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. 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 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 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. (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. (c) Seller shall provide Purchaser with written notice following 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. During the term of the Revenue Participation Right: (a) Seller The Company shall act promptly (and in a commercially reasonable manner any event within [***]) provide the Payer with respect (i) executed copies of any In-License entered into by the Company or its Affiliates after the date hereof, and (ii) executed copies of each amendment, supplement, modification or written waiver of any provision of any In-License. (b) The Company shall use Commercially Reasonable Efforts to comply in all material respects with its obligations under each of the any In-LicensesLicenses it enters into and shall not take any action or forego any action that would reasonably be expected to 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, Seller the Company shall give provide the Payer a copy thereof (or if restricted by applicable confidentiality obligations under such In-License, notice thereof to the Purchaser, including delivering the Purchaser and a copy summary of any such written noticematerial breach). 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 Payer upon curing any such breach. The Company shall provide the Payer with written notice following becoming aware of a counterparty’s material breach of its obligations under any In-License. The Company shall not terminate any In-License without providing the Payer prior written notice. Promptly, and in any event within [***] following Sellerthe Company’s notice to a counterparty to any material In-License of an alleged material breach by such counterparty under any such In-License, Seller shall give notice thereof to the Purchaser, including delivering the Purchaser a copy of any such written notice. (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. (c) Seller shall provide Purchaser with written notice following a counterparty’s material breach of its obligations under any material In-License. (d) Seller Company shall provide the Purchaser with written notice following the termination of any material In-LicensePayer a copy thereof.

In-Licenses. (a) Seller The Company shall act promptly (and in a commercially reasonable manner any event within [***] following execution thereof) provide the Purchaser with respect to (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 all material respects with its obligations under each of the LICR Agreements, the Selexis Agreements, and any In-LicensesLicenses it enters into and shall not take any action or forego any action that would reasonably be expected to result in a material breach thereof. Promptly, and in any event within [***], after receipt of any (written or oral) 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 any 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. The Company shall provide the Purchaser with written notice following (and in any event within [***] of) becoming aware of a counterparty’s material breach of its obligations under any In-License. The Company shall not terminate (i) 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, and in any event within [***] following Sellerthe Company’s notice to a counterparty to any material In-License of an alleged material breach by such counterparty under any such In-License, Seller the Company shall give notice thereof to the Purchaser, including delivering provide the Purchaser a copy of any such written noticethereof. (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. (c) Seller shall provide Purchaser with written notice following 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) The Seller shall act promptly (and in a commercially reasonable manner any event within [***]) provide the Buyer with respect (i) executed copies of any In-License entered into by the Seller or its Affiliates, and (ii) executed copies of each amendment, supplement, modification or written waiver of any provision of any In-License. (b) The Seller shall use Commercially Reasonable Efforts to comply in all material respects with its obligations under each of the any In-LicensesLicenses it enters into and shall not take any action or forego any action that would reasonably be expected to 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 thereof (or if restricted by applicable confidentiality obligations under such In-License, notification thereof and a reasonably detailed summary of any such written noticematerial breach). To the extent commercially reasonable, The Seller shall undertake efforts use its Commercially Reasonable Efforts to cure any such material breaches by it under any 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 following becoming aware of a counterparty’s material breach of its obligations under any In-License. The Seller shall not terminate any In-License without providing the Buyer prior written notice. Promptly, and in any event within [***] following the Seller’s notice to a counterparty to any material In-License of an alleged material breach by such counterparty under any such In-License, Seller shall give notice thereof to the Purchaser, including delivering the Purchaser a copy of any such written notice. (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. (c) Seller shall provide Purchaser with written notice following 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-LicenseBuyer a copy thereof.

