Interruption License. (a) In the event JDRF determines that an Interruption has occurred, it shall notify Sangamo in writing of such belief, stating in reasonable detail the basis for its belief that an Interruption has occurred (the “Interruption Notice”). If at the time of receipt of the Interruption Notice, Sangamo (i) has not licensed or otherwise transferred rights to a Third Party to the Sangamo Research Program Technology in the Field; or (ii) has successfully terminated the rights it licensed or otherwise transferred to a Third Party to the Sangamo Research Program Technology in the Field, then Sangamo shall have sixty (60) days after the receipt of the Interruption Notice to avoid the Interruption License Effective Date by (x) responding to the Interruption Notice by explaining why it believes an Interruption has not occurred (the “Interruption Response”); or (y) resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once. (b) If at the time of receipt of the Interruption Notice, Sangamo has licensed or otherwise transferred rights to a Third Party to the Sangamo Research Program Technology in the Field pursuant to an agreement that includes a provision that gives Sangamo the right to terminate such Third Party’s rights under the Sangamo Research Program Technology in the Field upon a final determination that an Interruption has occurred and not been cured within the applicable time after the relevant notice, then Sangamo shall have sixty (60) days after the receipt of the Interruption Notice to avoid the Interruption License Effective Date by (i) providing an Interruption Response to JDRF; or (ii) commencing and continuing thereafter commercially reasonable efforts to effect such a termination. If Sangamo successfully effects such a termination then it shall have sixty (60) days after the termination effective date to avoid the Interruption License Effective Date by resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once. (c) If Sangamo provides an Interruption Response within the sixty (60) day period set forth in Section 9.5(a) or 9.5(b) and JDRF disagrees with the Interruption Response, JDRF may resolve such Dispute in accordance with Section 11.2. Sangamo shall have sixty (60) days after a final determination pursuant to Section 11.2 that an Interruption has occurred (or if earlier a subsequent written admission by Sangamo that an Interruption has occurred) to avoid the Interruption License Effective Date by (i) resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once; or (ii) if Sangamo provided the Interruption Response pursuant Section 9.5(b), commencing and continuing thereafter commercially reasonable efforts to terminate such Third Party’s rights under the Sangamo Research Program Technology in the Field upon a final determination that an Interruption has occurred and not been cured within the applicable time after the relevant notice. If Sangamo successfully effects such a termination then it shall have sixty (60) days after the termination effective date to avoid the Interruption License Effective Date by resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once.
Appears in 1 contract
Samples: Research, Development and Commercialization Agreement (Sangamo Biosciences Inc)
Interruption License. (a) In Awardee hereby grants the event JDRF determines that Interruption License to [Organization], which Interruption License shall be effective as provided below. Upon written notice from [Organization] following an Interruption has occurred, it shall notify Sangamo in writing of such belief, stating in reasonable detail the basis for its belief that an Interruption has occurred (the “Interruption Notice”). If at , Awardee shall elect, within thirty (30) days of such Interruption Notice, one of the time following options by notice to [Organization]:
(a) Awardee shall reasonably demonstrate, in the form of receipt a written progress report, that an Interruption has not occurred, or that Awardee, an Affiliate thereof, or a licensee or sublicensee of either of the foregoing is exercising Commercially Reasonable Efforts to research, develop or commercialize the Product;
(b) Awardee shall provide [Organization] with notice within such thirty (30) day-period that Awardee, an Affiliate thereof, or a licensee or sublicensee of either of the foregoing, has plans to resume Commercially Reasonable Efforts to develop or commercialize the Product and resumes such Commercially Reasonable Efforts within the ninety (90) day period following such notice;
(c) The Interruption License shall become effective, as set forth below; or
(d) [Organization] may elect in lieu of the Interruption License, within thirty (30) days of the Interruption Notice, Sangamo to have Awardee pay to [Organization] the greater of (iA) has not licensed or otherwise transferred rights to a Third Party ____________ ( ) times the Actual Award, and (B) the total of the Actual Award plus Interest up to the Sangamo Research Program Technology time of such election; and in the Field; event of such election and payment, this Paragraph 5 shall otherwise no longer be applicable. If Awardee has elected (a) or (ii) has successfully terminated the rights it licensed or otherwise transferred to a Third Party to the Sangamo Research Program Technology in the Field, then Sangamo shall have sixty (60) days after the receipt of the Interruption Notice to avoid the Interruption License Effective Date by (x) responding to the Interruption Notice by explaining why it believes an Interruption has not occurred (the “Interruption Response”); or (y) resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once.
