Fulfillment and Observance of Certain Obligations Under the DLA. Notwithstanding anything to the contrary herein, King acknowledges and agrees that PTI is subject to certain obligations under the DLA. In the event of any conflict between the terms of (a) this Agreement or the Collaboration Agreement and (b) the DLA, the terms of the DLA (to the extent valid and enforceable) shall govern PTI’s rights and obligations, and the rights and obligations of King hereunder (and under the Collaboration Agreement) are, and shall be, in all respects subject to the limitations placed on the rights granted to PTI under the DLA. In furtherance of the grant of rights set forth in this Section 2, PTI acknowledges that it is responsible for the fulfillment of its obligations under the DLA, except to the extent King has agreed to assume any such obligations pursuant to Sections 5 and 6 hereof or under the Collaboration Agreement. King hereby agrees to use commercially reasonable efforts to abide by the provisions of the DLA to the extent same are applicable to sublicensees, andto use commercially reasonable efforts to fulfill King’s obligations hereunder, and under the Collaboration Agreement, to Market and conduct Product Development (and, in the case of King’s exercise of its rights under Section 3.4.6 of the Collaboration Agreement, Development with respect to Remoxy). Additionally King agrees to use commercially reasonable efforts to fulfill King’s obligations under this Agreement and the Collaboration Agreement in a manner so as to enable PTI to remain in full compliance with PTI’s obligations under the DLA, to the extent King is obligated to do so under this Agreement or under the Collaboration Agreement. King shall not knowingly cause PTI to be in breach of or under the DLA. PTI shall not amend, terminate or cause to be terminated the DLA, if such amendment or termination would alter the rights or obligations of King under this Agreement or the Collaboration Agreement (it being expressly understood and agreed that any modification to any of the financial provisions of the DLA shall be deemed to alter the rights or obligations of King under this Agreement), without the prior written consent of King, not to be unreasonably withheld. PTI shall have the right to amend the DLA without the consent of King if, and only if, such amendment does not in any way alter the rights or obligations of King hereunder or under the Collaboration Agreement; provided, however, that if any such amendment of the DLA results in a financial benefit to PTI or a reduction in financial obligations of PTI to Durect, then PTI and King shall negotiate in good faith sharing such benefit or reduction with King. Similarly, PTI shall not exercise or fail to exercise any of PTI’s material rights or obligations under the DLA to the extent such exercise or failure to exercise would alter the rights or obligations of King under this Agreement or the Collaboration Agreement, without the prior written consent of King, not to be unreasonably withheld. At the reasonable request of King, PTI shall exercise such rights and make such requests with respect to Products as are permitted under the DLA, and PTI hereby agrees to permit one designee of King to participate in all regularly scheduled meetings and, to the extent practicable, all unscheduled material meetings and telephone discussions, of the Joint Development Team (as such term is defined in the DLA). PTI will use commercially reasonable efforts to comply with all obligations and duties under the DLA including any provisions necessary to maintain in effect any rights sublicensed to King hereunder and the exclusive nature of such rights, including the preservation of King’s rights hereunder in the event that PTI shall breach or default on its obligations under the DLA. If PTI should at any time breach or default on the DLA or become unable to timely perform its obligations thereunder, or receive notice that it may be, is or is deemed to be in breach or default of the DLA or has otherwise given rise to a right on Durect’s part to terminate PTI’s license in whole or in part, PTI shall immediately notify King, and King shall be permitted to cure such breach or default, in accordance with the terms and conditions of the DLA or otherwise resolve such breach or default directly with Durect; provided that such cure or resolution shall not diminish the rights of PTI under the DLA. If the DLA should terminate or expire for any reason other than termination as a consequence of King’s breach or default of its obligations under this Agreement or the Collaboration Agreement, then King’s sublicensed rights thereunder shall continue in full force and effect provided that King promptly agrees in writing to be bound by the applicable terms and conditions of the DLA, and PTI shall take whatever reasonable steps and perform whatever reasonable acts are reasonably necessary or helpful to ensure that King’s sublicense continues, mutatis mutandis, in full force and effect.