In-Licenses. (a) Seller The Company shall act in a use commercially reasonable manner efforts to comply in all material respects with respect to its obligations under each of the any In-LicensesLicenses and shall not take any action or forego any action that would reasonably be expected to result in a material breach thereof and, prior to the Closing, shall exercise its rights under the Acquisition Agreement to ensure that the Target so complies. Promptly, and in any event within [***]by the Delivery Deadline, after receipt the Company shall provide a copy of any written notice (written or orala summary of any oral notice of which it is aware) notice from a counterparty to such any In-License Licensee or its Affiliates of an alleged asserted material breach under any In-License, Seller . The Company shall give notice thereof to the Purchaser, including delivering the Purchaser a copy of any such written notice. To the extent use its commercially reasonable, Seller shall undertake reasonable efforts to cure any material breaches by it under any In-License and shall give written notice to keep the Purchaser upon Buyer reasonably informed of the status of its curing any such breach. Promptly, The Company shall provide the Buyer with written notice promptly (and in any event within [***] by the Delivery Deadline) following Sellerbecoming aware of a counterparty’s material breach of its obligations under any In-License. The Company further agrees to provide the Buyer with prior written notice of (i) any Company termination of any In-License and (ii) any Company notice to a counterparty to any material In-License of an alleged material breach by such counterparty under any such In-License, Seller shall give notice thereof to the Purchaser, including delivering the Purchaser a copy of any such written notice. (b) Seller The Company shall promptly (and in any event within [***]by the Delivery Deadline) provide the Purchaser Buyer with (i) reasonably redacted executed copies of each new material In-License, License entered into by the Company or its Affiliates and (ii) reasonably redacted executed copies of each material amendment, supplement, modification or written material 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. (c) Seller shall provide Purchaser with written notice following 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 (and in a commercially reasonable manner any event within [***] Business Days following execution thereof) provide the Investors with respect (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 use Commercially Reasonable Efforts to comply in all material respects with its obligations under each of the any In-LicensesLicenses it enters into and shall not take any action or forego any action that would reasonably be expected to result in a material breach thereof. Promptly, and in any event within [***]] Business Days, after receipt of any (written or oral) 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 provide the Purchaser, including delivering the Purchaser Investors a copy (or, in the case of any 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 Investors upon curing any such breach. Promptly, The Company shall provide the Investors with written notice following (and in any event within [***] following Seller’s notice to a counterparty to any material In-License Business Days of) becoming aware 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. (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. (c) Seller shall provide Purchaser with written notice following 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 Investors prior written notice or (ii) the Takeda License. The Company shall not make or enter into any amendment, supplement or modification to, or grant any waiver under any provision of, the Takeda License without the Investors’ 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, and in any event within 10 Business Days following 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-LicenseInvestors a copy thereof.

In-Licenses. (a) The Seller shall act promptly (and in a commercially reasonable manner any event within [***]) provide the Buyer with respect (i) executed copies of any In-License entered into by the Seller or its Affiliates, and (ii) executed copies of each amendment, supplement, modification or written waiver of any provision of any In-License. (b) The Seller shall use Commercially Reasonable Efforts to comply in all material respects with its obligations under each of the any In-LicensesLicenses it enters into and shall not take any action or forego any action that would reasonably be expected to 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 any such written noticethereof. 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. The Seller shall provide the Buyer with written notice following becoming aware of a counterparty’s material breach of its obligations under any In-License. The Seller shall not terminate any In-License without providing the Buyer prior written notice. Promptly, and in any event within [***] following the Seller’s notice to a counterparty to any material In-License of an alleged material breach by such counterparty under any such In-License, Seller shall give notice thereof to the Purchaser, including delivering the Purchaser a copy of any such written notice. (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. (c) Seller shall provide Purchaser with written notice following 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-LicenseBuyer a copy thereof.

In-Licenses. (a) The Seller shall act promptly (and in a commercially reasonable manner any event within [***] Business Days) provide the Buyer with respect (i) executed copies of any In-License entered into by the Seller or its Affiliates, and (ii) executed copies of each amendment, supplement, modification or written waiver of any provision of any In-License. (b) Each of the Seller and the Parent shall, and the Parent shall cause each applicable Guarantor to, use Commercially Reasonable Efforts to comply in all material respects with its obligations under each of the any In-LicensesLicenses it enters into and shall not take any action or forego any action that would reasonably be expected to 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 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 thereof. Each of any such written notice. To the extent commercially reasonableSeller and the Parent shall, Seller and the Parent shall undertake efforts cause each applicable Guarantor to, 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. Each of the Seller and the Parent shall, and the Parent shall cause each applicable Guarantor to, provide the Buyer with written notice following becoming aware of any party’s material breach of its obligations under any In-License. Each of the Seller and the Parent shall, and the Parent shall cause each applicable Guarantor to, not terminate any In-License without providing the Buyer prior written notice. Promptly, and in any event within [***] Business Days following the Parent’s, Seller’s, or a Guarantor’s notice to a counterparty to any material In-License of an alleged material breach by such counterparty under any such In-License, Seller shall give notice thereof to the Purchaser, including delivering the Purchaser a copy of any such written notice. (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. (c) Seller shall provide Purchaser with written notice following 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-LicenseBuyer a copy thereof.