Common use of Counterparty Agreements Clause in Contracts

Counterparty Agreements. (a) Except as set forth on the Disclosure Schedule, other than the Transaction Documents, the XOMA Agreement and the Covered License Agreements, (i) there are no Out-Licenses, and (ii) there are no other contract, agreement or other arrangement (whether written or oral) to which the Sellers or any of their Subsidiaries is a party or to the Knowledge of the Sellers by which any of their respective assets or properties is bound or committed that affects or otherwise relates to the Purchased Receivables, the Covered License Agreements or the Intellectual Property Rights with respect to the Exploitation of the Covered Products and that are material to the interest of the Purchaser. (b) Attached as Exhibits I-1, I-2, I-3, I-4 and I-5 are true, correct and complete copies of the Covered License Agreements. The Sellers have provided to the Purchaser true, correct and complete copies of (i) all Counterparty Royalty Reports and (ii) all material notices and correspondence delivered to the Sellers by the Counterparties or by the Sellers to the Counterparties pursuant to, or relating to, the Covered License Agreements, to the extent permitted by their terms. (c) Each of the Covered License Agreements is in full force and effect and is the legal, valid and binding obligation of the Sellers and, to the Knowledge of the Sellers, each Counterparty, enforceable against the Sellers and, to the Knowledge of the Sellers, each Counterparty in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, general equitable principles and principles of public policy. The Sellers are not in breach or violation of or in default under any of the Covered License Agreements. There is no event or circumstance that, upon notice or the passage of time, or both, would constitute or give rise to any breach or default in the performance of any of the Covered License Agreements by the Sellers or, to the Knowledge of the Sellers, any Counterparty. (d) The Sellers have not waived any rights or defaults under the Covered License Agreements or released any Counterparty, in whole or in part, from any of its obligations under any of the Covered License Agreements. There are no oral waivers or modifications by any Seller (or pending requests therefor) in respect of any of the Covered License Agreements. (e) No event has occurred that would give the Sellers or, to the Knowledge of the Sellers, any Counterparty, the right to terminate any of the Covered License Agreements or cease paying Purchased Receivables under any of the Covered License Agreements. The Sellers have not received any notice of an intention by any Counterparty to terminate or breach any of the Covered License Agreements, in whole or in part, or challenging the validity or enforceability of any of the Covered License Agreements or the obligation to pay the Purchased Receivables under any of the Covered License Agreements, or alleging that the Sellers or any Counterparty is currently in default of its obligations under any of the Covered License Agreements. To the Knowledge of the Sellers, there is and has been no default, violation or breach of any Counterparty under any of the Covered License Agreements. The Sellers have no intention of terminating any of the Covered License Agreements and has not given any Counterparty any notice of termination of any of the Covered License Agreements, in whole or in part. (f) Except as provided in the Covered License Agreements, the Sellers are not a party to any agreement providing for any sharing of, or providing for or permitting any right of counterclaim, credit, reduction or deduction by contract or otherwise (a “Royalty Reduction”) or permitting any Set-off against, the Purchased Receivables. (g) The Sellers have not consented to an assignment by any Counterparty of any of such Counterparty’s rights or obligations under any Covered License Agreement, and the Sellers do not have Knowledge of any such assignment by any Counterparty. Except as contemplated by Section 2.1(a) and Section 2.1(d), the Sellers have not assigned, in whole or in part, nor granted, incurred or suffered to exist any Lien on, the Covered License Agreements or any of the Sellers’ rights, title or interest in or to the Intellectual Property Rights or the Licensed Products in the Territory. (h) Neither the Sellers nor any Counterparty have made any claim of indemnification under any of the Covered License Agreements. (i) The Sellers have not exercised their rights to conduct an audit under any of the Covered License Agreements. (j) To the Knowledge of the Sellers, the Sellers have received all amounts owed to them under the Covered License Agreements. (k) To the Knowledge of the Sellers, except as set forth in Section 3.13(k) of the Disclosure Schedule, no Counterparty to any Covered License Agreement has granted (and the Sellers have not received any written notice that any such Counterparty has granted) a sublicense to any other Person.

