Incorporation of Certain Provisions. The provisions of Sections 9.01, 9.07, 9.09 and 9.12 of the Credit Agreement are hereby incorporated by reference mutatis mutandis as if fully set forth herein.
Incorporation of Certain Provisions. The provisions of Sections 9.01, 9.07, 9.09, 9.10 and 9.12 of the Credit Agreement are hereby incorporated by reference with respect to Section I.
Incorporation of Certain Provisions. Sections 7.01, 7.03, 7.10, 7.12, 7.15 and 7.16 of the Facility Agreement shall apply hereto as if fully set forth herein, mutatis mutandis (it being understood that references therein to “this Agreement” or “the Loan Documents” are references to this Guarantee).
Incorporation of Certain Provisions. Celgene agrees and acknowledges that Vividion is required to provide to licensors under the Existing Third Party Agreements periodic reports relating to the gross sales and Net Sales of Licensed Products. Celgene shall keep true and accurate records and books of account, and open such books and records for inspection by such licensors, for a duration of [***] years from the date of origination of such books or records. Furthermore, Celgene acknowledges that Vividion may be required to share certain reports and copies of sublicense agreements provided by Celgene to Vividion hereunder with any licensor under an Existing Third Party Agreement, and Celgene consents to the sharing of such reports and such copies of such sublicense agreements to the extent required under such Existing Third Party Agreement to the same extent as disclosures are permitted under Section 11.3(b) hereunder; provided that any such copies of sublicense agreements must be redacted to the extent permitted under such Existing Third Party Agreement. In addition, Celgene acknowledges that the Prosecution, enforcement and other intellectual property management rights under this Agreement with respect to Patents and other intellectual property licensed under Existing Third Party Agreements shall be subject to the terms and conditions of the applicable Existing Third Party Agreements and, in the case of Existing Third Party Agreements in which the licensor is an academic institution, other provisions of such Existing Third Party Agreements that are customarily required to be imposed on sublicensees in academic licenses (in no event to include any exclusivity covenant).
Incorporation of Certain Provisions. Celgene acknowledges and agrees that it shall be bound by the following provisions of the Salk License, as if Celgene was a “Licensee” thereunder: [* * *]; provided that, with respect to Section [* * *], the Parties acknowledge that, as provided in Exhibit A to the Salk License, no “Biological Materials” have been provided to Acceleron, and Acceleron will not request or accept any “Biological Materials” from Salk without Celgene’s prior written consent (which consent may be conditioned on, among other things, confirmation that the “Biological Materials” license under the Salk License is sublicensable to Celgene); provided further that, notwithstanding Celgene’s agreement to be bound by Section [* * *] of the Salk License, as between Acceleron and Celgene, the obligation to indemnify Salk pursuant to such section will be allocated between Acceleron and Celgene in accordance with Section 12.7 hereof. The Parties acknowledge that no [* * *] has been provided to Celgene, except [* * *].
Incorporation of Certain Provisions. Celgene acknowledges and agrees that it shall be bound by the following provisions of the Parent Licenses, as a sublicensee of the rights licensed to GlobeImmune thereunder and only to the extent applicable to the rights sublicensed to Celgene hereunder and to the extent that Celgene exercises its Celgene Program Option with respect to any Program:
(i) Articles and Sections 2.2 (as described in Section 5.4.2(c) hereof), 2.3 (as described in Section 5.4.2(a) hereof), 3, 10.1 (as provided in Section 10.1.4 hereof), 10.2, 11, 16.1 (as described in Section 4.7 hereof), 16.2, and 16.12 of the CU Agreement (as described in Section 5.4.2(b) of this Agreement), in each case, to the extent required by Section 3.1(b) of the CU Agreement;
(ii) Sections 5.1 through 5.4 (as provided in Section 5.4.2 hereof), 8.1 (provided that GlobeImmune will be responsible for all payments to the licensor under the NIH License Agreement, as provided in Section 5.4.3(c)(iii) of this Agreement, and Celgene will solely be responsible for payments to GlobeImmune hereunder, including any underpayments owed by Celgene to GlobeImmune and discovered in connection with an audit under the NIH License Agreement), 10.1, 10.2, 12.5 (as provided in Section 10.1.2 hereof), and 13.7 through 13.9 (as provided in Section 5.4.2 hereof) of the NIH License Agreement; and
(iii) Paragraphs 2.3, 5, 7.7 (as provided in Section 5.4.3(d)(iii) hereof), 8.2, 10 and 11 of the WRF Agreement. Furthermore, Celgene acknowledges that GlobeImmune is required to share certain reports and copies of Sublicenses provided by Celgene to GlobeImmune hereunder with the licensors under the Parent Licenses (including pursuant to Paragraph 2.3 and 4.2 of the WRF Agreement and Section 3.2 of the CU Agreement), and Celgene consents to the sharing of such reports and such copies of Sublicenses to the extent required under such Parent Licenses pursuant to Section 9.3(e) hereunder.
