“[[Cellectis:Organization]] Third Party Agreement” means any agreement between [[Cellectis:Organization]] and any Third Party under which [[Cellectis:Organization]] obtains rights in or to any [[Cellectis:Organization]] Licensed Intellectual Property.

Technology. Company agrees to do the following as required to perform its obligations under the Agreement # provide the necessary equipment, technology, and infrastructure; and # take necessary steps, on an ongoing basis and as applicable, to access and use Microsoft online tools and Partner Portals.

Subject to the terms and conditions of this Agreement, and the Research Agreement, during the Term, Licensee shall have an [ * ] under any intellectual property rights # Controlled by Institute or any Affiliate of Institute not included in the Patent Rights or the Know-How Rights, # [ * ], # that [ * ] or to [ * ], and # that either Party [ * ] for the Parties’ activities under this Agreement or the Research Agreement (the “[ * ] Technology”). For clarity, this Section 2.4 shall not apply to any [ * ] Technology that relates solely to [ * ], or to [ * ], which shall be subject to Section 2.6 during the [ * ] Period, provided that if the [ * ] Period expires without Licensee exercising the [ * ], for one or more of the Institute [ * ] Programs, this Section 2.4(a) shall continue to apply, but Institute shall have no obligation under this Section 2.4 with respect to any such [ * ] Technology that relates solely to [ * ], as applicable, arising from the Institute [ * ] Program(s) for which the [ * ] was not exercised.

except as provided in this Agreement, including [Section 7.1] (Ownership of Technology), the Fulcrum Technology is solely owned by Fulcrum or one of its Affiliates, free of any encumbrance, lien, or claim of ownership by any Third Party;

Ownership of Technology. As between the Parties:

Ownership of Technology. As between the Parties:

Licensed Technology. As between the Parties, Licensor is, and shall remain, the sole and exclusive owner of the Licensed Technology.

Technology Transfer. Promptly following the Effective Date, ITEOS shall transfer and deliver to GSK (in order to enable GSK to practice under the licenses granted to GSK under Section 9.1 (License Grant to GSK)), Know-How within the ITEOS Technology (including Materials) to enable GSK to Develop, Manufacture and Commercialize Licensed Antibodies and Licensed Products as contemplated under this Agreement.

At any time upon the request of Client ​ of a Product Agreement for any reason, Patheon will provide assistance as reasonably requested by Client to transfer part or all of Client’s manufacturing process, know-how and analytical testing methodology for the Product to Client or Client’s third-party designee (“Technology Transfer”) to assist Client to manufacture the Product. Patheon will ensure that the Technology Transfer is performed on its behalf by personnel skilled in providing the Manufacturing Services. The Technology Transfer will include provisions of the master batch record all other documents, information and knowledge as necessary or appropriate to transfer work performed as part of the Manufacturing Services by Patheon and may include reasonable consultation, meetings and travel to another site. Patheon will also disclose to Client any Patheon Intellectual Property that is reasonably required to manufacture the Product and grant to Client an irrevocable, fully paid, sublicensable license to exploit the Patheon Intellectual Property as reasonably required to manufacture the

Technology Transfer. The Parties expressly agree that they shall work together to transfer the Manufacturing Process to the Facility, including implementing the technology transfer plan set forth in Project Plan. Customer shall fully support such technology transfer as reasonably requested by [[Lonza:Organization]].