Counterparty Agreements. (a) Except Attached as set forth on Exhibit D and Exhibit E are true, correct and complete copies of the Disclosure ScheduleCommercialization Agreement and the MSK Agreement, other respectively. The Seller has provided to the Purchaser true, correct and complete copies of all material notices delivered to the Seller by the Licensee or by the Seller to the Licensee since October 2, 2021 pursuant to, or relating to, the Commercialization Agreement and the MSK Agreement, respectively. (b) Other than the Transaction Documents, the XOMA Agreement and the Covered License Related Agreements, (i) there are no Out-Licensesthe Commercialization Agreement, the Existing Confidentiality Agreement, and any Liens under clauses (iivii), (viii), (x) and (xi) of the definition of Permitted Liens, there are is no other contract, agreement or other arrangement (whether written or oral) to which the Sellers Seller or any of their its Subsidiaries is a party or to the Knowledge of the Sellers by which any of their respective assets or properties is bound or committed that affects or otherwise relates to the Purchased ReceivablesRoyalties, the Covered License Agreements Commercialization Agreement or the Intellectual Property Rights with respect to the Exploitation of the Covered Products and that are material to the interest of the Purchaser. (b) Attached as Exhibits I-1, I-2, I-3, I-4 and I-5 are true, correct and complete copies of the Covered License Agreements. The Sellers have provided to the Purchaser true, correct and complete copies of (i) all Counterparty Royalty Reports and (ii) all material notices and correspondence delivered to the Sellers by the Counterparties or by the Sellers to the Counterparties pursuant to, or relating to, the Covered License Agreements, to the extent permitted by their termsRights. (c) Each of the Covered License Agreements The Commercialization Agreement is in full force and effect and is the legal, valid and binding obligation of the Sellers and, to Seller and the Knowledge of the Sellers, each CounterpartyLicensee, enforceable against the Sellers and, to Seller and the Knowledge of the Sellers, each Counterparty Licensee in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and general equitable principles and principles of public policyprinciples. The Sellers are Seller is not in breach or violation of or in default in any material respect under any the Commercialization Agreement. To the Knowledge of the Covered License Agreements. There Seller, there is no event or circumstance that, upon notice or the passage of time, or both, would constitute or give rise to any material breach or material default in the performance of any of the Covered License Agreements Commercialization Agreement by the Sellers or, to Seller or the Knowledge of the Sellers, any CounterpartyLicensee. (d) The Sellers have MSK Agreement is in full force and effect and is the legal, valid and binding obligation of the Seller and MSK, enforceable against the Seller and MSK in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and general equitable principles. The Seller is not in breach or violation of or in default in any material respect under the MSK Agreement. To the Knowledge of the Seller, there is no event or circumstance that, upon notice or the passage of time, or both, would constitute or give rise to any material breach or material default in the performance of the MSK Agreement by the Seller or MSK. (e) The Seller has not (i) waived any material rights or defaults under the Covered License Agreements Commercialization Agreement, or released any Counterpartythe Licensee, in whole or in part, from any of its material obligations under the Commercialization Agreement, that relate to the Development and Commercialization of the Product in the Field in the Territory or the Purchased Royalties, and (ii) waived any other rights or defaults under the Commercialization Agreement, or released the Licensee, in whole or in part, from any of its other obligations under the Covered License AgreementsCommercialization Agreement except for such waivers and releases that would not reasonably be expected to have a Material Adverse Effect. There are no oral waivers or modifications by any Seller (or pending requests therefor) Except in respect of any connection with the negotiation of the Covered License Agreementsterms and conditions of the Amendment, the Seller has not received from Licensee any written proposal, and has not made any proposal to the Licensee, to amend or waive any provision of the Commercialization Agreement. (ef) No The Seller has not exercised its rights to conduct an audit under the Commercialization Agreement. To the Knowledge of the Seller, no event has occurred that would give the Sellers or, to Seller or the Knowledge of the Sellers, any Counterparty, Licensee the right to terminate any of the Covered License Agreements Commercialization Agreement or cease paying the Purchased Receivables Royalties under any of the Covered License AgreementsCommercialization Agreement. The Sellers have Seller has not received any written notice of an intention by any Counterparty the Licensee to terminate or breach any of the Covered License AgreementsCommercialization Agreement, in whole or in part, or challenging the validity or enforceability of any of the Covered License Agreements Commercialization Agreement or the obligation to pay the Purchased Receivables Royalties under any of the Covered License AgreementsCommercialization Agreement, or alleging