Incorporation of Certain Provisions. Sections 1.02, 10.03, 10.10, 10.11, 10.12 and 10.13 of the Credit Agreement shall apply hereto as if fully set forth herein, mutatis mutandis (it being understood that references therein to “this Agreement” or “the Loan Documents” are or include references to this Commitment Increase Agreement).
Incorporation of Certain Provisions. Celgene acknowledges and agrees that it shall be bound by the following provisions of the Parent Licenses, as a sublicensee of the rights licensed to GlobeImmune thereunder and only to the extent applicable to the rights sublicensed to Celgene hereunder and to the extent that Celgene exercises its Celgene Program Option with respect to any Program:
(i) [*];
(ii) [*]; and
(iii) [*]. Furthermore, Celgene acknowledges that GlobeImmune is required to share certain reports and copies of Sublicenses provided by Celgene to GlobeImmune hereunder with the licensors under the Parent Licenses [*], and Celgene consents to the sharing of such reports and such copies of Sublicenses to the extent required under such Parent Licenses pursuant to Section 9.3(e) hereunder.
Incorporation of Certain Provisions. The provisions of the License Agreement listed below are incorporated by reference into this Agreement as if set out herein with such modifications to such provisions and the defined terms used therein to the extent necessary to conform to the subject matter and terminology of this Agreement. For example, the word “Starwood” in the License Agreement shall refer to the Starwood Parties in this SPG Affiliation Agreement and the words “this Agreement” in the License Agreement shall refer to this SPG Affiliation Agreement.
(i) Section 3.2.D (Payment Disputes);
(ii) Section 3.3 (Interest on Late Payments);
(iii) Section 3.4 (Currency and Taxes);
(iv) Section 11.A (Governance);
(v) Section 14 (Confidential Information; Customer Information);
(vi) Section 17 (Insurance);
(vii) Section 18.5 (Grant of Security Interests by Vistana);
(viii) Section 21 (Compliance with Laws; Legal Actions);
(ix) Section 22 (Governing Law; Injunctive Relief; Costs of Enforcement; Arbitration; and Expert Resolution);
(x) Section 23 (Representations, Warranties and Covenants); and
(xi) Section 24 (General Provisions).
Incorporation of Certain Provisions. Notwithstanding any other provision of this Agreement, in the event that, on or after the date of this Agreement, definitive documentation governing any new syndicated credit facility of the Borrower becomes effective and contains, or the Existing Credit Agreement is amended, supplemented or otherwise modified to contain, any covenant or event of default that is more restrictive than the corresponding covenant or Event of Default in this Agreement, or that does not correspond to any covenant or Event of Default contained in this Agreement, then this Agreement shall automatically and without further act be amended to incorporate such covenant or event of default, mutatismutandis. The Borrower agrees (a) to provide the Agent with complete and accurate copies of (i) any such definitive documentation and (ii) any amendment, supplement or other modification of the Existing Credit Agreement, in each case promptly upon the execution and delivery thereof, and (b) to execute such documents, agreements or instruments, and to take such other actions, as shall reasonably be requested by the Agent to give effect to this Section.