Appears in 1 contract
Fulfillment and Observance of Certain Obligations Under the DLA. Notwithstanding anything to the contrary herein, King acknowledges and agrees that PTI is subject to certain obligations under the DLA. In the event of any conflict between the terms of (a) this Agreement or the Collaboration Agreement and (b) the DLA, the terms of the DLA (to the extent valid and enforceable) shall govern PTI’s 's rights and obligations, and the rights and obligations of King hereunder (and under the Collaboration Agreement) are, and shall be, in all respects subject to the limitations placed on the rights granted to PTI under the DLA. In furtherance of the grant of rights set forth in this Section 2, PTI acknowledges that it is responsible for the fulfillment of its obligations under the DLA, except to the extent King has agreed to assume any such obligations pursuant to Sections 5 and 6 hereof or under the Collaboration Agreement. King hereby agrees to use commercially reasonable efforts to abide by the provisions of the DLA to the extent same are applicable to sublicensees, andto and to use commercially reasonable efforts to fulfill King’s 's obligations hereunder, and under the Collaboration Agreement, to Market and conduct Product Development (and, in the case of King’s 's exercise of its rights under Section 3.4.6 of the Collaboration Agreement, Development with respect to Remoxy). Additionally King agrees to use commercially reasonable efforts to fulfill King’s 's obligations under this Agreement and the Collaboration Agreement in a manner so as to enable PTI to remain in full compliance with PTI’s 's obligations under the DLA, to the extent King is obligated to do so under this Agreement or under the Collaboration Agreement. King shall not knowingly cause PTI to be in breach of or under the DLA. PTI shall not amend, terminate or cause to be terminated the DLA, if such amendment or termination would alter the rights or obligations of King under this Agreement or the Collaboration Agreement (it being expressly understood and agreed that any modification to any of the financial provisions of the DLA shall be deemed to alter the rights or obligations of King under this Agreement), without the prior written consent of King, not to be unreasonably withheld[***]. PTI shall have the right to amend the DLA without the consent of King if, and only if, such amendment does not in any way alter the rights or obligations of King hereunder or under the Collaboration Agreement; provided, however, that if any such amendment of the DLA results in a financial benefit to PTI or a reduction in financial obligations of PTI to Durect, then PTI and King shall negotiate in good faith sharing such benefit or reduction with King[***]. Similarly, PTI shall not exercise or fail to exercise any of PTI’s 's material rights or obligations under the DLA to the extent such exercise or failure to exercise would alter the rights or obligations of King under this Agreement or the Collaboration Agreement, without the prior written consent of King, not to be unreasonably withheld. At the reasonable request of King, PTI shall exercise such rights and make such requests with respect to Products as are permitted under the DLA, and PTI hereby agrees to permit one designee of King to participate in all regularly scheduled meetings and, to the extent practicable, all unscheduled material meetings and telephone discussions, of the Joint Development Team (as such term is defined in the DLA). PTI will use commercially reasonable efforts to comply with all obligations and duties under the DLA including any provisions PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. necessary to maintain in effect any rights sublicensed to King hereunder and the exclusive nature of such rights, including the preservation of King’s 's rights hereunder in the event that PTI shall breach or default on its obligations under the DLA. If PTI should at any time breach or default on the DLA or become unable to timely perform its obligations thereunder, or receive notice that it may be, is or is deemed to be in breach or default of the DLA or has otherwise given rise to a right on Durect’s part to terminate PTI’s license in whole or in part[***], PTI shall immediately notify King, and King shall be permitted to cure such breach or default, in accordance with the terms and conditions of the DLA or otherwise resolve such breach or default directly with Durect; provided that such cure or resolution shall not diminish the rights of PTI under the DLA[***]. If the DLA should terminate or expire for any reason other than termination as a consequence of King’s 's breach or default of its obligations under this Agreement or the Collaboration Agreement, then King’s 's sublicensed rights thereunder shall continue in full force and effect provided that King promptly agrees in writing to be bound by the applicable terms and conditions of the DLA, and PTI shall take whatever reasonable steps and perform whatever reasonable acts are reasonably necessary or helpful to ensure that King’s 's sublicense continues, mutatis mutandis, in full force and effect.
