Effect of Expiration and Termination. 13.6.1 In the event that this Agreement is terminated by Licensee pursuant to [***], Licensee shall continue to have all Exclusive Licenses then in effect, subject to its continued payment of the applicable fees, milestone payments and royalties with respect thereto as set forth in Article 6 and subject to the obligations of Article 7. 13.6.2 In the event that an Exclusive License under this Agreement is terminated with respect to one or more countries, and a sublicense has been granted under this Agreement under any such Exclusive License with respect to Licensed Product in any such country, then SGI agrees to grant to each Sublicensee designated by Licensee a direct license to such Sublicensee under the terms and conditions of this Agreement, which license shall be of the same scope sublicensed to such Sublicensee, provided that such Sublicensee: (a) agrees to be bound to SGI under the terms and conditions of this Agreement with respect to the Licensed Products as to which the sublicense has been granted; (b) agrees to comply with all provisions of applicable SGI In-Licenses and Licensed Technology Acquisition Agreements; and (c) is not in breach of its sublicense agreement with Licensee. 13.6.3 In the event that a Designated Antigen does not become an Exclusive Antigen: (a) if such Designated Antigen [***], Licensee agrees to grant to SGI a [***] under the Licensee ADC Know-How and Licensee ADC Patents solely with respect to ADCs that specifically bind to such Antigen; and (b) if such Designated Antigen [***], Licensee agrees to [***]. For the avoidance of doubt, (i) Section 13.6.3 shall not necessarily be deemed to grant to SGI any rights in the Licensee Patents or Licensee Know-How, Licensee Inventions, Licensee Invention Patents, or Joint Inventions, beyond the Licensee ADC Patents and Licensee ADC Know How; and (ii) the grant of a license pursuant to Section 13.6.3 [***]. 13.6.4 Except where explicitly provided within this Agreement, termination of this Agreement for any reason, or expiration of this Agreement, will not affect any: (a) obligations, including payment of any fees, milestones, royalties or other sums which have [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. accrued as of the date of termination or expiration, and (b) rights and obligations which, from the context thereof, are intended to survive termination or expiration of this Agreement, including provisions of Articles 1, 7 (with respect to royalties owed under this Agreement prior to termination), 8, 9, 10, 14 and 19 and Sections 2.9, 2.10, 13.4.2 and 13.6. 13.6.5 Upon the expiration of the Term, or of the Royalty Term for an Exclusive Antigen, SGI shall grant, and shall by this provision be deemed to have granted, to Licensee a royalty-free, perpetual, worldwide, nonexclusive license to use the SGI Technology to make, use, sell, offer for sale and import Licensed Products that bind specifically to the applicable Exclusive Antigen(s), with no further obligation to SGI. 13.6.6 This Agreement or an Exclusive Licenses granted hereunder may be terminated only as provided in and in accordance with the termination provisions of Sections 5.1.3 and 5.1.4 and Article 13 of this Agreement.
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Effect of Expiration and Termination. 13.6.1 In the event that this Agreement is terminated by Licensee pursuant to [***], Licensee shall continue to have all Exclusive Licenses then in effect, subject to its continued payment of the applicable fees, milestone payments and royalties with respect thereto as set forth in Article 6 and subject to the obligations of Article 7.
13.6.2 In the event that an Exclusive License under this Agreement is terminated with respect to one or more countries, and a sublicense has been granted under this Agreement under any such Exclusive License with respect to Licensed Product in any such country, then SGI agrees to grant to each Sublicensee designated by Licensee a direct license to such Sublicensee under the terms and conditions of this Agreement, which license shall be of the same scope sublicensed to such Sublicensee, provided that such Sublicensee: (a) agrees to be bound to SGI under the terms and conditions Except for termination of this Agreement with respect by Metaphore pursuant to Section 5.3 or a partial termination of the Licensed Products as to which the sublicense has been granted; (b) agrees to comply with all provisions of applicable SGI In-Licenses and Licensed Technology Acquisition Agreements; and (c) is not in breach of its sublicense agreement with Licensee.