that the Sellers Seller or any Counterparty the Licensee is currently in default of its obligations under any of the Covered License AgreementsCommercialization Agreement. To the Knowledge of the SellersSeller, there is and has been no default, violation or breach by the Licensee under the Commercialization Agreement. Neither the Seller nor the Licensee has made any claim of any Counterparty indemnification under any of the Covered License AgreementsCommercialization Agreement. The Sellers have Seller has no intention of terminating any of the Covered License Agreements Commercialization Agreement and has not given any Counterparty the Licensee any notice of termination of any of the Covered License AgreementsCommercialization Agreement, in whole or in part. (fg) To the Knowledge of the Seller, no event has occurred that would give MSK the right to terminate the MSK Agreement. The Seller has not received any written notice of an intention by MSK to terminate or breach the MSK Agreement, in whole or in part, or challenging the validity or enforceability of the MSK Agreement, or alleging that the Seller is currently in default of its obligations under the MSK Agreement. To the Knowledge of the Seller, there is and has been no default, violation or breach by MSK under the MSK Agreement. Neither the Seller nor MSK has made any claim of indemnification under the MSK Agreement. The Seller has no intention of terminating the MSK Agreement and has not given MSK any notice of termination of the MSK Agreement, in whole or in part with respect to the Territory. (h) Except as provided in the Covered License AgreementsCommercialization Agreement, the Sellers are Seller is not a party to any agreement providing for any sharing of, or providing for or permitting any right of counterclaim, credit, reduction or deduction by contract or otherwise (a “Royalty Reduction”) or permitting any Set-off Off against, the Purchased ReceivablesRoyalties. (gi) The Sellers have Seller has not consented to an assignment by any Counterparty the Licensee of any of such Counterparty’s its rights or obligations under any Covered License the Commercialization Agreement, and the Sellers do Seller does not have Knowledge of any such assignment by any Counterpartythe Licensee. Except for Permitted Liens and as contemplated by Section 2.1(a) and Section 2.1(d)the Transaction Documents, the Sellers have Seller has not assigned, in whole or in part, nor and has not granted, incurred or suffered to exist any Lien on, the Covered License Agreements Commercialization Agreement, the MSK Agreement or any of the Sellers’ Seller’s rights, title or interest in or to the Intellectual Property Rights or Rights. Except for the Licensed Products in the Territory. Related Agreements, any Liens under clauses (hvii), (viii), (x), and (xi) Neither the Sellers nor any Counterparty have made any claim of indemnification under any of the Covered License Agreements. (i) The Sellers have not exercised their rights definition of Permitted Liens, to conduct an audit under any of the Covered License Agreements. (j) To the Knowledge of the SellersSeller, the Sellers have received all amounts owed to them there are no licenses, sublicenses or other rights under the Covered License Agreements. (k) To the Knowledge of the Sellers, except as set forth in Section 3.13(k) of the Disclosure Schedule, no Counterparty Intellectual Property Rights that have been granted to any Covered License Agreement has granted (and the Sellers have not received any written notice that any such Counterparty has granted) a sublicense to any other PersonThird Party.

Counterparty Agreements. (a) Except as set forth on the Disclosure Schedule, other Other than the Transaction Documents, the XOMA Agreement and Related Agreements, the Covered License Agreements, (i) the AZ Consent, the Xxxxxx Consent and the Confidentiality Agreement, there are is no Out-Licenses, and (ii) there are no other contract, agreement or other arrangement (whether written or oral) to which the Sellers Seller or any of their its Subsidiaries is a party or to the Knowledge of the Sellers by which any of their respective assets or properties is bound or committed that affects or otherwise relates to the Purchased ReceivablesRoyalties, the Covered License Agreements or the Intellectual Property Rights with respect to the Exploitation of the Covered Products and that are material to the interest of the PurchaserRights. (b) Attached as Exhibits I-1Exhibit F-1, I-2F-2, I-3, I-4 F-3 and I-5 F-4 are true, correct and complete copies of the Covered License Agreements. Attached as Exhibit F-5 and F-6 are true and correct copies of the AZ Consent and the Xxxxxx Consent, redacted solely to the extent necessary to permit the Seller to comply with its obligations of confidentiality to certain third parties. The Sellers have Seller has provided to the Purchaser Representative true, correct and complete copies of (i) all Counterparty AZ Royalty Reports, Xxxxxx Royalty Reports, and Novo Royalty Reports and (iiiii) all material notices and correspondence delivered to the Sellers Seller by the Counterparties or by the Sellers Seller to the Counterparties since January 1, 2018 pursuant to, or relating to, the Covered License Agreements, to the extent permitted by their terms. (c) Each of the Covered License Agreements is in full force and effect and is the legal, valid and binding obligation of the Sellers and, to the Knowledge of the Sellers, Seller and each Counterparty, enforceable against the Sellers