Appears in 1 contract
Fulfillment and Observance of Certain Obligations Under the DLA. Notwithstanding anything to the contrary herein, King acknowledges and agrees that PTI is subject to certain obligations under the DLA. In the event of any conflict between the terms of (a) this Agreement or the Collaboration Agreement and (b) the DLA, the terms of the DLA (to the extent valid and enforceable) shall govern PTI’s rights and obligations, and the rights and obligations of King hereunder (and under the Collaboration Agreement) are, and shall be, in all respects subject to the limitations placed on the rights granted to PTI under the DLA. In furtherance of the grant of rights set forth in this Section 2, PTI acknowledges that it is responsible for the fulfillment of its obligations under the DLA, except to the extent King has agreed to assume any such obligations pursuant to Sections 5 and 6 hereof or under the Collaboration Agreement. King hereby agrees to use commercially reasonable efforts to abide by the provisions of the DLA to the extent same are applicable to sublicensees, andto and to use commercially reasonable efforts to fulfill King’s obligations hereunder, and under the Collaboration Agreement, to Market and conduct Product Development (and, in the case of King’s exercise of its rights under Section 3.4.6 of the Collaboration Agreement, Development with respect to Remoxy). Additionally King agrees to use commercially reasonable efforts to fulfill King’s obligations under this Agreement and the Collaboration Agreement in a manner so as to enable PTI to remain in full compliance with PTI’s obligations under the DLA, to the extent King is obligated to do so under this Agreement or under the Collaboration Agreement. King shall not knowingly cause PTI to be in breach of or under the DLA. PTI shall not amend, terminate or cause to be terminated the DLA, if such amendment or termination would alter the rights or obligations of King under this Agreement or the Collaboration Agreement (it being expressly understood and agreed that any modification to any of the financial provisions of the DLA shall be deemed to alter the rights or obligations of King under this Agreement), without the prior written consent of King, not to be unreasonably withheld[***]. PTI shall have the right to amend the DLA without the consent of King if, and only if, such amendment does not in any way alter the rights or obligations of King hereunder or under the Collaboration Agreement; provided, however, that if any such amendment of the DLA results in a financial benefit to PTI or a reduction in financial obligations of PTI to Durect, then PTI and King shall negotiate in good faith sharing such benefit or reduction with King[***]. Similarly, PTI shall not exercise or fail to exercise any of PTI’s material rights or obligations under the DLA to the extent such exercise or failure to exercise would alter the rights or obligations of King under this Agreement or the Collaboration Agreement, without the prior written consent of King, not to be unreasonably withheld. At the reasonable request of King, PTI shall exercise such rights and make such requests with respect to Products as are permitted under the DLA, and PTI hereby agrees to permit one designee of King to participate in all regularly scheduled meetings and, to the extent practicable, all unscheduled material meetings and telephone discussions, of the Joint Development Team (as such term is defined in the DLA). PTI will use commercially reasonable efforts to comply with all obligations and duties under the DLA including any provisions necessary to maintain in effect any rights sublicensed to King hereunder and the exclusive nature of such rights, including the preservation of King’s rights hereunder in the event that PTI shall breach or default on its obligations under the DLA. If PTI should at any time breach or default on the DLA or become unable to timely perform its obligations thereunder, or receive notice that it may be, is or is deemed to be in breach or default of the DLA or has otherwise given rise to a right on Durect’s part to terminate PTI’s license in whole or in part[***], PTI shall immediately notify King, and King shall be permitted to cure such breach or default, in accordance with the terms and conditions of the DLA or otherwise resolve such breach or default directly with Durect; provided that such cure or resolution shall not diminish the rights of PTI under the DLA[***]. If the DLA should terminate or expire for any reason other than termination as a consequence of King’s breach or default of its obligations under this Agreement or the Collaboration Agreement, then King’s sublicensed rights thereunder shall continue in full force and effect provided that King promptly agrees in writing to be bound by the applicable terms and conditions of the DLA, and PTI shall take whatever reasonable steps and perform whatever reasonable acts are reasonably necessary or helpful to ensure that King’s sublicense continues, mutatis mutandis, in full force and effect.. *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. ***
