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On a Product-by- Product and country-by-country basis, if such Product is not Covered by a Valid Claim in such country during the Royalty Term, then the royalties payable with respect to such Licensed Product pursuant to Section 8.4(b) (Royalty on Products) in such country will be reduced by, which remaining royalty reflects the value of the RAPT Know-How. In order to facilitate the Research Program and subject to Section 3.1, RAPT shall provide to Hanmi samples in total under this Agreement of one or more Tool Compounds and/or Compounds, as applicable, and applicable RAPT Know-How for use by Hanmi in furtherance of the Research Program, provided that if Hanmi requires of Tool Compounds and/or Compounds, as applicable, then the Parties shall discuss in good faith, provided, further, that.

RAPT shall provide reasonable consultation and assistance for the purpose of transferring to Hanmi RAPT Know-How and any other necessary Information and/or Regulatory Data, to the extent reasonably necessary or useful for Hanmi to Develop and Commercialize Compound or Product in the Field. Subject to and to the extent as provided in Section 17.8 ( Assignment), the use of “Affiliate” in this definition shall exclude any Third Party that becomes an Affiliate due to a Change of Control Transaction. RAPT Know-How shall exclude rights under any RAPT Patent Rights and RAPT’s interest in any Joint Patents. RAPT Know-How includes all chemical, structural, manufacturing process, biological, pharmacological, toxicological, clinical, assay and other methods of screening, structure activity relationship information or other information that relates to Compound or Products ( including its composition, formulation, or method of use, manufacture, preparation or administration). RAPT Know-How means all Information Controlled as of the Effective Date or thereafter during the Term by RAPT and/or any of its Affiliate(s) that encompass or relate to Compound and/or Products or that is necessary or reasonably useful for the discovery, Development, manufacture, use and/or Commercialization of Compound and/or Products to the extent permitted under this Agreement.