Common use of In-Licenses Clause in Contracts

In-Licenses. (a) Seller shall act in a commercially reasonable manner with respect to its obligations under each of the In-Licenses and shall not take any action or forego any action that would reasonably be expected to constitute a material breach thereof. Promptly, and in any event within ***, after receipt of any written notice from a counterparty to such In-License or its Affiliates of an alleged material breach under any In-License, Seller shall give notice thereof to the Purchaser, including delivering the Purchaser a copy of such written notice. To the extent commercially reasonable, Seller shall undertake efforts to cure any material breaches by it under any In-License and shall give written notice to the Purchaser upon curing any such breach. Promptly, and in any event within *** following Seller’s notice to a counterparty to any material In-License of an alleged material breach under such In-License, Seller shall give notice thereof to the Purchaser, including delivering the Purchaser a copy of such written notice. Notwithstanding the foregoing, Seller may terminate any In-License other than the Xxxxxxxx Agreement that, in Seller’s reasonable discretion, is no longer necessary or useful for the development, manufacture, sale or commercialization of Product. (b) Seller shall promptly (and in any event within ***) provide the Purchaser with (i) executed copies of each new material In-License, (ii) executed copies of each material amendment, supplement, modification or waiver of any provision of an In-License and (iii) copies of all material reports, documents, and other materials provided by the counterparty to each In-License to Seller to the extent that the foregoing relate to Net Sales of Product. (c) Seller shall provide Purchaser with written notice following any counterparty’s material breach of its obligations under any material In-License. (d) Seller shall provide the Purchaser with written notice following the termination of any material In-License.

In-Licenses. (a) Promptly (and in any event within [ * ] Business Days), the Seller shall act provide the Buyer with (i) true, correct and complete copies of each In-License executed after the date hereof, and (ii) true, correct and complete copies of each material amendment, supplement, modification to, or written waiver under, any In-License. All materials delivered by the Seller to the Buyer pursuant to this Section 5.8(a) shall be the Confidential Information of Seller and subject to the obligations of confidentiality set forth in Article 8. The Seller may redact or otherwise exclude from any of the foregoing (x) any information, the redaction or exclusion of which is reasonably required to comply with applicable laws (including those related to patient information and privacy laws) and (y) any information that does not relate to the Revenue Participation Right, the Patent Rights or the Product, to the extent required by any obligations of confidentiality to any Third Party; provided that the Seller shall provide to the Buyer a commercially reasonable manner summary of any information that is redacted to the extent permitted by such obligation. (b) The Seller shall use Specified Efforts to comply in all material respects with respect to its obligations under each of the any material In-Licenses it enters into and shall not intentionally take any action or forego any action that would reasonably be expected to constitute result in a material breach thereof. Promptly, and in any event within ***[ * ] Business Days, after receipt of any (written or oral) notice from a counterparty to such any material In-License or its Affiliates of an alleged material breach under any In-License, the Seller shall give notice thereof to provide the Purchaser, including delivering the Purchaser Buyer a copy of such written noticethereof. To the extent commercially reasonable, The Seller shall undertake efforts use Specified Efforts to cure any material breaches by it under any In-material In- License and shall give written notice to the Purchaser Buyer upon curing any such breach. Promptly, and in any event within *** following Seller’s notice to a counterparty to any material In-License of an alleged material breach under such In-License, Seller shall give notice thereof to the Purchaser, including delivering the Purchaser a copy of such written notice. Notwithstanding the foregoing, Seller may terminate any In-License other than the Xxxxxxxx Agreement that, in Seller’s reasonable discretion, is no longer necessary or useful for the development, manufacture, sale or commercialization of Product. (b) Seller shall promptly (and in any event within ***) provide the Purchaser with (i) executed copies of each new material In-License, (ii) executed copies of each material amendment, supplement, modification or waiver of any provision of an In-License and (iii) copies of all material reports, documents, and other materials provided by the counterparty to each In-License to Seller to the extent that the foregoing relate to Net Sales of Product. (c) The Seller shall provide Purchaser with the Buyer prompt written notice following within [ * ] Business Days of any counterpartyparty’s material breach of its obligations under any material In-License. (d) License of which any of the individuals named in the definition of “Knowledge of the Seller” becomes aware, to the extent such material breach is directly related to the Buyer’s rights or Seller’s obligations to Buyer under this Agreement. The Seller shall provide the Purchaser with written notice following the termination of not amend or modify in any material respect, terminate, or assign any In-LicenseLicense which amendment, modification, termination or assignment would reasonably be expected to have a Material Adverse Effect without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

