Subject to [Section 6.2(b)(vii)] (solely with respect to a ​) and Bayer’s compliance with its Diligence Obligations with respect to a ​, as applicable, Arvinas hereby grants to Bayer a non-exclusive, sublicenseable (solely together in the same transaction with other Patents and Know-How owned by Bayer) license under the Arvinas Contributed IP solely to the extent necessary or reasonably useful for Bayer and its Affiliates and (sub)licensees to continue the Development, Manufacture, use and/or Commercialization of such ​ in its Applicable Field (including, for this purpose only, the Life Cycle Management in such Applicable Field for such ​).

Subject to [Section 6.4] hereof if the Lender determines for any reason that adequate and reasonable means do not exist for determining the LIBOR for any requested LIBOR Interest Period with respect to a proposed LIBOR Loan Advance, or that the LIBOR for any requested LIBOR Interest Period with respect to a proposed LIBOR Loan Advance does not adequately and fairly reflect the cost to the Lender of funding such LIBOR Loan Advance, the Lender will promptly so notify the Borrower. Thereafter, the obligation of the Lender to make or maintain LIBOR Loan Advances shall be suspended until the Lender revokes such notice. Upon receipt of such notice, the Borrower may, upon two Business Days’ prior written notice to the Lender, revoke any pending request for a borrowing, conversion or continuation of LIBOR Loan Advances and, unless the Lender receives such revocation notice not less than two Business Days’ prior to the applicable proposed date for the LIBOR Loan Advance, the Borrower will be deemed to have converted such request into a request for a borrowing of Base Rate Loan Advances or US Prime Rate Loan Advances, as applicable, in the amount specified therein.

Subject to [Section 6.2.4.3], each Party shall have the sole right to make all decisions regarding the pricing of the Products in its respective Territory. Notwithstanding anything in this Agreement express or implied to the contrary, neither Party shall have any right to direct, control, or approve the other Party’s decision regarding the pricing of Products for the other Party’s Territory. Each Party shall inform the other Party of the results of Pricing Approval and update thereof, through the JSC, provided that the provision to the other Party of those information shall be for informational purposes only.

Subject to [Section 6.1 and 8.2]2], any data and Inventions (and Patent Rights claiming such Inventions) arising out of the permitted testing of the Samples shall be owned by the Party conducting such testing, provided that to the extent that any such data or Inventions (and Patent Rights claiming such Inventions) relates solely to the Combined Therapy (or biomarkers solely for use solely with the Combined Therapy), such data or Inventions (and Patent Rights claiming such Inventions) shall be considered Combined Therapy Study Data or Combined Therapy Inventions (and Combined Therapy Patents), as the case may be.

Subject to [Section 6.21], each of the Loan Parties shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than # deposit accounts and securities accounts that are maintained at all times with financial institutions as to which the Administrative Agent shall have received a control agreement, # deposit accounts established solely as payroll and other zero balance accounts, # other deposit accounts, so long as at any time the balance in any such account does not exceed $500,000 and the aggregate balance in all such accounts does not exceed $1,000,000, and # Federal Fund Accounts.

Subject to [Section 6.6], Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions;

Subject to [Section 6.4.4(c)], the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to ​ percent (​) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product ​ percent (​) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with [Section 8.4].

Subject to [Section 6.03(c)(ii)(B)], each party shall bear its own fees, costs and expenses and shall bear an equal share of the costs and expenses of the arbitration, including the fees, costs and expenses of the three (3) arbitrators; provided that the arbitral tribunal may award the prevailing party its reasonable fees and expenses (including attorneys’ fees), if it finds that there was no good-faith basis for the position taken by the other party in the arbitration.

Subject to [Section 6.8(c)], promptly (but in any event within fifteen (15) Business Days of such creation or acquisition) upon the creation or acquisition of any Subsidiary, Credit Parties shall, and shall cause each such Subsidiary (as applicable) to, # pledge, have pledged or cause or have caused to be pledged to Agent pursuant to a pledge agreement in form and substance satisfactory to Agent, all of the outstanding shares of equity interests or other equity interests of such Subsidiary owned directly by any Credit Party, along with undated stock or equivalent powers for such certificates, executed in blank, # cause such Subsidiary to take such other actions (including entering into or joining any Security Documents) as are necessary or advisable in the reasonable opinion of Agent in order to grant Agent, acting on behalf of the Lenders, a first priority Lien (subject to Permitted Liens) on all real and personal property of such Subsidiary (other than Excluded Property) in existence as of such date and in all after acquired property, # become a Guarantor of all of the Obligations of Borrower hereunder and under the other Financing Documents pursuant to a joinder agreement or other guaranty and suretyship agreement in form and substance satisfactory to Agent, and # cause such Subsidiary to deliver certified copies of such Subsidiary’s certificate, articles of incorporation or other organizational documents, together with good standing certificates, by-laws (or other operating agreement or governing documents), resolutions of the board of directors or other governing body, approving and authorizing the execution and delivery of the Security Documents, incumbency certificates and to execute and/or deliver such other documents and legal opinions or to take such other reasonable actions as may be requested by Agent, in each case, in form and substance reasonably satisfactory to Agent (the requirements set forth in [clauses (i)-(iv) above], collectively, the “Joinder Requirements”); provided that the Credit Parties shall not be permitted to make any Investment in such Subsidiary until such time as Credit Parties have satisfied the Joinder Requirements.

Subject to [Section 6.2(b)(vii)] (solely with respect to a ​), [Section 6.2(b)(viii)] and Bayer’s compliance with its Diligence Obligations with respect to a ​, as applicable, Arvinas hereby grants to Bayer an exclusive, sublicenseable license under Arvinas’ joint interest in the owned Company IP solely to the extent necessary or useful for Bayer and its Affiliates and (sub)licensees to continue the Development, Manufacture, use and/or Commercialization of such ​ in its Applicable Field (including, for this purpose only, the Life Cycle Management in such Applicable Field for such ​).