Commercialization License in the Kyorin Territory. Subject to the terms and conditions of this Agreement, on a Licensed Product-by-Licensed Product basis, aTyr hereby grants Kyorin a non-transferable (except as provided in Section 14.1), sublicensable (subject to [Section 7.1.1.3]), royalty-bearing, exclusive (even as to aTyr and its Affiliates) license under the aTyr Licensed Technology and aTyr’s interest in the New Joint IP in the Kyorin Territory to Commercialize such Licensed Product in the Field in the Kyorin Territory.

Sharing of Promotional Materials. Licensee shall, at its own expense, prepare, develop, produce, or otherwise obtain and utilize sales, promotional, advertising, marketing, website, educational, and training materials (the “Promotional Materials”) to support its Commercialization activities in the Licensee Territory, and shall ensure that such Promotional Materials, as well as all information contained therein, comply with all Applicable Laws and are consistent with the Regulatory Approvals obtained for the Product in the applicable jurisdiction in the Licensee Territory. At Ovid’s request, Licensee shall share samples of and updates to Promotional Materials with respect to the Commercialization of the Products with Ovid. If Ovid has such promotional materials available for the Product for the Ovid Territory prior to the commercial launch of such Product in the Licensee Territory, Ovid will share such materials with the Licensee upon its request.

Commercialization Licenses in the aTyr Territory. Subject to the terms and conditions of this Agreement, on a Licensed Product-by-Licensed Product basis, Kyorin hereby grants aTyr:

Ovid hereby agrees to provide to Licensee, within ​ following the Effective Date, a list of # ​ the Ovid Know-How ​ and # [​ the Compound and/or Product necessary for Licensee’s Development, use, manufacture, and Commercialization of the Product in the Field in the Licensee Territory, ​.

Commercialization in the Collaborative Territory. As between the Parties, Tracon shall be solely responsible for the Commercialization of Collaborative Products in the Field in the Collaborative Territory. Upon procurement of Regulatory Approval of the Collaborative Product for an Indication in the Field in any country in the Collaborative Territory, Tracon shall use Commercially Reasonable Efforts to Commercialize the Collaborative Product for such Indication in the Field in such country. Tracon shall book all sales of Collaborative Products in the Field in the Collaborative Territory during the Term. No less than ​ prior to the anticipated First Commercial Sale of the Collaborative Product in the Field in the Collaborative Territory and each anniversary of the First Commercial Sale thereafter, Tracon shall provide Eucure with a written report that summarizes, in reasonable detail, the Commercialization activities performed during such time period. Additionally, Tracon shall report to the JSC on a quarterly basis regarding its planning for and the progress of Commercialization activities with respect to the Collaborative Product in the Field in the Collaborative Territory.

Commercialization in the Field in the Territory. During the Term, Licensee shall be solely responsible for Commercializing the Licensed Product in the Territory for use in the Field, which Commercialization shall be in accordance with the Commercialization Plan and this Agreement with the goal of maximizing the commercial potential of the Licensed Product in the Field in the Territory. Licensee shall be responsible for ​ of the expenses (including pre-launch marketing and other Commercialization expenses) incurred in connection with the Commercialization of the Licensed Product in the Territory for use in the Field. Licensee shall use Commercially Reasonable Efforts to Commercialize the Licensed Product in the Field in the Territory in accordance with the Commercialization Plan and in accordance with the time frames set forth in the Commercialization Plan.

Commercialization in Ovid Territory. For clarity, Ovid shall have the exclusive right to Commercialize the Product in the Ovid Territory at its own expense, with or without Third Party(ies).

Commercialization in Ovid Territory. For clarity, Ovid shall have the exclusive right to Commercialize the Product in the Ovid Territory at its own expense, with or without Third Party(ies).

Ovid hereby agrees to provide to Licensee, within ​ following the Effective Date, a list of # ​ the Ovid Know-How ​ and # [​ the Compound and/or Product necessary for Licensee’s Development, use, manufacture, and Commercialization of the Product in the Field in the Licensee Territory, ​.

Sharing of Promotional Materials. Licensee shall, at its own expense, prepare, develop, produce, or otherwise obtain and utilize sales, promotional, advertising, marketing, website, educational, and training materials (the “Promotional Materials”) to support its Commercialization activities in the Licensee Territory, and shall ensure that such Promotional Materials, as well as all information contained therein, comply with all Applicable Laws and are consistent with the Regulatory Approvals obtained for the Product in the applicable jurisdiction in the Licensee Territory. At Ovid’s request, Licensee shall share samples of and updates to Promotional Materials with respect to the Commercialization of the Products with Ovid. If Ovid has such promotional materials available for the Product for the Ovid Territory prior to the commercial launch of such Product in the Licensee Territory, Ovid will share such materials with the Licensee upon its request.