In-Licenses. (a) The Seller shall act [**] provide the Buyer with (i) executed copies of any In-License entered into by the Seller or its Affiliates after the date hereof, and (ii) executed copies of each material amendment, supplement, modification or written waiver consummated after the date hereof of any provision of any In-License; in a commercially reasonable manner each case of clauses (i) and (ii), to the extent complete and unredacted copies of such In-Licenses, amendments supplements, modifications or written waivers are not publicly filed by the Seller, and subject to any confidentiality restrictions applicable to Seller or its Affiliates under the applicable Existing In-License. (b) The Seller shall use Commercially Reasonable Efforts to comply in all material respects with respect to its obligations under each of the any In-Licenses it enters into and shall use Commercially Reasonable Efforts to not take any action or forego any action that would reasonably be expected to constitute result in a material breach thereof. Promptly, and in any event within [***, ] after receipt of any (written or oral) notice from a counterparty to such any In-License or its Affiliates of an alleged material breach under any In-License, the Seller shall give notice thereof to provide the Purchaser, including delivering the Purchaser Buyer a copy of such written noticethereof, subject to confidentiality restrictions under the applicable In-License. To the extent commercially reasonable, The Seller shall undertake efforts use its Commercially Reasonable Efforts to cure any material breaches by it under any In-License and shall give written notice to the Purchaser Buyer upon curing any such breach. Promptly, and in any event within *** following Seller’s notice to a counterparty to any material In-License of an alleged material breach under such In-License, Seller shall give notice thereof to the Purchaser, including delivering the Purchaser a copy of such written notice. Notwithstanding the foregoing, Seller may terminate any In-License other than the Xxxxxxxx Agreement that, in Seller’s reasonable discretion, is no longer necessary or useful for the development, manufacture, sale or commercialization of Product. (b) Seller shall promptly (and in any event within ***) provide the Purchaser with (i) executed copies of each new material In-License, (ii) executed copies of each material amendment, supplement, modification or waiver of any provision of an In-License and (iii) copies of all material reports, documents, and other materials provided by the counterparty to each In-License to Seller to the extent that the foregoing relate to Net Sales of Product. (c) The Seller shall provide Purchaser the Buyer with written notice following any becoming aware of a counterparty’s material breach of its obligations under any material In-License. (d) . The Seller shall not terminate any In-License without providing the Buyer prior written notice. [**] following the Seller’s notice to a counterparty to any In-License of an alleged breach by such counterparty under any such In-License, the Seller shall provide the Purchaser with written notice following the termination of any material In-LicenseBuyer a copy thereof.

