Common use of Existing In-License Agreements Clause in Contracts

Existing In-License Agreements. The licenses granted by AbbVie in Section 3.1 include sublicenses under the applicable license rights granted to AbbVie or its Affiliates by Third Parties under the Existing In-License Agreements, subject to this Section 3.4.2. Any sublicense with respect to Information or intellectual property rights of a Third Party hereunder, and any right of Receptos (if any) to grant a further sublicense thereunder, shall be subject and subordinate to the terms and conditions of the Existing In-License Agreement under which such sublicense is granted, and shall be effective solely to the extent permitted under the terms of such agreement. Without limitation of the foregoing, in the event and to the extent that any Existing In-License Agreement (i) contains terms and conditions that provide to AbbVie the right to grant (sub)licenses (A) for a field of use that is narrower in any respect than the Lead Indication, (B) for a territory that is narrower in any respect than the Territory, or (C) with respect to a compound or product, the definition of which is more limited than the Licensed Compound or Licensed Product, the sublicenses granted by AbbVie to Receptos under such license shall be deemed to permit Receptos to exercise such sublicense only with respect to such more limited compound or product, or such narrower field or territory, as applicable, each as defined in the applicable Existing In-License Agreement (and, for clarity, in no event shall the scope of any definition or terms under the Existing In-License Agreement expand the Licensed Compound, Lead Indication or other definition or term hereunder), or (ii) requires that particular terms or conditions of such agreement be contained or incorporated in any agreement granting a sublicense thereunder, such terms and conditions are hereby deemed to be incorporated herein by reference and made applicable to the sublicense granted herein under such Existing In-License Agreement. During the Term, neither AbbVie nor its Affiliates shall (x) amend, assign or terminate any Existing In-License Agreement in a manner that has an adverse effect on the rights or interest of Receptos pursuant to this Agreement (including any amendment, assignment or termination that affects the coverage of any AbbVie Patent as it relates to any Licensed Product) without the prior written consent of Receptos or (y) breach any Existing In-License Agreement, or otherwise perform or fail to perform any action or obligation, which would allow any other party to terminate any Existing In-License Agreement. Notwithstanding anything to the contrary, *** Sufficiently in advance of any payments due pursuant to the ***, the Parties shall work together to avoid any overpayments by Receptos pursuant to the aforementioned sentence.

Existing In-License Agreements. The licenses granted by AbbVie in Section 3.1 5.1 include sublicenses under the applicable license rights granted to AbbVie or its Affiliates by Third Parties under the Existing In-License Agreements, subject to this Section 3.4.2. Any sublicense with respect to Information or intellectual property rights of a Third Party hereunder, and any right of Receptos (if any) to grant a further sublicense thereunder, shall be subject and subordinate to the terms and conditions of the Existing In-License Agreement under which such sublicense is granted, and shall be effective solely to the extent permitted under the terms of such agreement. Without limitation of the foregoing, in the event and to the extent that any Existing In-License Agreement (i) contains terms and conditions that provide to AbbVie the right to grant (sub)licenses (A) for a field of use that is narrower in any respect than the Lead IndicationField, (B) for a territory that is narrower in any respect than the Territory, or (C) with respect to a compound or product, the definition of which is more limited than the Licensed a License Compound or Licensed Product, the sublicenses granted by AbbVie to Receptos under such license shall be deemed to permit Receptos to exercise such sublicense only with respect to such more limited compound or product, or such narrower field or territory, as applicable, each as defined in the applicable Existing In-License Agreement (and, for clarity, in no event shall the scope of any definition or terms under the Existing In-License Agreement expand the Licensed Compound, Lead Indication Products or other definition or term Field hereunder), or (ii) requires that particular terms or conditions of such agreement be contained or incorporated in any agreement granting a sublicense thereunder, such terms and conditions are hereby deemed to be incorporated herein by reference and made applicable to the sublicense granted herein under such Existing In-License Agreement. During the Termterm of the Collaboration Agreement, neither AbbVie nor its Affiliates shall (x) amend, assign or terminate any Existing In-License Agreement in a manner that has an adverse effect on the rights or interest of Receptos pursuant to this Agreement (including any amendment, assignment or termination that affects the coverage of any AbbVie Patent as it relates to any Licensed Product) without the prior written consent of Receptos or (y) breach any Existing In-License Agreement, or otherwise perform or fail to perform any action or obligation, which would allow any other party to terminate any Existing In-License Agreement. Notwithstanding anything to the contrary, *** Sufficiently in advance of any payments due pursuant to the ***, the Parties shall work together to avoid any overpayments by Receptos pursuant to the aforementioned sentence.

