty, then the Applicable Commercialization Party such payments shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled creditable by GSK against royalties payable to credit against Amicus under this Section 14.2.3(b); provided that the royalties due by GSK to Amicus with respect to such Terminated Product in any Quarter shall not be so reduced by more than ****** of the royalties that would otherwise be payable by GSK to Amicus with respect to such Terminated Product for such Quarter; provided further that GSK can credit the remainder of such amounts paid to such Third Party against future royalties payable to Amicus by GSK. b) The obligations of GSK under Section 3.4.3(a)(ii) shall survive any such termination by GSK or any exercise by Amicus of its Co-Development Opt-Out Right, and shall continue in effect in accordance with its terms following such termination or the Co-Development Opt-Out Effective Date, as applicable, and in addition, from and after the effective date of such termination or the Co-Development Opt-Out Effective Date, as applicable, the obligations of GSK under Section 3.4.3(a)(ii) shall automatically expand to include payments owed by Amicus pursuant to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) Mount Sinai Agreement as a result of the amounts that are reasonably allocable to Manufacture or Commercialization of the Licensed ProductTerminated Product(s) in the Affected Area. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development14.2 above, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part from and after of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as date of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) termination of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid this Agreement by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such country. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC GSK with respect to the intellectual property that is Co-Formulation Product, or the subject date of the UNC License Agreement) Co-Development Opt-Out Effective Date with respect to the Developmenta Co-Formulation Product, Manufactureas applicable, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder******.

Third Party Payments. (a) If either Party determines that it needs to obtain one or more Necessary Licenses, such Party will notify the other Party. Molecular Partners will have the first right (but not the obligation) to elect to negotiate the Necessary License. Molecular Partners will notify Allergan within fifteen (15) days after such notice if it elects not to negotiate such Necessary License. If Molecular Partners elects not to obtain such Necessary License, or is unsuccessful in doing so, then Allergan will have the right (but not the obligation) to negotiate and obtain such Necessary License at its sole discretion and expense. The negotiating Party will obtain such Necessary License, with the right to sublicense, in order to permit Allergan to exercise its rights and to perform its obligations under this Agreement. Subject to Section 6.4.4(c)the foregoing, the Applicable Commercialization Party terms and conditions involved in obtaining such Necessary License shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization determined at such negotiating Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4’s sole discretion. (b) Molecular Partners will be solely responsible for all amounts owed to Third Parties pursuant to (i) the license agreements listed on Exhibit E and (ii) any other license obtained by *** (each, a “Necessary License”). In the event a Party Allergan enters into any Third Party intellectual property license necessary for the Developmenta Necessary License, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will Allergan shall have the right to obtain offset, against amounts payable to Molecular Partners under this Agreement, any and all amounts payable by Allergan to a Third Party under any such sublicense from such sublicensor PartyNecessary License (other than payments potentially due pursuant to any of the agreements listed on Exhibit E, which shall be borne solely by Molecular Partners); provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of that the amounts payable to the Third Party on account Molecular Partners under this Agreement may not be reduced by more than *** of those otherwise due to Molecular Partners pursuant to this Agreement in any Calendar Quarter as a result of such sublicense (either directly offset. Any unused offset earned in a Calendar Quarter may be carried forward from such Calendar Quarter to the Third Party licensor or subsequent Calendar Quarters and may be used in such subsequent Calendar Quarters, subject to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of * limitation set forth in the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such countryimmediately preceding sentence. (c) If any amount is or becomes payable to UNC under the UNC License Agreement Except as provided in subsection (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreementb) with respect to the Developmentabove, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall Allergan will be solely responsible for all amounts owed to Third Parties on account of Allergan’s manufacture, use, sale, offer for sale, or import of Licensed Products and shall pay Licensed Compounds, including any rights to exploit any Allergan Modification or any formulation technology or Drug Delivery System for a Licensed Product. (d) Except as provided in subsection (b) above, the Molecular Partners Technology licensed to Allergan in Section 2.1(a) will include Patents or Information licensed to Molecular Partners by a Third Party after the Effective Date only if the following conditions are met: (i) Molecular Partners discloses to Allergan for review, reasonably in advance of Molecular Partners’ anticipated entry into the applicable agreement between Molecular Partners and such Third Party, the substantive terms of such license agreement (which Molecular Partners hereby covenants to do); and (ii) Allergan provides Molecular Partners with written notice, prior to Molecular Partners’ entry into such license agreement, in which (A) Allergan assumes all payment obligations under such amountslicense agreement to the extent arising out of the use, Development or Manufacture of any Licensed Compound or Licensed Product or Commercialization of any Licensed Product by or on behalf of Allergan, as well as all other obligations of such license agreement that are applicable to Allergan, and no (B) Allergan acknowledges in writing that its sublicense under such amounts license agreement is subject to the terms and conditions of such license agreement. Any applicable Patents and Information for which the above conditions are not met shall be creditable against any royalties payable excluded from the scope of Molecular Partners Technology and not licensed to EISAI hereunderAllergan under this Agreement.

