Common use of Additional Agreements Among the Parties Clause in Contracts

Additional Agreements Among the Parties. (a) Coronado and OvaMed hereby agree that, provided OvaMed has not breached its obligations under the Sublicense Agreement or the MSA, Coronado agrees to be bound by the terms of Section 2.3(e) of the License Agreement, as amended by this Amendment, to the extent applicable to the Territory (as defined in the Sublicense Agreement) and Coronado’s rights under the Sublicense Agreement. (b) In satisfaction of and in accordance with the provisions of Section 9.5, the License Agreement shall be assigned to Coronado as SUBLICENSEE upon termination of the License Agreement and UIRF shall accept and honor such assignment. (c) Subject to the provisions of this Paragraph 4(), in the event of any breach or default by LICENSEE under the License Agreement which breach or default gives UIRF the right to terminate the License Agreement (in its entirety or, in accordance with Section 9.11, in a particular country or jurisdiction), the following shall be applicable: (i) UIRF shall provide Coronado with written notice of such breach (and, as applicable, failure to cure such breach or intent to terminate), in addition to any notice thereof provided to LICENSEE, which notice shall disclose the nature and amount of the breach; (ii) If the breach is of a curable obligation, Coronado shall have the right, but not the obligation, to cure such breach within sixty (60) days after receiving such written notice if the breach relates to a payment obligation or within ninety (90) days after receiving such written notice if the breach relates to any other material obligation; provided that if Coronado cures such breach within the applicable periods, (A) any payments by Coronado to UIRF to cure such breach shall discharge the related payment obligation LICENSEE may have had to UIRF; (B) Coronado may, but shall not be obligated to, make future payments required to be made by LICENSEE to UIRF under the License Agreement directly to UIRF; (C) OvaMed shall reimburse Coronado for any such payments made by Coronado to UIRF and any other costs associated with curing such breach (or, at Coronado’s option, Coronado shall be permitted to set off such payments and costs against amounts payable by Coronado to OvaMed under the Sublicense Agreement or the Supply Agreement); and (D) UIRF shall not have the right to terminate the License Agreement as a result of such breach; and (iii) If the breach is of a non-curable obligation, and Coronado has not caused such LICENSEE breach (it being understood that Coronado will not be deemed to have caused such breach if OvaMed has breached its obligations to Coronado under the Sublicense Agreement or the MSA), Coronado shall have the right, but not the obligation, to have the License Agreement survive, provided that from and after any such election by Coronado, (A) LICENSEE’s rights, licenses and obligations in the License Agreement shall be deemed assigned to and assumed by Coronado on the same terms and conditions as set forth in the License Agreement; (B) all references to LICENSEE in the License Agreement shall be construed as Coronado; and (C) UIRF shall not have the right to terminate the License Agreement as a result of such breach.