ITEOS Existing Agreements. With respect to the Net Sales Territory, ITEOS shall be solely responsible for payment of all financial obligations (including all royalties and milestone payments) and otherwise performing, at its sole cost and expense, all obligations under all agreements it or its Affiliates have entered into with Third Parties as of the Effective Date, including the ITEOS Background Agreements. With respect to the Profit-Sharing Territory, the Parties will share (50:50) as Third Party Licensing Payments as part of the Pre-Tax Profit or Loss all financial obligations (including all royalties and milestone payments) under the ITEOS Background Agreements that relate to Exploitation of the Licensed Products in the Profit-Sharing Territory.

The rights granted to LICENSEE, its Affiliates or Sublicensees under this Agreement are subject and subordinate to the terms and conditions of the Existing License Agreements, including the coordination of prosecution or enforcement of Patent Rights or other intellectual property rights under the applicable agreement.

Existing Agreements. The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

“Existing Third Party Agreement” means any agreement with a Third Party in effect as of the Effective Date pursuant to which Relay Controls any Relay Patents or Relay Know-How.

Existing In-License Agreements. Notwithstanding any provision to the contrary in this Agreement, CANbridge acknowledges and agrees that the rights and licenses granted to CANbridge pursuant to Section 2.1 (Licenses to CANbridge) are subject to the applicable terms of each Existing In-License Agreement with respect to the LogicBio Technology, that is being sublicensed thereunder, to the extent such applicable terms have been disclosed to CANbridge or its Affiliates as of the Restatement Date. Any payment obligations arising under the Existing In-License Agreements as a result of the research, Development and Commercialization of a Product by CANbridge, its Affiliates and Sublicensees under this Agreement will be paid solely by LogicBio. Attached as [Schedule 1.69] are all Existing In-License Agreements as amended as of the Restatement Date.

Atara has provided to Bayer a true and complete copy (subject to appropriate redactions) of each Existing Agreement;

Existing Agreements. The Parties agree and understand that Fate has entered into certain agreements under which Fate has been granted a license, prior to the Effective Date, with the rights to sublicense, under certain patents and patent applications included within the Fate Research Patents and Fate Product Patents that are subject to royalty obligations (such agreements collectively, the “Existing Agreements”). In accordance with [Section 10.6.4], payments under the Existing Agreements ​. The list of Existing Agreements is set forth on [Exhibit 11.7].1. With respect to each of the Existing Agreements, Fate shall:

Existing Agreements. Notwithstanding anything to the contrary in this Agreement, [​].

Existing Agreements. The Parties agree and understand that FATE has entered into certain agreements under which FATE has been granted a license, prior to the Effective Date, with the rights to sublicense, under certain FATE Intellectual Property to Research, Develop and Commercialize any Collaboration Candidate and Collaboration Product in the Territory or to otherwise practice any other rights contemplated in this Agreement that are subject to royalty obligations (such agreements collectively, the "Existing Agreements"), ​. The list of Existing Agreements is set forth on [Exhibit 7.10].1.

Existing Third Party Agreements. All licenses granted by a Party to the other Party in this Article 9 (Licenses; Exclusivity) shall be subject to the licensing restrictions set forth in the Third Party agreements between such Party and any Third Party existing as of the Execution Date. Without limiting the foregoing, the licenses granted by ITEOS to GSK under 9.1 (License Grant to GSK) shall be subject to the ITEOS Background Agreements, for so long as such ITEOS Background Agreements are in effect. ​.