Third Party Payments. (a) Subject On a Licensed Product-by-Licensed Product basis, if, during the Royalty Payment Period, it is reasonably necessary for Nippon Kayaku to Section 6.4.4(c)obtain a license or other rights under any Intellectual Property Rights controlled by a Third Party in any jurisdiction for the Development, the Applicable Manufacture and Commercialization Party shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal the Territory, in the Field (“Third Party Intellectual Property Rights”), then prior to Nippon Kayaku obtaining such Third Party Intellectual Property Rights, Nippon Kayaku shall notify Axxxx Nortye in writing of Nippon Kayaku’s intent to obtain Third Party Intellectual Property Rights, and Adlai Nortye shall have [***] percent days to acquire the necessary Third Party Intellectual Property Rights ([**]%) through a license or otherwise, including pursuant to any settlement agreement), which upon acquisition of all upfront paymentssuch rights by Adlai Nortye shall be deemed “Licensed IP”. If Adlai Nortye does not so acquire the necessary Third Party Intellectual Property Rights, milestone payments, royalties, then Nippon Kayaku shall have the option to obtain such Third Party Intellectual Property Rights and other amounts deduct the amount paid by Nippon Kayaku to such Third Party in consideration for such Third Party Intellectual Property Rights in the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties applicable Fiscal Year from the Royalty Payment that would otherwise have been due with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) for such Fiscal Year pursuant to Clause 6.3(a), subject to the remainder of this Clause 6.3(e). In no event shall Nippon Kayaku, as a result of the amounts that are reasonably allocable to reduction set forth in this Clause 6.3(e) (and before applying the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs reduction set forth in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement DateClause 6.3(c)), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects reduce the total royalty rate applied to obtain such sublicense, such other Party shall pay the Net Sales: (i) below [***] percent for any amount that would otherwise be payable under Clause 6.3(a) for any Licensed Product for which a royalty payment obligations exists under the Novartis Agreement; or (ii) below [**]%*] for any amount that would otherwise be payable under Clause 6.3(d) for any Licensed Product for which Axxxx Nortye’s royalty payment obligations under the Novartis Agreement have terminated. No reduction authorized under this Clause 6.3(e) and not fully taken in the applicable Fiscal Year as a result of the amounts application of the limitations hereunder may be carried forward to the following Fiscal Year and applied against future royalties otherwise payable by Nippon Kayaku. If, as a result of any reduction set forth under this Clause 6.3(e), the Royalty Payment payable to Axxxx Nortye becomes less than the Third Party on account amount of such sublicense (either directly royalties payable by Adlai Nortye to Novartis for the Third Party licensor or to Territory under the sublicensor PartyNovartis Agreement, as the Parties shall reasonably agree with discuss in good faith to determine their respective responsibilities for the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) portion of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such country. (c) If any royalty amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is insufficient to cover the subject of the UNC License Agreement) with respect royalty payable by Adlai Nortye to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunderNovartis.