(b) If at the time of receipt above within thirty (30) days of the Interruption Notice, Sangamo the Interruption Notice shall be deemed satisfied and be of no further force or effect unless [Organization] notifies Awardee within thirty (30) days after receipt of Awardee’s progress report under (a) above or provides notice under
(b) above that [Organization] disputes such progress report or notice, as the case may be. If [Organization] provides timely notice of its dispute, the parties shall resolve such dispute in accordance with the dispute resolution provision of this Agreement. If Awardee has licensed elected (a) or otherwise transferred rights (b) above, [Organization] has disputed such election, the resolution of the dispute is concluded and the final outcome of such dispute resolution is that such election was defective, Awardee shall be deemed to a Third Party have made the election specified in (c) above. If Awardee has made (or is deemed to have made) the Sangamo Research election specified in (c) above, the Interruption License shall be effective upon such election (or deemed election) (such date, the “Interruption License Effective Date”). The Interruption License shall be an exclusive (even as to Awardee), worldwide license to [Organization] under the Awardee Development Program Technology to manufacture, have manufactured, license, use, sell, offer to sell, and support the Product in the Field pursuant Field. Awardee shall deliver to an agreement that includes a provision that gives Sangamo the right to terminate such Third Party’s rights under the Sangamo Research Program Technology in the Field upon a final determination that an Interruption has occurred and not been cured [Organization], within the applicable time after the relevant notice, then Sangamo shall have sixty ninety (6090) days after the receipt Interruption License Effective Date, a copy of all materials and data in its possession or control constituting Development Program Technology, to the extent required by [Organization] to make, use, or sell the Product in the Field. In the event that Awardee assigns all of or certain of its rights and obligations to develop and commercialize the Product at any time to a third party, such third party shall be subject to the obligations of the Interruption Notice to avoid the License. The Interruption License Effective Date by (i) providing an Interruption Response shall be deemed to JDRF; or (ii) commencing and continuing thereafter commercially reasonable efforts to effect such a termination. If Sangamo successfully effects such a termination then it shall have sixty (60) days after the termination effective date to avoid the Interruption License Effective Date by resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once.
(c) If Sangamo provides an Interruption Response within the sixty (60) day period set forth constitute intellectual property as defined in Section 9.5(a365(n) or 9.5(b) of the U.S. Bankruptcy Code; provided, however, that nothing in this Agreement shall be deemed to constitute a present exercise of such rights and JDRF disagrees with the Interruption Responseelections. Awardee agrees that [Organization], JDRF as a licensee of such rights, shall retain and may resolve such Dispute in accordance with Section 11.2. Sangamo shall have sixty (60) days after a final determination pursuant to Section 11.2 that an Interruption has occurred (or if earlier a subsequent written admission by Sangamo that an Interruption has occurred) to avoid the Interruption License Effective Date by (i) resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once; or (ii) if Sangamo provided the Interruption Response pursuant Section 9.5(b), commencing exercise all of its rights and continuing thereafter commercially reasonable efforts to terminate such Third Party’s rights elections under the Sangamo Research Program Technology in the Field upon a final determination that an Interruption has occurred and not been cured within the applicable time after the relevant notice. If Sangamo successfully effects such a termination then it shall have sixty (60) days after the termination effective date to avoid the Interruption License Effective Date by resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only onceU.S. Bankruptcy Code.
