Common use of In-Licenses Clause in Contracts

In-Licenses. (a) The Seller shall comply in all material respects with its obligations under any In-Licenses 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 five (5) Business Days, after receipt of any (written or oral) notice from a counterparty to any In-License or its Affiliates of an alleged material breach under any In-License, the Seller shall provide the Buyer a copy thereof. The Seller shall use its commercially reasonable efforts to cure any material breaches by it under any In-License and shall give written notice to the 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 five (5) Business Days 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 Buyer a copy thereof.

In-Licenses. (a) The Seller shall comply in all material respects with its obligations under any Existing In-Licenses 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 five ten (510) Business Days, after receipt of any (written or oral) notice from a counterparty to any Existing In-License or its Affiliates of an alleged material breach under any Existing In-License, the Seller shall provide the Buyer a copy thereof. The Seller shall use its commercially reasonable efforts to cure any material breaches by it under any Existing In-License and shall give written notice to the Buyer upon curing any such breach. The Seller shall provide the Buyer with written notice following upon becoming aware of a counterparty’s material breach of its obligations under any Existing In-License. The Seller shall not terminate any Existing In-License without providing the Buyer Buyer’s prior written noticeconsent, such consent not to be unreasonably withheld. Promptly, and in any event within five (5) Business Days following the Seller’s notice to a counterparty to any Existing In-License of an alleged breach by such counterparty under any such In- Existing In-License, the Seller shall provide the Buyer a copy thereof.

In-Licenses. (a) The Seller shall comply in all material respects with its obligations under any In-Licenses 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 five (5) Business Days, after receipt of any (written or oral) notice from a counterparty to any In-License or its Affiliates of an alleged material breach under any In-License, the Seller shall provide the Buyer a copy thereof. The Seller shall use its commercially reasonable efforts to cure any material breaches by it under any In-License and shall give written notice to the 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 five (5) Business Days following the Seller’s notice to a counterparty to any In-License of an alleged breach by such counterparty under any such In- In-License, the Seller shall provide the Buyer a copy thereof.

In-Licenses. (a) The Seller Opthea shall comply in all material respects with its obligations under any In-Licenses 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 five (5) Business Days, after receipt of any (written or oral) notice from a counterparty to any In-License or its Affiliates of an alleged material breach under any In-License, the Seller Opthea shall provide the Buyer Investor a copy thereof. The Seller Opthea shall use its commercially reasonable efforts Commercially Reasonable Efforts to cure any material breaches by it under any In-License and shall give written notice to the Buyer Investor upon curing any such breach. The Seller Opthea shall provide the Buyer Investor with written notice following becoming aware of a counterparty’s material breach of its obligations under any In-License. The Seller Opthea shall not terminate any In-License without providing the Buyer Investor prior written notice. Promptly, and in any event within five (5) Business Days following the SellerOpthea’s notice to a counterparty to any In-License of an alleged breach by such counterparty under any such In- In-License, the Seller Opthea shall provide the Buyer Investor a copy thereof.