Common use of CONTINGENT LICENSE TO MANUFACTURE Clause in Contracts

CONTINGENT LICENSE TO MANUFACTURE. (a) Except as otherwise provided herein, PathoGenesis shall purchase its clinical and commercial requirements for the Inhaler Products and the Adapters (excluding the Ampoules) from AeroGen pursuant to the terms and conditions of this Agreement. In the event of a "Triggering Event" (as defined below), AeroGen shall promptly notify PathoGenesis in writing thereof, and effective only in such event, AeroGen hereby grants to PathoGenesis an exclusive (subject to Sections 2.8.6, 2.8.7 and 9.2) license within the Field, including the right to grant sublicenses, under AeroGen's Inhalation Intellectual Property, to make and have made the Inhaler Products and the Adapters for sale and use consistent with the license set forth in Section 2.8.2, for the Term. In such event, PathoGenesis shall notify AeroGen in writing of its election to exercise such right, and upon receipt AeroGen shall promptly provide PathoGenesis with the AeroGen Know-How reasonably necessary for PathoGenesis (or its designee) to make and have made the Inhaler Products (including Adapters). (b) As used in this section, "Triggering Event" shall mean either: (i) AeroGen determines that it is not reasonably able to supply, or arrange to supply, all of PathoGenesis' reasonable requirements for Inhaler Products and Adapters; (ii) all or a substantial portion of AeroGen's assets are transferred to an assignee for the benefit of creditors, to a receiver or a trustee in bankruptcy; (iii) AeroGen is adjudged bankrupt; or (iv) AeroGen is unable to supply at least 75% of any binding commercial purchase order submitted by PathoGenesis in compliance with the forecast and ordering provisions of Section 7.4, for a period of ninety (90) days from the agreed upon date of delivery of such purchase order.

CONTINGENT LICENSE TO MANUFACTURE. (a) Except as otherwise provided herein, PathoGenesis shall purchase its clinical and commercial requirements for the Inhaler Products and the Adapters (excluding the Ampoules) from AeroGen pursuant to the terms and conditions of this Agreement. In the event of a "Triggering Event" (as defined below), AeroGen shall promptly notify PathoGenesis in writing thereof, and effective only in such event, AeroGen hereby grants to PathoGenesis an exclusive (subject to Sections 2.8.6, 2.8.7 and 9.2) license within the Field, including the right to grant sublicenses, under AeroGen's Inhalation Intellectual Property, to make and have made the Inhaler Products and the Adapters for sale and use consistent with the license set forth in Section 2.8.2, for the Term. In such event, PathoGenesis shall notify AeroGen in writing of its election to exercise such right, and upon receipt AeroGen shall promptly provide PathoGenesis with the AeroGen Know-How reasonably necessary for PathoGenesis (or its designee) to make and have made the Inhaler Products (including Adapters). (b) As used in this section, "Triggering Event" shall mean either: (i) AeroGen determines that it is not reasonably able to supply, or arrange to supply, all of PathoGenesis' reasonable requirements for Inhaler Products and Adapters[*]; (ii) all or a substantial portion of AeroGen's assets are transferred to an assignee for the benefit of creditors, to a receiver or a trustee in bankruptcy; (iii) AeroGen is adjudged bankrupt; or (iv) AeroGen is unable to supply at least 75% of any binding commercial purchase order submitted by PathoGenesis in compliance with the forecast and ordering provisions of Section 7.4, for a period of ninety (90) days from the agreed upon date of delivery of such purchase order[*].