and, to the Knowledge of the Sellers, Seller and each Counterparty in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and general equitable principles and principles of public policyprinciples. The Sellers are Seller is not in breach or violation of or in default under any of the Covered License Agreements. There is no event or circumstance that, upon notice or the passage of time, or both, would constitute or give rise to any breach or default in the performance of any of the Covered License Agreements by the Sellers Seller or, to the Knowledge of the SellersSeller, any Counterparty. (d) The Sellers have Seller has not waived any rights or defaults under the Covered License Agreements or released any Counterparty, in whole or in part, from any of its obligations under any of the Covered License Agreements. There are no oral waivers or modifications by any Seller (or pending requests therefor) in respect of any of the Covered License Agreements. Neither the Seller nor any Counterparty has agreed to amend or waive any provision of the License Agreements, and the Seller has not received or submitted any proposal to do so. (e) Since the First Commercial Sale of Movantik, the Seller has, to the Knowledge of the Seller, received from AZ the full amount of the AZ Royalties payable in respect of AZ Net Sales of Movantik. Since the First Commercial Sale of Adynovate, the Seller has, to the Knowledge of the Seller, received from Xxxxxx the full amount of the Xxxxxx Royalties payable in respect of Xxxxxx Net Sales of Adynovate. Since the Waiver Date (as defined in Section 1(t) of the Novo Settlement Agreement), the Seller has, to the Knowledge of the Seller, received from Novo Nordisk the full amount of Novo Settlement Royalties payable in respect of Novo Net Sales of Rebinyn. Since the date of the Novo Sublicense Agreement, the Seller has, to the Knowledge of the Seller, received from Xxxxxx the full amount of Novo Sublicense Royalties payable in respect of Net Sales (as defined in the Novo Sublicense Agreement) of the Licensed Product (as defined in the Novo Sublicense Agreement). No event has occurred that would give the Sellers or, to the Knowledge of the Sellers, Seller or any Counterparty, Counterparty the right to terminate any of the Covered License Agreements or cease paying Purchased Receivables Royalties under any of the Covered License Agreements. The Sellers have Seller has not received any notice of an intention by any Counterparty to terminate or breach any of the Covered License Agreements, in whole or in part, or challenging the validity or enforceability of any of the Covered License Agreements or the obligation to pay the Purchased Receivables Royalties under any of the Covered License Agreements, or alleging that the Sellers Seller or any Counterparty is currently in default of its obligations under any of the Covered License Agreements. To the Knowledge of the SellersSeller, there is and has been no default, violation or breach of any Counterparty under any of the Covered License Agreements. The Sellers have Seller has no intention of terminating any of the Covered License Agreements and has not given any Counterparty any notice of termination of any of the Covered License Agreements, in whole or in part. (f) Except as provided in the Covered License Agreements, the Sellers are Seller is not a party to any agreement providing for any sharing of, or providing for or permitting any right of counterclaim, credit, reduction or deduction by contract or otherwise (a “Royalty Reduction”) or permitting any Set-off against, the Purchased ReceivablesRoyalties. (g) The Sellers have Seller has not consented to an assignment by any Counterparty of any of such Counterparty’s rights or obligations under any Covered License Agreement, and the Sellers do Seller does not have Knowledge of any such assignment by any Counterparty. Except as contemplated by Section 2.1(a) and Section 2.1(d), the Sellers have Seller has not assigned, in whole or in part, nor and has not granted, incurred or suffered to exist any Lien on, the Covered License Agreements or any of the Sellers’ Seller’s rights, title or interest in or to the Intellectual Property Rights or the Licensed Products in the TerritoryProducts. (h) Neither the Sellers Seller nor any Counterparty have has made any claim of indemnification under any of the Covered License Agreements. (i) The Sellers have Seller has not exercised their its rights to conduct an audit under any of the Covered License Agreements. (j) To the Knowledge of the SellersSeller, the Sellers have it has received all amounts owed to them it under the Covered License Agreements. (k) [***]. (l) To the Knowledge of the SellersSeller, except as set forth in Section 3.13(k) of the Disclosure Schedule, no Counterparty to any Covered License Agreement Xxxxxx has not granted (and the Sellers have not received any written notice that any such Counterparty has granted) a sublicense to any other PersonPerson any sublicense pursuant to Section 4.2 of the Xxxxxx License Agreement. To the Knowledge of the Seller, AZ has not granted to any other Person any sublicense pursuant to Section 4.2 of the AZ License Agreement. (m) To the Knowledge of the Seller, the First Commercial Sale of Adynovate occurred during the month of December, in 2015. To the Knowledge of the Seller, the First Commercial Sale of Movantik occurred during the month of March, in 2015. To the Knowledge of the Seller, the First Commercial Sale of Rebinyn occurred during the fourth calendar quarter of 2017.