Third Party Payments. (a) Subject to Section 6.4.4(c), the Applicable Commercialization Party Poniard shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [**] responsible for one hundred percent ([**]100%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees payable to Third Parties with respect to license rights to any Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates under any agreement or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, arrangement to the extent that any such Third Party license includes which Poniard is a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) party as of the amounts Effective Date and that are reasonably allocable applicable to the Licensed Compound, Licensed Product, Licensed Know-How and/or Licensed Patent Rights, including amounts payable to Scripps under the Scripps Agreement. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party If Poniard enters into any agreement or arrangement with a Third Party after the Effective Date under which Poniard obtains Control of Know-How, Patent Rights or other intellectual property license rights that are necessary for to research, develop, use, make, have made, market, offer to sell, sell, have sold, distribute, import or otherwise exploit the DevelopmentLicensed Compound and/or Licensed Product, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will Verastem shall have the right to obtain have such sublicense from such sublicensor Party; provided thatKnow-How, if such Patent Rights or other Party elects to obtain such sublicenseintellectual property rights included in the Licensed Know-How and/or Licensed Patent Rights, such other Party in which case Verastem shall pay [**] percent ([**]%) of the be responsible for any amounts payable to the Third Party on account of such sublicense (either directly to the Verastem hereunder, provided that such amounts shall be deemed to be amounts that Verastem pays to a Third Party licensor to license or acquire technology from a Third Party for purposes of the royalty reduction provisions of the paragraph below. If Verastem does not elect to have such Know-How, Patent Rights or other intellectual property rights included in the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment Licensed Know-How and/or Licensed Patent Rights (and to pay such amounts payable to the Third Party) and as set forth in the immediately preceding sentence, such Know-How, Patent Rights or other Party intellectual property rights shall be entitled deemed to credit against the not be Licensed Know-How or Licensed Patent Rights. If Verastem, its Affiliate or its Sublicensee licenses or acquires technology from a Third Party in order to develop or commercialize a Licensed Product, and Verastem, its Affiliate or its Sublicensee is required to pay such Third-Party(ies) license fees, milestone payments, royalties due or other amounts, then Verastem may deduct up to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] fifty percent ([**]50%) of the amounts amount paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party Parties from the payments owing to Poniard for such Licensed Product. In no event will a deduction, or deductions, under this Section 4.4.3 reduce any payment made by Verastem to Poniard hereunder to less than fifty percent (50%) of the otherwise applicable payment amount. If, but for the preceding sentence, a deduction under this Section 4.4.3 would have reduced a payment made by Verastem to Poniard hereunder to less than fifty percent (50%) of the otherwise applicable payment amount, the amount of such deduction that was not deducted due to such limitation shall be carried forward for deduction against subsequent payments hereunder. Notwithstanding the foregoing, if a deduction under this Section 4.4.3 would reduce a royalty payment made by Verastem to Poniard hereunder with respect to such license rights for such Licensed Product in such country. (c) If any Net Sales by Verastem and its Affiliates and Sublicensees to less than the royalty payment amount that Poniard is or becomes payable required to UNC under pay Scripps pursuant to the UNC License Scripps Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to Net Sales by Verastem and its Affiliates and Sublicensees, Verastem shall pay to Poniard an additional royalty payment amount so that the intellectual property total royalty payment amount that Verastem pays to Poniard equals the royalty payment amount that Poniard is required to pay Scripps pursuant to the subject of the UNC License Agreement) Scripps Agreement with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for Net Sales by Verastem and shall pay all such amounts, its Affiliates and no such amounts shall be creditable against any royalties payable to EISAI hereunderSublicensees.

