Common use of Existing In-License Agreements Clause in Contracts

Existing In-License Agreements. The licenses granted by AbbVie in Section 4.1 include sublicenses under the applicable license rights granted to AbbVie or its Affiliates by Third Parties under the Existing In-License Agreements. 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 Field, (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 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 Products or 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 term 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 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 in Section 4.1 5.1 include sublicenses under the applicable license rights granted to AbbVie or its Affiliates by Third Parties under the Existing In-License Agreements. 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 Field, (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 a Licensed 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 Products or 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 term of the Exclusive License 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 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 in Section 4.1 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 FieldLead 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 a 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 Products Compound, Lead Indication or Field 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 of the Exclusive License AgreementTerm, 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 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 4.1 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. 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 Fieldreasonable 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 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 Products or 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 term 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 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 11 U.S.C. section 101 through 1330 et seq. (b) In the event that the Development, manufacture, Commercialization, use or other exploitation of any payments due pursuant to Product under this Agreement triggers a Third Party Payment under the Humanization MRC Agreement, the Parties Genentech Agreement, or the Gilead/UC Agreements, [*****]† of any such Third Party Payments made by [*****] after the Execution Date; provided that Medarex shall work together be solely responsible for all payments, equity and other consideration due Gilead with respect to avoid Medarex’s buyout of its royalty obligation due Gilead (but not the University of California) under the Medarex-NeXstar agreement (which agreement comprises part of the Gilead/UC Agreements) without contribution or reimbursement from BMS, and such payments, equity or other consideration paid by Medarex shall not be included in Development Costs or Allowable Expenses. Any such Third Party Payments [*****] made with respect to any overpayments such Products: (i) in the case of any Third Party Milestone Payments, shall be included in the Development Costs for such Product and shall be borne [*****] by Receptos pursuant BMS and [*****] by Medarex; (ii) in the case of any Third Party Royalties triggered by Commercialization of a Co-Promotion Product in the United States, shall be included in the Allowable Expenses for such Product; and (iii) in the case of any Third Party Royalties triggered † [*****] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. by (A) Commercialization of a Non-Co-Promoted Product (other than MDX-1379) in the United States or (B) by the Commercialization of any Product in the Royalty Territory shall, in each case (A) and (B), be excluded from Development Costs and Allowable Expenses and reduce any royalties payable by BMS to Medarex under Section 6.6 on Net Sales of Products in the United States or the Royalty Territory by [*****]† of the Third Party Payments made by BMS (whether directly to such Third Party or by reason of reimbursement of Medarex payments to such Third Party). Any such amounts to be reimbursed by BMS to Medarex shall be paid by BMS to Medarex within thirty (30) days after the achievement of the milestone event that gives rise to the aforementioned sentenceThird Party Milestone Payment or within thirty (30) days after the end of the Quarter in which the sales occur that give rise to the Third Party Royalty Payment, as applicable, or such earlier date as may be necessary to ensure that Medarex has received from BMS the required payment at least five (5) Business Days prior to the date on which Medarex owes the corresponding payment to the Third Party. In the event that BMS cannot effect the entire reduction in a given Quarter because there are insufficient Net Sales of a Product in a particular Quarter to allow for a full deduction based on any Third Party Payments (other than Third Party Royalties) required to be made in a Quarter, then BMS shall be entitled to carry the unused portion of such reduction forward to subsequent Quarters. The Third Party Payments made by Medarex prior to the Execution Date as Previously Disclosed shall be borne [*****] by BMS and [*****] by Medarex and shall not be included in Development Costs or Allowable Expenses. Notwithstanding the foregoing, BMS shall be [*****] responsible for any Third Party Payments arising under or in connection with any sublicenses under any Existing In-License Agreement in the Royalty Territory or with respect to Non-Co-Promoted Products in the United States.