multiple tiers) as provided in Section 7.2, under the uniQure Technology to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop and Commercialize) Collaboration Targets, Therapeutics and Products in the Field in the Territory. Without limiting the generality of the foregoing terms of this Section 7.1(a), the license granted by uniQure to BMS pursuant to this Section 7.1(a) shall include, subject to the terms and conditions of this Agreement and the terms and conditions of any Third Party agreement that are applicable to a sublicensee under such Third Party agreement (including the Existing License Agreements), an exclusive (even as to uniQure, except as provided in Section 7.3) sublicense, with the right to grant sublicenses (through multiple tiers) as provided in Section 7.2, under the Information and Patents included in the uniQure Technology and licensed to uniQure under any Third Party Agreements to which uniQure is a party, to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop and Commercialize) Collaboration Targets, Therapeutics and Products in the Field in the Territory. For clarity, BMS’ licenses under this Section 7.1(a) and Sections 7.1(b) and (c) shall cover only Collaboration Targets, and Therapeutics and Products with respect to the applicable Collaboration Target, and only for so long as the applicable Collaboration Target remains a Collaboration Target (i.e., has not been replaced or terminated). Accordingly, the licenses under this Section 7.1 with respect to a particular Collaboration Target, and Therapeutics and Products with respect to such Collaboration Target, shall terminate when such Collaboration Target is terminated or replaced and is therefore no longer a Collaboration Target. For further clarity, subject to the terms of this Agreement and any Supply Agreement, BMS and its Affiliates shall have the right to use Third Parties to assist with, and/or to conduct, discovery, research, development, pre-clinical, clinical, commercial and other activities with respect to the Therapeutics for the Collaboration Targets, including studies, testing and validation, and the right for BMS to make and have made Therapeutics and research grade and other materials (including uniQure Materials) (itself or by any of its Affiliates or any Third Parties selected by BMS) to conduct research, pre-clinical, development, commercial and other activities.
3.8Indication Exclusivity. Section 11.1(d) of the Agreement (which for clarity includes only the first clause thereof and not the subsequent paragraphs) is hereby deleted and replaced with the following:
“for as long as BMS is pursuing the Development of or is Commercializing a Therapeutic or Product for any Exclusive Indication, with respect to discovery, research, Development or Commercialization activities for such Exclusive Indication in the Field in the Territory (including with respect to discovery or research activities for the purpose of identifying Target Therapeutics for such Exclusive Indication).”
3.9Indication Exclusivity Opt-Out. A new Section 11.2 is hereby added to the Agreement as follows:
Indication Exclusivity Opt-Out. At any time during the Indication Exclusivity Opt-Out Period, uniQure (or as the case may be, its successor in interest) may opt out of the exclusivity obligations under Section 11.1(d) with respect to a particular indication by written notice to BMS (such notice, the “Opt-Out Notice” and such indication, the “Opt-Out Indication”). uniQure may exercise such right to opt out up to [*]. Upon BMS’ receipt of the Opt-Out Notice (the “Opt-Out Exercise”), the following will apply:
(a)All payments under Sections 8.3, 8.4 and 8.5 will be reduced by [*] of the amounts otherwise payable under such sections and, in addition, if the Opt-Out Exercise occurs during the CoC Opt-Out Period, uniQure shall refund to BMS [*] of all amounts previously paid by BMS under Sections 8.3, 8.4 and 8.5. Such reduction will apply for each Opt-Out Exercise. For example, [*]. For the avoidance of doubt, and notwithstanding anything contained herein to the contrary, for each Opt-Out Exercise, payments under Sections 8.3, 8.4 and 8.5 will be reduced for all of the Collaboration Targets, not just the Collaboration Target(s) for which the Opt-Out Indication is being worked on by BMS.