13.6.3 In the event that a Designated Antigen does not become an Exclusive Antigen: (a) if such Designated Antigen [***], Licensee agrees to grant to SGI a [***] under the Licensee ADC Know-How and Licensee ADC Patents solely with respect to ADCs that specifically bind to such Antigen; and (b) if such Designated Antigen [***], Licensee agrees to [***]. For the avoidance of doubt, (i) Section 13.6.3 shall not necessarily be deemed to grant to SGI any rights in the Licensee Patents or Licensee Know-How, Licensee Inventions, Licensee Invention Patents, or Joint Inventions, beyond the Licensee ADC Patents and Licensee ADC Know How; and (ii) the grant of a license pursuant to Section 13.6.3 [***].
13.6.4 Except where explicitly provided within this Agreement5.2.1, termination of this Agreement for upon any reason, or expiration of this Agreement, will not affect any: (a) obligations, including payment of any fees, milestones, royalties or other sums which have [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. accrued as of the date of termination or expiration, and (b) rights and obligations which, from the context thereof, are intended to survive termination or expiration of this Agreement, including provisions Metaphore shall have an irrevocable, fully paid-up, fully transferable and sublicensable, exclusive, perpetual license under the rights granted to Metaphore pursuant to Section 2.1. Upon a termination of Articles 1, 7 (with respect to royalties owed under this Agreement prior by Metaphore pursuant to termination), 8, 9, 10, 14 Section 5.3. Metaphore and 19 its Sublicensees shall cease all activities covered by any Valid Claims included in the Licensed Intellectual Property and Sections 2.9, 2.10, 13.4.2 and 13.6.
13.6.5 Upon the expiration using any Know-How that constitutes Confidential Information of Pfizer (unless or until such Know-How is covered by any of the Termexceptions set forth in Section 8.2); provided that, or of subject to making royalty payments to Pfizer in accordance with Article 3, Metaphore and its Affiliates and its and their Sublicensees shall be permitted to continue to operate under the Royalty Term for an Exclusive Antigen, SGI shall grant, and shall by this provision be deemed license granted pursuant to have granted, to Licensee a royalty-free, perpetual, worldwide, nonexclusive license to use Section 2.1 under the SGI Technology Licensed Intellectual Property in order to make, have made, use, distribute, promote, market, sell, offer for sale sale, import and import export any [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED License Agreement between Metaphore Pharmaceuticals, Inc. and Pfizer Inc. EXECUTION COPY Licensed Products that bind specifically to in inventory or in production as of the applicable Exclusive Antigen(s), with no further obligation to SGIdate of such termination for a period of twelve (12) months after such termination.
13.6.6 This Agreement or an Exclusive Licenses granted hereunder may be terminated only as provided in and in accordance with the termination provisions of Sections 5.1.3 and 5.1.4 and Article 13 of this Agreement.
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Samples: License Agreement (Activbiotics Inc)
Effect of Expiration and Termination. 13.6.1 In the event that (a) Where this Agreement is terminated due to the termination of the Distribution Agreement for any reason other than termination by Licensee Prometheus pursuant to [***]Sections 10.2, Licensee 10.3, 10.4 or 10.6 thereof, or by Novartis pursuant to Section 10.3 or 10.2 thereof, Novartis will be entitled, at its option, to fill or cancel any Purchase Orders that were submitted by Prometheus, its Affiliates or Sublicensees prior to such termination. If Novartis elects to fill any such Purchase Orders, Novartis shall continue use Commercially Reasonable Efforts to have all Exclusive Licenses then fill any such Purchase Orders. If Novartis elects not to fill any such Purchase Orders, Prometheus shall reimburse Novartis for the costs (including, but not limited to, raw material costs) incurred in effect, subject connection with Purchase Orders that Novartis had started to its continued payment of the applicable fees, milestone payments and royalties with respect thereto as set forth in Article 6 and subject manufacture prior to the obligations expiration or termination of Article 7this Agreement and that are canceled by Novartis pursuant to this Section 6.2(a).