Appears in 1 contract
Fulfillment and Observance of Certain Obligations Under the DLA. Notwithstanding anything to the contrary herein, King acknowledges and agrees that PTI is subject to certain obligations under the DLA. In the event of any conflict between the terms of (a) this Agreement or the Collaboration Agreement and (b) the DLA, the terms of the DLA (to the extent valid and enforceable) shall govern PTI’s rights and obligations, and the rights and obligations of King hereunder (and under the Collaboration Agreement) are, and shall be, in all respects subject to the limitations placed on the rights granted to PTI under the DLA. In furtherance of the grant of rights set forth in this Section 2, PTI acknowledges that it is responsible for the fulfillment of its obligations under the DLA, except to the extent King has agreed to assume any such obligations pursuant to Sections 5 and 6 hereof or under the Collaboration Agreement. King hereby agrees to use commercially reasonable efforts to abide by the provisions of the DLA to the extent same are applicable to sublicensees, andto and to use commercially reasonable efforts to fulfill King’s obligations hereunder, and under the Collaboration Agreement, to Market and conduct Product Development (and, in the case of King’s exercise of its rights under Section 3.4.6 of the Collaboration Agreement, Development with respect to Remoxy). Additionally King agrees to use commercially reasonable efforts to fulfill King’s obligations under this Agreement and the Collaboration Agreement in a manner so as to enable PTI to remain in full compliance with PTI’s obligations under the DLA, to the extent King is obligated to do so under this Agreement or under the Collaboration Agreement. King shall not knowingly cause PTI to be in breach of or under the DLA. PTI shall not amend, terminate or cause to be terminated the DLA, if such amendment or termination would alter the rights or obligations of King under this Agreement or the Collaboration Agreement (it being expressly understood and agreed that any modification to any of the financial provisions of the DLA shall be deemed to alter the rights or obligations of King under this Agreement), without the prior written consent of King, not to be unreasonably withheld[***]. PTI shall have the right to amend the DLA without the consent of King if, and only if, such amendment does not in any way alter the rights or obligations of King hereunder or under the Collaboration Agreement; provided, however, that if any such amendment of the DLA results in a financial benefit to PTI or a reduction in financial obligations of PTI to Durect, then PTI and King shall negotiate in good faith sharing such benefit or reduction with King[***]. Similarly, PTI shall not exercise or fail to exercise any of PTI’s material rights or obligations under the DLA to the extent such exercise or failure to exercise would alter the rights or obligations of King under this Agreement or the Collaboration Agreement, without the prior written consent of King, not to be unreasonably withheld. At the reasonable request of King, PTI shall exercise such rights and make such requests with respect to Products as are permitted under the DLA, and PTI hereby agrees to permit one designee of King to participate in all regularly scheduled meetings and, to the extent practicable, all unscheduled material meetings and telephone discussions, of the Joint Development Team (as such term is defined in the DLA). PTI will use commercially reasonable efforts to comply with all obligations and duties under the DLA including any provisions *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. *** necessary to maintain in effect any rights sublicensed to King hereunder and the exclusive nature of such rights, including the preservation of King’s rights hereunder in the event that PTI shall breach or default on its obligations under the DLA. If PTI should at any time breach or default on the DLA or become unable to timely perform its obligations thereunder, or receive notice that it may be, is or is deemed to be in breach or default of the DLA or has otherwise given rise to a right on Durect’s part to terminate PTI’s license in whole or in part[***], PTI shall immediately notify King, and King shall be permitted to cure such breach or default, in accordance with the terms and conditions of the DLA or otherwise resolve such breach or default directly with Durect; provided that such cure or resolution shall not diminish the rights of PTI under the DLA[***]. If the DLA should terminate or expire for any reason other than termination as a consequence of King’s breach or default of its obligations under this Agreement or the Collaboration Agreement, then King’s sublicensed rights thereunder shall continue in full force and effect provided that King promptly agrees in writing to be bound by the applicable terms and conditions of the DLA, and PTI shall take whatever reasonable steps and perform whatever reasonable acts are reasonably necessary or helpful to ensure that King’s sublicense continues, mutatis mutandis, in full force and effect.
Appears in 1 contract