In-Licenses. (a) Cibus shall provide the Seller Representative with copies of all written notices or correspondence to any counterparty to an In-License relating to, or involving, RTDS or the RTDS Rights and that could reasonably be expected to adversely affect the Warrant Purchase Consideration in any material respect promptly, and in any event within five (5) Business Days following Cibus’ (or its Affiliate’s) delivery of such notice or correspondence. Promptly, and in any event within five (5) Business Days, following the receipt by Cibus or any of its Affiliates of any report, notice or correspondence under any In-License that could reasonably be expected to adversely affect the Warrant Purchase Consideration in any material respect, Cibus shall act furnish a copy of such notice or correspondence to the Seller Representative. (b) Promptly, and in any event within five (5) Business Days, following receipt by Xxxxx of a fully executed amendment, supplement, modification or waiver (a “Modification”) to any In-License, Cibus shall furnish a copy of such Modification to the Seller Representative. (c) Cibus shall use, and shall cause its applicable Affiliates to use, commercially reasonable manner efforts to comply in all material respects with respect to its obligations under each of the In-Licenses License to which it is a party and shall use commercially reasonable efforts not to take any action or forego any action that would reasonably be expected to constitute a material breach thereof. Promptly, and in any event within ***five (5) Business Days, after receipt of any (written or oral) notice from a any counterparty to such an In-License or its Affiliates of an alleged material breach by Cibus or its Affiliate(s) under any such In-License, Seller Cibus shall give notice thereof to the PurchaserSeller Representative, including delivering to the Purchaser Seller Representative a copy of any such written notice. To Unless otherwise agreed to with the extent Seller Representative in writing, Cibus shall use, and shall cause its applicable Affiliates to use, commercially reasonable, Seller shall undertake reasonable efforts to cure any material breaches by it under any such In-License and shall give written notice to the Purchaser Seller Representative upon curing any such breach. Promptly, and in any event within *** following Seller’s notice to a counterparty to any material In-License of an alleged material breach under such In-License, Seller shall give notice thereof to the Purchaser, including delivering the Purchaser a copy of such written notice. Notwithstanding the foregoing, Seller may terminate any In-License other than the Xxxxxxxx Agreement that, in Seller’s reasonable discretion, is no longer necessary or useful for the development, manufacture, sale or commercialization of Product. (b) Seller shall promptly (and in any event within ***) provide the Purchaser with (i) executed copies of each new material In-License, (ii) executed copies of each material amendment, supplement, modification or waiver of any provision of an In-License and (iii) copies of all material reports, documents, and other materials provided by the counterparty to each In-License to Seller to the extent that the foregoing relate to Net Sales of Product. (c) Seller shall provide Purchaser with written notice following any counterparty’s material breach of its obligations under any material In-License. (d) Seller Xxxxx shall provide to the Purchaser with Seller Representative a copy of any written notice following the termination of breach or alleged breach of any material In-LicenseLicense delivered by Xxxxx to any counterparty thereto as soon as practicable and in any event not less than five (5) Business Days following such delivery.

In-Licenses. (a) Seller shall act in a commercially reasonable manner with respect to its obligations under each of the In-Licenses and shall not take any action or forego any action that would reasonably be expected to constitute a material breach thereofLicenses. Promptly, and in any event within [***], after receipt of any (written or oral) notice from a counterparty to such In-License or its Affiliates of an alleged material breach under any In-License, Seller shall give notice thereof to the Purchaser, including delivering the Purchaser a copy of any such written notice. To the extent commercially reasonable, Seller shall undertake efforts to cure any material breaches by it under any In-License and shall give written notice to the Purchaser upon curing any such breach. Promptly, and in any event within [*** *] following Seller’s notice to a counterparty to any material In-License of an alleged material breach under such In-License, Seller shall give notice thereof to the Purchaser, including delivering the Purchaser a copy of any such written notice. Notwithstanding the foregoing, Seller may terminate any In-License other than the Xxxxxxxx Agreement that, in Seller’s reasonable discretion, is no longer necessary or useful for the development, manufacture, sale or commercialization of ProductCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (b) Seller shall promptly (and in any event within [***]) provide the Purchaser with (i) executed copies of each new material In-License, (ii) executed copies of each material amendment, supplement, modification or waiver of any provision of an In-License and (iii) copies of all material reports, documents, and other materials provided by Seller to the counterparty to each In-License or provided by the counterparty to each In-License to Seller to the extent that the foregoing relate to Net Sales of ProductSeller. (c) Seller shall provide Purchaser with written notice following any a counterparty’s material breach of its obligations under any material In-License. (d) Seller shall provide the Purchaser with written notice following the termination of any material In-License.