Existing In-License Agreements. The licenses granted by AbbVie in Section 3.1 4.1 include sublicenses under the applicable license rights granted to AbbVie or its Affiliates by Third Parties under the Existing In-License Agreements, subject to this Section 3.4.2. Any sublicense with respect to Information or intellectual property rights of a Third Party hereunder, and any right of Receptos (if any) to grant a further sublicense thereunder, shall be subject and subordinate to the terms and conditions of the Existing In-License Agreement under which such sublicense is granted, and shall be effective solely to the extent permitted under the terms of such agreement. Without limitation of the foregoing, in the event and to the extent that any Existing In-License Agreement (i) contains terms and conditions that provide to AbbVie the right to grant (sub)licenses (A) for a field of use that is narrower in any respect than the Lead IndicationField, (B) for a territory that is narrower in any respect than the Territory, or (C) with respect to a compound or product, the definition of which is more limited than the a Licensed Compound or Licensed Product, the sublicenses granted by AbbVie to Receptos under such license shall be deemed to permit Receptos to exercise such sublicense only with respect to such more limited compound or product, or such narrower field or territory, as applicable, each as defined in the applicable Existing In-License Agreement (and, for clarity, in no event shall the scope of any definition or terms under the Existing In-License Agreement expand the Licensed Compound, Lead Indication Products or other definition or term Field hereunder), or (ii) requires that particular terms or conditions of such agreement be contained or incorporated in any agreement granting a sublicense thereunder, such terms and conditions are hereby deemed to be incorporated herein by reference and made applicable to the sublicense granted herein under such Existing In-License Agreement. During the Termterm of the Exclusive License Agreement, neither AbbVie nor its Affiliates shall (x) amend, assign or terminate any Existing In-License Agreement in a manner that has an adverse effect on the rights or interest of Receptos pursuant to this Agreement (including any amendment, assignment or termination that affects the coverage of any AbbVie Patent as it relates to any Licensed Product) without the prior written consent of Receptos or (y) breach any Existing In-License Agreement, or otherwise perform or fail to perform any action or obligation, which would allow any other party to terminate any Existing In-License Agreement. Notwithstanding *** Confidential material redacted and filed separately with the Commission. anything to the contrary, *** Sufficiently in advance of any payments due pursuant to the ***Humanization Agreement, the Parties shall work together to avoid any overpayments by Receptos pursuant to the aforementioned sentence.

Existing In-License Agreements. The licenses granted by AbbVie (a) Medarex will devote commercially reasonable efforts to maintain in Section 3.1 include sublicenses full force and effect and to fully perform its obligations under the applicable license rights granted Existing In-License Agreements and to AbbVie keep BMS fully informed of any material development pertaining thereto; provided, however, that the foregoing shall not create or imply any obligation on the part of Medarex to cure any breach by BMS or any of its Affiliates by Third Parties or sublicensees of any of their obligations under this Agreement or an Existing In-License Agreement. Medarex shall, and shall cause its Affiliates to: (a) faithfully and timely perform and discharge its and their obligations under the Existing In-License Agreements, subject to this Section 3.4.2. Any sublicense with respect to Information or intellectual property rights of a Third Party hereunder, and any right of Receptos (if anyb) to grant a further sublicense thereunder, shall be subject and subordinate to the terms and conditions of the Existing In-License Agreement under which such sublicense is granted, and shall be effective solely to the extent permitted under the terms of such agreement. Without limitation of the foregoingwithin Medarex’s or its Affiliates’, in the event and to the extent that any Existing In-License Agreement (i) contains terms and conditions that provide to AbbVie the right to grant (sub)licenses (A) for a field of use that is narrower in any respect than the Lead Indicationreasonable control, (B) for a territory that is narrower in any respect than the Territory, or (C) with respect to a compound or product, the definition of which is more limited than the Licensed Compound or Licensed Product, the sublicenses granted by AbbVie to Receptos under such license shall be deemed to permit Receptos to exercise such sublicense only with respect to such more limited compound or product, or such narrower field or territory, as applicable, each as defined in the applicable Existing In-License Agreement (and, for clarity, in no event shall the scope of any definition or terms under the Existing In-License Agreement expand the Licensed Compound, Lead Indication or other definition or term hereunder), or (ii) requires that particular terms or conditions of such agreement be contained or incorporated in any agreement granting a sublicense thereunder, such terms and conditions are hereby deemed to be incorporated herein by reference and made applicable to the sublicense granted herein under such Existing In-License Agreement. During the Term, neither AbbVie nor its Affiliates shall (x) amend, assign or terminate any Existing In-License Agreement in a manner that has an adverse effect on the rights or interest of Receptos pursuant to this Agreement (including any amendment, assignment or termination that affects the coverage of any AbbVie Patent as it relates to any Licensed Product) without the prior written consent of Receptos or (y) breach any Existing In-License Agreement, or otherwise perform or fail to perform not take any action or obligation, which would allow any other party event to occur that would give any Third Party licensor or sublicensor the right to terminate any Existing In-License Agreement, and (c) not exercise any right to itself terminate the Existing In-License Agreement. Notwithstanding anything Medarex shall not, without the prior written consent of BMS, not to be unreasonably withheld or delayed, (i) amend or modify any Existing In-License Agreement or (ii) make any election or exercise any right or option to terminate in whole or in part any Existing In-License Agreement if such amendment, modification, election or exercise would adversely affect BMS’ rights or benefits (or BMS’ ability to exercise such rights or benefits) under this Agreement, or impose or alter any obligation or burden of BMS under this Agreement. Medarex agrees that if any such Third Party licensor or sublicensor seeks relief under any bankruptcy, reorganization, insolvency or similar laws, Medarex shall act in good faith to take all reasonably necessary action to preserve the contrarysublicense rights granted to BMS hereunder including seeking to preserve Medarex’s and BMS’ rights under Section 365(n) of the U.S. Bankruptcy Code, *** Sufficiently in advance of any payments due pursuant to the ***, the Parties shall work together to avoid any overpayments by Receptos pursuant to the aforementioned sentence11 U.S.C. section 101 through 1330 et seq.