Step-in Rights. If Onboarding Agent fails to perform its obligations under a Services Contract that would give rise to a right for a Provider to terminate such Services Contract or if Onboarding Agent fails to enforce the Services Contract as required under this Agreement, Owner may, but does not have the obligation to, exercise any and all rights, obligations and remedies of Onboarding Agent under such Services Contract (the “Step-in Right”). Each Services Contract shall include # Owner as an express third-party beneficiary of such Services Contract and # a Step-in Right in favor of Owner and will require the Provider to promptly give Owner copies of any default notices given to Onboarding Agent and at least ​ prior written notice of any termination by Provider of a Services Contract. Onboarding Agent shall cooperate fully with Owner and its Representatives and provide all reasonable assistance at no charge to Owner in Owner’s exercise of its Step-in Right. Onboarding Agent is liable to Owner for any fees or expenses that Owner may incur in exercising its Step-in Right and curing any default, or performing any obligations in connection with any default, of Onboarding Agent under a Services Contract.

Step-In Rights. [Section 10.4(g)] of the Collaboration Agreement is hereby incorporated by reference into this Agreement.

Step-in Rights. The applicable Prosecuting Party for any Patent for which it has the first (but not sole) right to Prosecute and Maintain shall notify the Patent Working Group in writing of its intention to suspend or cease any Prosecution and Maintenance of any such Patent at least ​ prior to any filing or payment due date, or any other due date that requires action, in connection with the ongoing Prosecution and Maintenance of such Patent. In such event, the Prosecuting Party shall permit the other Party, at the other Party’s discretion and at its sole expense, to continue Prosecution and Maintenance of such Patent, and will take all actions and execute all documents reasonably necessary for the other Party to assume such Prosecution and Maintenance as the Prosecuting Party for such Patent. Without limiting the foregoing, if a Party is the Prosecuting Party of any Joint Patent that it intends to abandon, then the other Party shall have the option to elect by providing written notice to the Patent Working Group to ​ continue Prosecution and Maintenance of such Joint Patent ​, as contemplated above ​. Upon receipt of such request, the Prosecuting Party ​. Following any ​, subject in all cases to the rights and licenses granted by the Parties hereunder.

Step-In Rights. Either Party may cease prosecution or maintenance of any Patent that such Party is responsible for prosecuting or maintaining pursuant to this Section 9.2 on a country-by-country basis by providing the other Party written notice at least sixty (60) days in advance of any filing or payment due date. If the responsible Party elects to cease prosecution or maintenance of the relevant Patent in a country, the other Party, shall have the right, but not the obligation, at its sole discretion and cost, to continue prosecution or maintenance of such Patent and in such country (“Step-In Rights”), provided that, with respect to [[GlycoMimetics:Organization]] Licensed Patents, Apollomics may only exercise its Step-In Rights with respect to the Apollomics Territory. If the other Party elects to continue prosecution or maintenance or elects to file additional applications following the responsible Party’s election to cease prosecution or maintenance pursuant to this Section 9.2, the responsible Party shall transfer the applicable patent files to such other Party or its designee and execute such documents and perform such acts at the responsible Party's expense as may be reasonably necessary to allow the other Party to initiate or continue such filing, prosecution or maintenance at the other Party’s sole expense.

Licensee’s Step-In Rights. Subject to the requirements and limitations of the Acorda Third Party Agreements, with respect to the filing, prosecution and maintenance of the Licensed IP, including any rights of, and time-frames for, such Third Party licensors to comment on and review any filings and correspondence related thereto, the Parties agree:

Biosimilar Step-Down. Subject to [Section 8.7.5] (Royalty Floor), if, on a Licensed Product-by-Licensed Product and country-by-country basis, one or more Biosimilar Products of such Licensed Product are sold in such country, and Net Sales of such Licensed Product in such country in any Calendar Quarter following the first sale of such Biosimilar Product(s) are # less than​ of the average Net Sales of such Licensed Product as compared to the Net Sales for such Licensed Product in such country in the ​ Calendar Quarters prior to approval of such Biosimilar Product, then for such Calendar Quarter and thereafter the royalties payable with respect to Net Sales of such Licensed Product in such country pursuant to [Section 8.7.1] (Net Sales Royalties) shall be reduced to ​ of the royalties otherwise payable pursuant to [Section 8.7.1] (Net Sales Royalties) or # less than ​ of the average Net Sales of such Licensed Product as compared to the Net Sales for such Licensed Product in such country in the ​ Calendar Quarters prior to approval of such Biosimilar Product, then for such Calendar Quarter and thereafter the royalties payable with respect to Net Sales of such Licensed Product in such country pursuant to [Section 8.7.1] (Net Sales Royalties) shall be reduced to ​ of the royalties otherwise payable pursuant to [Section 8.7.1] (Net Sales Royalties).

Generic Step-Down. If, on a Licensed Product–by–Licensed Product and country-by-country basis, one or more Generic Products of such Licensed Product are sold in such country, and Net Sales of such Licensed Product in such country in two (2) consecutive Calendar Quarters are less than ​ of the aggregate market of the Generic Products and Licensed Product, as measured by IQVIA (or other industry accepted source used by GSK at such time), then the royalties payable with respect to Net Sales of such Licensed Product pursuant to [Sections 7.12.1 and 7.12.2]2] for such Calendar Quarter shall be reduced to ​ of the royalties otherwise payable pursuant to [Section 7.12.1], subject to [Section 7.12.5].

Subject to the remainder of this [Section 4.1], Licensee hereby grants to Relay an exclusive option, exercisable in Relay’s sole discretion one (1) time, to fund Development Costs for Lead Products in the Field and share in the Net Profits and Net Losses of Commercializing Lead Products in the Field in the Profit Share Territory, such funding and sharing of Net Profits and Net Losses to be in accordance with the Sharing Percentages (collectively, the “Opt-In Right”).

“Step-In Right” has the meaning set forth in [Section 10.4].

Generic Entry Step-Down. If at any time in any particular country in the Territory # a Generic Product receives Regulatory Approval in such country and is introduced for commercial sale into such country, and # the Net Sales of the relevant Licensed Product sold in such country in a given Calendar Quarter (after the first Calendar Quarter in which the Generic Product is sold in such Country) decrease by more than ​ percent (​) but no more than ​ percent (​) compared to the average Net Sales of the two Calendar Quarters immediately preceding the first Calendar Quarter in which the Generic Product is so1d then, the royalties that would otherwise have been payable on Net Sales of such Licensed Product in such country under Section 6.3.1 shall be reduced by ​ percent (​) as from the first Calendar Quarter in which this Section 6.3.2 applies and thereafter for so long as the Net Sales of the relevant Licensed Product sold in a given Calendar Quarter are at least ​ percent (​) but no more than ​ percent (​) less than the average Net Sales of such Licensed Product sold in the two Calendar Quarters immediately preceding the first Calendar Quarter in which the Generic Product is sold. Further, if at any time, in any particular country in the Territory, # a Generic Product receives Regulatory Approval in such country and is introduced for commercial sale into such country and # the Net Sales of the relevant Licensed Product sold in such country in a given Calendar Quarter (after the first Calendar Quarter in which the Generic Product is sold in such country) decrease by more than ​ (​) compared to the average Net Sales of the two Calendar Quarters immediately preceding the first Calendar Quarter in which the Generic Product in sold then (and without prejudice to [[Sanofi:Organization]]’s right to terminate this Agreement with respect to such country in accordance with [Section 12.2]), the royalties that would otherwise have been payable on Net Sales of such Licensed Product in such country under Section 6.3.1 shall be reduced by ​ percent (​) as from the first Calendar Quarter in which this Section 6.3.2 applies and thereafter for so long as the Net Sales of the relevant Licensed Product sold in a given Calendar Quarter are more than ​ (​) less than the average Net Sales of such Licensed Product sold in the two Calendar Quarters immediately preceding the first Calendar Quarter in which the Generic Product is sold. The calculation of the royalty reduction under this Section 6.3.2 shall be conducted on a Licensed Product-by-Licensed Product, and on a country-by-country, basis.