Third Party Payments. (ai) Subject Schrödinger shall bear all Third Party license payments, milestones, royalties and other payments owed with respect to Section 6.4.4(ca Licensed Collaboration Compound or Licensed Collaboration Product (including payments with respect to methods of making, using, selling, or identifying such Licensed Collaboration Compound and Licensed Collaboration Product) involving (A) intellectual property (including Patents) that is licensed or otherwise Controlled by Schrödinger as of the Effective Date [***]. (ii) If, after the Effective Date and during the Term, Schrödinger acquires from a Third Party rights to Patents or other intellectual property that is necessary or reasonably useful to research, discover, Develop, make, have made, Manufacture, use, sell, offer for sale, import, export or otherwise Commercialize a Licensed Collaboration Compound or Licensed Collaboration Product in the Field in the Territory (“Future In-Licensed IP”), the Applicable Commercialization Party following shall apply: A. [***]. B. If any Future In-Licensed IP [***] may be included within the Schrödinger Technology or Product Specific Patents, then Schrödinger shall disclose the terms and conditions of the agreement under which such Future In-Licensed IP was acquired (subject to applicable confidentiality obligations and reasonable redaction of provisions that do not relate to the use of intellectual property in-licensed thereunder) (such agreement, a “Schrödinger New In-License”), to enable BMS to evaluate and elect, in its sole discretion, whether or not to include such Future In-Licensed IP within the Schrödinger Technology or Product Specific Patents, as applicable. If BMS so elects to include such Future In-Licensed IP as Schrödinger Technology or Product Specific Patents, as applicable, then (A) such Schrödinger New In-License shall become a “Collaboration In-License”, (B) Future In-Licensed IP in-licensed under such Schrödinger In-License will be deemed “Controlled” by Schrödinger or its Affiliates for purposes of this Agreement and will be included in the Schrödinger Technology or Product Specific Patents, as applicable, (C) BMS shall be entitled to credit against the royalties responsible for payments that become due under such Collaboration In-License with respect to the other Party on Net Sales Development, Manufacturing and Commercialization of a Licensed Collaboration Compound or Licensed Collaboration Product by BMS, its Sublicensees and its and their Affiliates, [***], (D) BMS agrees to comply with any obligations under such Collaboration In-License that apply to BMS, including any obligation to make such payments. If BMS does not elect to include such Future In-Licensed IP, then (1) Schrödinger may use such Future In-Licensed IP in the course of performing any Research Plan activities, unless the use of such Future In-Licensed IP by Schrödinger would make it necessary or useful for BMS to take a sublicense under such Schrödinger In-License in order for BMS or its Affiliates to Exploit a Licensed Collaboration Compound or Licensed Collaboration for a Designated Target, (2) such Schrödinger New In-License shall not become a Collaboration In-License hereunder, (3) such Future In-Licensed IP shall not be deemed “Controlled” by Schrödinger or its Affiliates for purposes of this Agreement and will be excluded from Schrödinger Technology or Product Specific Patents, and (4) BMS shall have no right or license under any rights granted under such Schrödinger New In-License. Schrödinger shall provide BMS with a reasonably detailed invoice for any payments to be made by BMS pursuant to this Section 8.4(e)(ii)B under any Collaboration In-License, and BMS shall pay the undisputed portion of such invoices to Schrödinger within [***] of receipt thereof; provided that [***]. C. If, on a Licensed Collaboration Product-by-Licensed Collaboration Product and country-by-country an amount equal basis, BMS deems it necessary to obtain a license or other right from any Third Party under any Patent or other intellectual property in order to Develop, Manufacture or Commercialize any given Licensed Collaboration Compound or Licensed Collaboration Product, BMS shall have the right to enter into such licenses or other agreement with such Third Party with respect to such Patent or other intellectual property. BMS may deduct up to [***] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization amount of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [***] percent (actually paid by BMS or its Affiliates or its or their Sublicensees [**]%) of the amounts payable *] to the such Third Party on account of such sublicense (either directly license or other agreement [***], that are attributable to the Third Party licensor Development, Manufacture or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales Commercialization of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly Collaboration Compound or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Collaboration Product in such country, from royalties otherwise due and payable by BMS to Schrödinger under this Agreement in a Calendar Quarter, subject to Section 8.4(h); provided that [***]. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder.