Consequences of Termination of Agreement. In the event of the termination of this Agreement pursuant to this Article 9, the following provisions shall apply: 9.3.1 If this Agreement is terminated by Ophthotech pursuant to Section 9.2.1 or by Archemix pursuant to Sections 9.2.2, 9.2.3 or 9.2.4: (a) all licenses granted by Archemix to Ophthotech shall immediately terminate; (b) Ophthotech shall promptly return all Confidential Information of Archemix; provided, that Ophthotech may retain one (1) copy of Confidential Information of Archemix in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder; and (c) each Sublicensee of Ophthotech shall be considered a direct licensee of Archemix; provided, that, (i) such Sublicensee is then in material compliance with all terms and conditions of its sublicense, (ii) all accrued payments obligations of such Sublicensee to Archemix have been paid, and (iii) such Sublicensee agrees in writing to remain in compliance with all terms and conditions of the sublicense (subject to any notice and cure period provisions contained in any such sublicense agreement with such Sublicensee). 9.3.2 If this Agreement is terminated by Ophthotech pursuant to Sections 9.2.3 or 9.2.4, all licenses granted by Archemix to Ophthotech shall survive subject to Ophthotech’s continued payment of all royalties, milestones, Sublicense Income and other payments pursuant to Article 4; and Ophthotech shall promptly return all Confidential Information of Archemix that is not subject to a continuing license hereunder; provided, that Ophthotech may retain one (1) copy of each such Confidential Information of Archemix in it archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.
Appears in 2 contracts
Samples: Exclusive License Agreement (Archemix Corp.), Exclusive License Agreement (Nitromed Inc)
Consequences of Termination of Agreement. In the event of the termination of this Agreement pursuant to this Article 9, the following provisions shall apply:
9.3.1 If this Agreement is terminated by Ophthotech pursuant to Section 9.2.1 or by Archemix pursuant to Sections 9.2.2, 9.2.3 9.2.2 or 9.2.49.2.3:
(a) all licenses granted by Archemix to Ophthotech shall immediately terminate;
(b) Ophthotech shall promptly return all Confidential Information of Archemix; provided, that Ophthotech may retain one (1) copy of Confidential Information of Archemix in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder; and
(c) each Sublicensee of Ophthotech shall be considered a direct licensee of Archemix; provided, that, (i) such Sublicensee is then in material compliance with all terms and conditions of its sublicense, (ii) all accrued payments obligations of such Sublicensee to Archemix have been paid, and (iii) such Sublicensee agrees in writing to remain in compliance with all terms and conditions of the sublicense (subject to any notice and cure period provisions contained in any such sublicense agreement with such Sublicensee).
9.3.2 If this Agreement is terminated by Ophthotech pursuant to Sections 9.2.3 or 9.2.49.2.3, all licenses granted by Archemix to Ophthotech shall survive subject to Ophthotech’s continued payment of all royalties, milestones, Sublicense Income milestones and other payments pursuant to Article 4; and Ophthotech shall promptly return all Confidential Information of Archemix that is not subject to a continuing license hereunder; provided, that Ophthotech may retain one (1) copy of each such Confidential Information of Archemix in it archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.
Appears in 1 contract
Consequences of Termination of Agreement. In the event of the termination of this Agreement pursuant to this Article 9, the following provisions shall apply:
9.3.1 If this Agreement is terminated by Ophthotech pursuant to Section 9.2.1 or by Archemix pursuant to Sections 9.2.2, 9.2.3 9.2.2 or 9.2.49.2.3:
(a) all licenses granted by Archemix to Ophthotech shall immediately terminate;
(b) Ophthotech shall promptly return all Confidential Information of Archemix; provided, that Ophthotech may retain one (1) copy of Confidential Information of Archemix in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder; and
(c) each Sublicensee of Ophthotech shall be considered a direct licensee of Archemix; provided, that, (i) such Sublicensee is then in material compliance with all terms and conditions of its sublicense, (ii) all accrued payments obligations of such Sublicensee to Archemix have been paid, and (iii) such Sublicensee agrees in writing to remain in compliance with all terms and conditions of the sublicense (subject to any notice and cure period provisions contained in any such sublicense agreement with such Sublicensee).
9.3.2 If this Agreement is terminated by Ophthotech pursuant to Sections 9.2.3 or 9.2.49.2.3, all licenses granted by Archemix to Ophthotech shall survive subject to Ophthotech’s continued payment of all royalties, milestones, Sublicense Income and other payments pursuant to Article 4; and Ophthotech shall promptly return all Confidential Information of Archemix that is not subject to a continuing license hereunder; provided, that Ophthotech may retain one (1) copy of each such Confidential Information of Archemix in it archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.
Appears in 1 contract
Consequences of Termination of Agreement. In the event of the termination of this Agreement pursuant to this Article 9, the following provisions shall apply:
9.3.1 19.3.1 If this Agreement is terminated by Ophthotech Ribomic pursuant to Section 9.2.1 or by Archemix pursuant to Sections 9.2.2, 9.2.3 or 9.2.4:
(a) all licenses granted by Archemix to Ophthotech Ribomic under this Agreement shall immediately terminateterminate and Archemix shall have no further obligations under Section 2.3.1(a);
(b) Ophthotech all licenses granted by Ribomic to Archemix prior to the termination of this Agreement hereunder shall continue and survive in full force and effect;
(c) Ribomic shall promptly return all Confidential Information of Archemix; provided, that Ophthotech Ribomic may retain one (1) copy of Confidential Information of Archemix in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder; and;
(cd) each Sublicensee of Ophthotech Ribomic shall be considered a direct licensee of ArchemixArchemix under this Agreement; provided, that, (i) such Sublicensee is then in material compliance with all terms and conditions of its sublicense, (ii) all accrued payments payment obligations of such Sublicensee to Archemix Ribomic under the Sublicense Agreement have been paid, and (iii) such Sublicensee agrees in writing to remain assume all applicable obligations of Ribomic under this Agreement arising thereafter to the extent of the scope of the sublicense;
(e) upon request of Archemix, the Parties shall negotiate in compliance good faith the terms of a transition plan which shall provide for the terms pursuant to which Ribomic shall (i) transfer to Archemix all of its right, title and interest in all regulatory filings and Regulatory Approvals then in its name applicable to Licensed Products, if any, and all material aspects of Confidential Information Controlled by it as of the date of termination relating to such regulatory filings and Regulatory Approvals; (ii) notify the applicable regulatory authorities and take any other action reasonably necessary to effect such transfer; (iii) provide Archemix with copies of all correspondence between Ribomic and such regulatory authorities relating to such regulatory filings and Regulatory Approvals; (iv) unless expressly prohibited by any regulatory authority, transfer control to Archemix of all clinical trials of Licensed Products being conducted as of the effective date of termination and continue to conduct such trials for up to six (6) months to enable Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. such transfer to be completed without interruption of any such trial; (v) assign (or cause its Affiliates to assign) to Archemix all agreements with any Third Party with respect to the conduct of clinical trials for Licensed Products including, without limitation, agreements with contract research organizations, clinical sites and investigators, unless expressly prohibited by any such agreement (in which case Ribomic shall cooperate with Archemix in all reasonable respects to secure the consent of such Third Party to such assignment); (vi) provide Archemix with all terms supplies of Licensed Products in the possession of Ribomic or any Affiliate or contractor of Ribomic; (vii) provide Archemix with copies of all reports and conditions of the sublicense (subject data generated or obtained by Ribomic or its Affiliates pursuant to this Agreement that relate to any notice Licensed Products that have not previously been provided to Archemix; and cure period provisions contained (viii) supply Archemix with its requirements for Licensed Products and intermediates for up to twenty-four (24) months following such termination at a transfer price to be negotiated and included in any such sublicense agreement with such Sublicensee)transition plan.
9.3.2 19.3.2 If this Agreement is terminated by Ophthotech Ribomic pursuant to Sections 9.2.3 or 9.2.4, all licenses granted by Archemix to Ophthotech Ribomic shall survive survive, subject to OphthotechRibomic’s continued payment of all royalties, milestones, Sublicense Income Payments and other payments due and payable to Archemix pursuant to Article 4; and Ophthotech Ribomic shall promptly return all Confidential Information of Archemix that is not subject to a continuing license hereunder; provided, that Ophthotech Ribomic may retain one (1) copy of each such Confidential Information of Archemix in it archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.
19.3.3 If Ribomic breaches any of its Specific Diligence Obligations pursuant to Section 3.1.2(b), with respect to a given Licensed Product then, in lieu of termination of this Agreement pursuant to Section 9.3.1, Archemix shall have the right, in its sole discretion, upon ten (10) days written notice to Ribomic, to (a) convert the exclusive license granted to Ribomic for each such Licensed Product to non-exclusive, in which case Section 2.3.1(a) shall no longer apply to such Licensed Product or (b) exercise its rights pursuant to Section 9.3.1 only on a Licensed Product-by-Licensed Product and country-by-country basis.
Appears in 1 contract
Samples: Research License and Option Agreement (Nitromed Inc)
Consequences of Termination of Agreement. In the event of the termination of this Agreement pursuant to this Article 9, the following provisions shall apply:
9.3.1 If this Agreement is terminated by Ophthotech Ribomic pursuant to Section 9.2.1 or by Archemix pursuant to Sections 9.2.2, 9.2.3 or 9.2.4:
(a) all licenses granted by Archemix to Ophthotech Ribomic under this Agreement shall immediately terminateterminate and Archemix shall have no further obligations under Section 2.3.1(a);
(b) Ophthotech all licenses granted by Ribomic to Archemix prior to the termination of this Agreement hereunder shall continue and survive in full force and effect;
(c) Ribomic shall promptly return all Confidential Information of Archemix; provided, that Ophthotech Ribomic may retain one (1) copy of Confidential Information of Archemix in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder; and;
(cd) each Sublicensee of Ophthotech Ribomic shall be considered a direct licensee of ArchemixArchemix under this Agreement; provided, that, (i) such Sublicensee is then in material compliance with all terms and conditions of its sublicense, (ii) all accrued payments payment obligations of such Sublicensee to Archemix Ribomic under the Sublicense Agreement have been paid, and (iii) such Sublicensee agrees in writing to remain assume all applicable obligations of Ribomic under this Agreement arising thereafter to the extent of the scope of the sublicense;
(e) upon request of Archemix, the Parties shall negotiate in compliance good faith the terms of a transition plan which shall provide for the terms pursuant to which Ribomic shall (i) transfer to Archemix all of its right, title and interest in all regulatory filings and Regulatory Approvals then in its name applicable to Licensed Products, if any, and all material aspects of Confidential Information Controlled by it as of the date of termination relating to such regulatory filings and Regulatory Approvals; (ii) notify the applicable regulatory authorities and take any other action reasonably necessary to effect such transfer; (iii) provide Archemix with copies of all correspondence between Ribomic and such regulatory authorities relating to such regulatory Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. filings and Regulatory Approvals; (iv) unless expressly prohibited by any regulatory authority, transfer control to Archemix of all clinical trials of Licensed Products being conducted as of the effective date of termination and continue to conduct such trials for up to six (6) months to enable such transfer to be completed without interruption of any such trial; (v) assign (or cause its Affiliates to assign) to Archemix all agreements with any Third Party with respect to the conduct of clinical trials for Licensed Products including, without limitation, agreements with contract research organizations, clinical sites and investigators, unless expressly prohibited by any such agreement (in which case Ribomic shall cooperate with Archemix in all reasonable respects to secure the consent of such Third Party to such assignment); (vi) provide Archemix with all terms supplies of Licensed Products in the possession of Ribomic or any Affiliate or contractor of Ribomic; (vii) provide Archemix with copies of all reports and conditions of the sublicense (subject data generated or obtained by Ribomic or its Affiliates pursuant to this Agreement that relate to any notice Licensed Products that have not previously been provided to Archemix; and cure period provisions contained (viii) supply Archemix with its requirements for Licensed Products and intermediates for up to twenty-four (24) months following such termination at a transfer price to be negotiated and included in any such sublicense agreement with such Sublicensee)transition plan.
9.3.2 If this Agreement is terminated by Ophthotech Ribomic pursuant to Sections 9.2.3 or 9.2.4, all licenses granted by Archemix to Ophthotech Ribomic shall survive survive, subject to OphthotechRibomic’s continued payment of all royalties, milestones, Sublicense Income Payments and other payments due and payable to Archemix pursuant to Article 4; and Ophthotech Ribomic shall promptly return all Confidential Information of Archemix that is not subject to a continuing license hereunder; provided, that Ophthotech Ribomic may retain one (1) copy of each such Confidential Information of Archemix in it archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.
9.3.3 If Ribomic breaches any of its Specific Diligence Obligations pursuant to Section 3.1.2(b), with respect to a given Licensed Product then, in lieu of termination of this Agreement pursuant to Section 9.3.1, Archemix shall have the right, in its sole discretion, upon ten (10) days written notice to Ribomic, to (a) convert the exclusive license granted to Ribomic for each such Licensed Product to non-exclusive, in which case Section 2.3.1(a) shall no longer apply to such Licensed Product or (b) exercise its rights pursuant to Section 9.3.1 only on a Licensed Product-by-Licensed Product and country-by-country basis.
Appears in 1 contract
Consequences of Termination of Agreement. In the event of the termination of this Agreement pursuant to this Article 98, the following provisions shall apply:
9.3.1 8.3.1 If this Agreement is terminated by Ophthotech Ribomic pursuant to Section 9.2.1 8.2.1 or by Archemix pursuant to Sections 9.2.28.2.2, 9.2.3 8.2.3 or 9.2.48.2.4:
(a) all licenses granted by Archemix to Ophthotech Ribomic under this Agreement shall immediately terminateterminate and Archemix shall have no further obligations under Sections 2.1.1 or 2.4;
(b) Ophthotech all licenses granted by Ribomic to Archemix prior to the termination of this Agreement hereunder shall continue and survive in full force and effect;
(c) all Active Targets shall be deemed to be Failed Targets; and
(d) Ribomic shall promptly return all Confidential Information of Archemix; provided, that Ophthotech that, Ribomic may retain one (1) copy of Confidential Information of Archemix in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder; and
(c) each Sublicensee of Ophthotech shall be considered a direct licensee of Archemix; provided, that, (i) such Sublicensee is then in material compliance with all terms and conditions of its sublicense, (ii) all accrued payments obligations of such Sublicensee to Archemix have been paid, and (iii) such Sublicensee agrees in writing to remain in compliance with all terms and conditions of the sublicense (subject to any notice and cure period provisions contained in any such sublicense agreement with such Sublicensee).
9.3.2 8.3.2 If this Agreement is terminated by Ophthotech Ribomic pursuant to Sections 9.2.3 8.2.3 or 9.2.48.2.4, all licenses granted by Archemix to Ophthotech Ribomic shall survive survive, subject to OphthotechRibomic’s continued payment of all royalties, milestones, Sublicense Income installments of the Research License Fee due and other payments payable to Archemix pursuant Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. to Article 4; and Ophthotech Ribomic shall promptly return all Confidential Information of Archemix that is not subject to a continuing license hereunder; provided, that Ophthotech Ribomic may retain one (1) copy of each such Confidential Information of Archemix in it archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder.
Appears in 1 contract
Samples: Research License and Option Agreement (Nitromed Inc)