In-Licenses. (a) Seller The Company shall act promptly [***] provide the Purchaser with (i) executed copies of any In-License entered into by the Company or its Affiliates, and (ii) executed copies of each amendment, supplement, modification or written waiver of any provision of any In-License. (b) The Company shall comply in a commercially reasonable manner all material respects with respect to its obligations under each of the LICR Agreements, the Selexis Agreements, and any In-Licenses it enters into and shall not take any action or forego any action that would reasonably be expected to constitute result in a material breach thereof. Promptly, and in any event within [***, ] after receipt of any written or oral notice from a counterparty to such In-License by the Company or any of its Affiliates of with respect to an alleged material breach under any In-License, Seller the Company shall give notice thereof to the Purchaser, including delivering provide the Purchaser a copy (or, in the case of such oral notices, a written noticesummary) thereof. To the extent commercially reasonable, Seller The Company shall undertake efforts use its Commercially Reasonable Efforts to cure any material breaches by it under any In-License and shall give written notice to the Purchaser upon curing any such breach. Promptly, and in any event within *** following Seller’s notice to a counterparty to any material In-License of an alleged material breach under such In-License, Seller The Company shall give notice thereof to the Purchaser, including delivering the Purchaser a copy of such written notice. Notwithstanding the foregoing, Seller may terminate any In-License other than the Xxxxxxxx Agreement that, in Seller’s reasonable discretion, is no longer necessary or useful for the development, manufacture, sale or commercialization of Product. (b) Seller shall promptly (and in any event within ***) provide the Purchaser with (i) executed copies of each new material In-License, (ii) executed copies of each material amendment, supplement, modification or waiver of any provision of an In-License and (iii) copies of all material reports, documents, and other materials provided by the counterparty to each In-License to Seller to the extent that the foregoing relate to Net Sales of Product. (c) Seller shall provide Purchaser with written notice following any [***] becoming aware of a counterparty’s material breach of its obligations under any material In-License. . The Company shall not terminate (di) Seller any In-License without providing the Purchaser prior written notice, (ii) the LICR Agreements or (iii) the Selexis Agreements. The Company shall not make or enter into any amendment, supplement or modification to, or grant any waiver under any provision of, the LICR Agreements or the Selexis Agreements without the Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) to the extent that such amendment, supplement, modification or grant would reasonably be expected to have a material adverse effect on the timing, amount or duration of the Royalty Payments. Promptly, [***] the Company’s notice to a counterparty to any In-License of an alleged breach by such counterparty under any such In-License, the Company shall provide the Purchaser with written notice following the termination of any material In-Licensea copy thereof.

In-Licenses. (a) The Seller shall act comply in a commercially reasonable manner all material respects with respect to its obligations under each of the any Existing In-Licenses and shall not take any action or forego any action that ACTIVE/103949582.33 would reasonably be expected to constitute result in a material breach thereof. Promptly, and in any event within ***ten (10) Business Days, after receipt by any Seller Entity of any (written or oral) notice from a counterparty to such any Existing In-License or its Affiliates of an alleged material breach under any Existing In-License, the Seller shall give provide the Buyer a copy thereof (or if restricted by applicable confidentiality obligations under the Catalent Agreement, notice thereof to the Purchaser, including delivering the Purchaser and a copy summary of such written noticematerial breach). To the extent commercially reasonable, The Seller shall undertake use its commercially reasonable efforts to cure any material breaches by it under any Existing In-License and shall give written notice to the Purchaser Buyer upon curing any such breach. The Seller shall provide the Buyer with written notice upon any Seller Entity becoming aware of a counterparty’s material breach of its obligations under any Existing In-License. The Seller shall not (and, for the avoidance of doubt, shall not permit BPID to) terminate any Existing In-License without the Buyer’s prior written consent, such consent not to be unreasonably withheld. Promptly, and in any event within *** five (5) Business Days following Sellerany Seller Entity’s notice to a counterparty to any material Existing In-License of an alleged material breach by such counterparty under any such Existing In-License, the Seller shall give notice thereof to provide the Purchaser, including delivering the Purchaser Buyer a copy of such written noticethereof. Notwithstanding the foregoing, Seller may terminate any In-License other than the Xxxxxxxx Agreement that, in Seller’s reasonable discretion, is no longer necessary or useful for the development, manufacture, sale or commercialization of Product. (b) The Seller shall promptly (and in any event within ***ten (10) Business Days), provide the Purchaser Buyer with (i) executed copies of each new material any In-LicenseLicense entered into by the Seller or its Subsidiaries, and (ii) executed copies of each material amendment, supplement, modification or written waiver of any provision of an any In-License and (iii) copies of all material reports, documents, and other materials provided entered into by the counterparty Seller or its Subsidiaries. The obligations of Seller to each In-License provide notices pursuant to Seller this Section 5.9 are waived to the extent that they would duplicate the foregoing relate obligations of Seller to Net Sales provided notices pursuant to Section 5.9 of Productthe 2018 Funding Agreement. (c) Seller shall provide Purchaser with written notice following any counterparty’s material breach of its obligations under any material In-License. (d) Seller shall provide the Purchaser with written notice following the termination of any material In-License.