13.6.2 In the event that an Exclusive License under (b) Where this Agreement is terminated with respect due to one the termination of the Distribution Agreement by Prometheus pursuant to Sections 10.2 or more countries10.3, and a sublicense has been granted under this Agreement under Novartis will be entitled, at its option, to fill or cancel any Purchase Orders that were submitted by Prometheus, its Affiliates or Sublicensees prior to such termination; provided that if Novartis elects not to fill any such Exclusive License with respect to Licensed Product in any such countryPurchase Orders, then SGI agrees to grant to each Sublicensee designated by Licensee a direct license to such Sublicensee under the terms and conditions of this Agreement, which license Novartis shall be of liable for the same scope sublicensed costs (including, but not limited to, raw material costs) incurred in connection with Purchase Orders that Novartis had started to such Sublicensee, provided that such Sublicensee: (a) agrees to be bound to SGI under the terms and conditions of this Agreement with respect manufacture prior to the Licensed Products as to which the sublicense has been granted; (b) agrees to comply with all provisions of applicable SGI In-Licenses and Licensed Technology Acquisition Agreements; and (c) is not in breach of its sublicense agreement with Licensee.
13.6.3 In the event that a Designated Antigen does not become an Exclusive Antigen: (a) if such Designated Antigen [***], Licensee agrees to grant to SGI a [***] under the Licensee ADC Know-How and Licensee ADC Patents solely with respect to ADCs that specifically bind to such Antigen; and (b) if such Designated Antigen [***], Licensee agrees to [***]. For the avoidance of doubt, (i) Section 13.6.3 shall not necessarily be deemed to grant to SGI any rights in the Licensee Patents expiration or Licensee Know-How, Licensee Inventions, Licensee Invention Patents, or Joint Inventions, beyond the Licensee ADC Patents and Licensee ADC Know How; and (ii) the grant of a license pursuant to Section 13.6.3 [***].
13.6.4 Except where explicitly provided within this Agreement, termination of this Agreement for any reason, or expiration of and that are canceled by Novartis pursuant to this Agreement, will not affect any: (a) obligations, including payment of any fees, milestones, royalties or other sums which have [Section 6.2(b). ***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. accrued .
(c) Except as provided in Section 10.2(b) of the date of termination or expirationDistribution Agreement (Termination for Novartis’ Catastrophic Breach), and (b) rights and obligations which, from the context thereof, are intended to survive termination or expiration of this AgreementAgreement for any reason will not release either Party from the obligation to pay any sum that may be owing to the other Party (whether then or thereafter due) or operate to discharge any liability or obligation that had been incurred by either Party prior to any such termination.
(d) The following Articles and Sections of this Agreement shall survive any expiration or termination of this Agreement for any reason: Section
1.1 (to the extent necessary to give effect to the Articles and Sections enumerated in this Section 6.2(d)), including provisions of Articles 1, 7 Sections 4.2 and 4.3 (to the extent necessary to finally resolve issues with respect to royalties owed under this Agreement prior to terminationany Rejected Product), 8, 9, 10, 14 and 19 and Sections 2.9, 2.10, 13.4.2 and 13.6.
13.6.5 Upon the expiration of the Term, or of the Royalty Term for an Exclusive Antigen, SGI shall grant, and shall by this provision be deemed to have granted, to Licensee a royalty-free, perpetual, worldwide, nonexclusive license to use the SGI Technology to make, use, sell, offer for sale and import Licensed Products that bind specifically Section 5.4 (to the applicable Exclusive Antigen(s)extent necessary to complete any pending reconciliation) Sections 5.6, with no further obligation to SGI.
13.6.6 This Agreement or an Exclusive Licenses granted hereunder may be terminated only as provided in 5.7, 6.2 and in accordance with the termination provisions of Sections 5.1.3 and 5.1.4 6.3 and Article 13 of this AgreementVII and Article VIII.
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Effect of Expiration and Termination. 13.6.1 In the event that (a) Where this Agreement expires or is terminated (i) due to the termination of the License Agreement for any reason or (ii) pursuant to Section 6.2(a), 6.3(a) or 6.3(b), or Section 6.3(d) where Somaxon is the terminating party, Somaxon will be entitled, at its option, to fill or cancel any Purchase Orders that were submitted by Licensee pursuant or its Affiliates prior to [***]such termination. If Somaxon elects to fill any such Purchase Orders, Somaxon shall use Commercially Reasonable Efforts to fill any such Purchase Orders. If Somaxon elects not to fill any such Purchase Orders, Licensee shall continue be liable to have all Exclusive Licenses then reimburse Somaxon for the actual costs (including raw material costs) incurred in effect, subject connection with Purchase Orders that Somaxon had started to its continued payment of the applicable fees, milestone payments and royalties with respect thereto as set forth in Article 6 and subject manufacture prior to the obligations of Article 7.
13.6.2 In the event that an Exclusive License under this Agreement is terminated with respect to one expiration or more countries, and a sublicense has been granted under this Agreement under any such Exclusive License with respect to Licensed Product in any such country, then SGI agrees to grant to each Sublicensee designated by Licensee a direct license to such Sublicensee under the terms and conditions of this Agreement, which license shall be of the same scope sublicensed to such Sublicensee, provided that such Sublicensee: (a) agrees to be bound to SGI under the terms and conditions of this Agreement with respect to the Licensed Products as to which the sublicense has been granted; (b) agrees to comply with all provisions of applicable SGI In-Licenses and Licensed Technology Acquisition Agreements; and (c) is not in breach of its sublicense agreement with Licensee.
13.6.3 In the event that a Designated Antigen does not become an Exclusive Antigen: (a) if such Designated Antigen [***], Licensee agrees to grant to SGI a [***] under the Licensee ADC Know-How and Licensee ADC Patents solely with respect to ADCs that specifically bind to such Antigen; and (b) if such Designated Antigen [***], Licensee agrees to [***]. For the avoidance of doubt, (i) Section 13.6.3 shall not necessarily be deemed to grant to SGI any rights in the Licensee Patents or Licensee Know-How, Licensee Inventions, Licensee Invention Patents, or Joint Inventions, beyond the Licensee ADC Patents and Licensee ADC Know How; and (ii) the grant of a license pursuant to Section 13.6.3 [***].
13.6.4 Except where explicitly provided within this Agreement, termination of this Agreement for any reason, or expiration of and that are canceled by Somaxon pursuant to this Agreement, will not affect any: (a) obligations, including payment of any fees, milestones, royalties or other sums which have [Section 6.4(a). ***] * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. accrued as .
(b) Where this Agreement is terminated pursuant to Section 6.2, within 90 days of delivery of the termination notice, Somaxon shall provide to Licensee, at Somaxon’s cost and expense, a copy of all items of Somaxon Know-How reasonably necessary to permit Licensee to continue to Manufacture Bulk Product so long as such items are reasonably accessible to Somaxon.
(c) Where this Agreement expires or is terminated, Licensee shall be entitled to use any remaining unsold inventory of the Bulk Product supplied hereunder as permitted under the License Agreement. In the event the License Agreement is also terminated, License shall have one (1) year (the “Sell-Off Period”) to sell off any of Licensee’s remaining unsold inventory of Licensed Product in accordance with Article 13.3.3 (D) of the License Agreement.
(d) Termination of this Agreement shall not relieve the Parties of any liability that accrued hereunder prior to the effective date of termination or expirationhereunder. In addition, and (b) termination of this Agreement shall not preclude either Party from pursuing all rights and obligations which, from the context thereof, are intended to survive termination remedies it may have hereunder or expiration of this Agreement, including provisions of Articles 1, 7 (at Law or in equity with respect to royalties owed under any breach of this Agreement prior nor prejudice either Party’s right to termination)obtain performance of any obligation.
(e) The following Articles and Sections of this Agreement shall survive the expiration or termination of this Agreement for any reason: Sections 4.1 and 6.4, ARTICLE 7 and 8, 9, 10, 14 and 19 and Sections 2.9, 2.10, 13.4.2 and 13.6.
13.6.5 Upon the expiration of the Term, or of the Royalty Term for an Exclusive Antigen, SGI shall grant, and shall by this provision be deemed to have granted, to Licensee a royalty-free, perpetual, worldwide, nonexclusive license to use the SGI Technology to make, use, sell, offer for sale and import Licensed Products that bind specifically ARTICLE 1 to the applicable Exclusive Antigen(s), with no further obligation to SGIextent that any defined terms in ARTICLE 1 are used in the foregoing Sections and Articles.
13.6.6 This Agreement or an Exclusive Licenses granted hereunder may be terminated only as provided in and in accordance with the termination provisions of Sections 5.1.3 and 5.1.4 and Article 13 of this Agreement.
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