Appears in 1 contract
Samples: Foundation Agreement
Interruption License. (a) In the event JDRF determines that an Interruption has occurred, it shall notify Sangamo in writing of such belief, stating in reasonable detail the basis for its belief that an Interruption has occurred (the “Interruption Notice”). If at the time of receipt of the Interruption Notice, Sangamo (i) has not licensed or otherwise transferred rights to a Third Party to the Sangamo Research Program Technology in the Field; or (ii) has successfully terminated the rights it licensed or otherwise transferred to a Third Party to the Sangamo Research Program Technology in the Field, then Sangamo shall have sixty (60) days after the receipt of the Interruption Notice to avoid the Interruption License Effective Date by (x) responding to the Interruption Notice by explaining why it believes an Interruption has not occurred (the “Interruption Response”); or (y) resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once.
(b) If at the time of receipt of the Interruption Notice, Sangamo has licensed or otherwise transferred rights to a Third Party to the Sangamo Research Program Technology in the Field pursuant to an agreement that includes a provision that gives Sangamo the right to terminate such Third Party’s rights under the Sangamo Research Program Technology in the Field upon a final determination that an Interruption has occurred and not been cured within the applicable time after the relevant notice, then Sangamo shall have sixty (60) days after the receipt of the Interruption Notice to avoid the Interruption License Effective Date by (i) providing an Interruption Response to JDRF; or (ii) commencing and continuing thereafter commercially reasonable efforts to effect such a termination. If Sangamo successfully effects such a termination then it shall have sixty (60) days after the termination effective date to avoid the Interruption License Effective Date by resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once.
(c) If Sangamo provides an Interruption Response within the sixty (60) day period set forth in Section 9.5(a) or 9.5(b) and JDRF disagrees with the Interruption Response, JDRF may resolve such Dispute in accordance with Section 11.2. Sangamo shall have sixty (60) days after a final determination pursuant to Section 11.2 that an Interruption has occurred (or if earlier a subsequent written admission by Sangamo that an Interruption has occurred) to avoid the Interruption License Effective Date by (i) resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once; or (ii) if Sangamo provided the Interruption Response pursuant Section 9.5(b), commencing and continuing thereafter commercially reasonable efforts to terminate such Third Party’s rights under the Sangamo Research Program Technology in the Field upon a final determination that an Interruption has occurred and not been cured within the applicable time after the relevant notice. If Sangamo successfully effects such a termination then it shall have sixty (60) days after the termination effective date to avoid the Interruption License Effective Date by resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once.avoid
Appears in 1 contract
Samples: Research, Development and Commercialization Agreement (Sangamo Biosciences Inc)
Interruption License. (a) In the event JDRF determines that an Interruption has occurred, it shall notify Sangamo in writing of such belief, stating in reasonable detail the basis for its belief that an Interruption has occurred (the “Interruption Notice”). If at the time of receipt of the Interruption Notice, Sangamo (i) has not licensed or otherwise transferred rights to a Third Party to the Sangamo Research Program Technology in the Field; or (ii) has successfully terminated the rights it licensed or otherwise transferred to a Third Party to the Sangamo Research Program Technology in the Field, then Sangamo shall have sixty (60) days after the receipt of the Interruption Notice to avoid the Interruption License Effective Date by (x) responding to the Interruption Notice by explaining why it believes an Interruption has not occurred (the “Interruption Response”); or (y) resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once.
(b) If at the time of receipt of the Interruption Notice, Sangamo has licensed or otherwise transferred rights to a Third Party to the Sangamo Research Program Technology in the Field pursuant to an agreement that includes a provision that gives Sangamo the right to terminate such Third Party’s rights under the Sangamo Research Program Technology in the Field upon a final determination that an Interruption has occurred and not been cured within the applicable time after the relevant notice, then Sangamo shall have sixty (60) days after the receipt of the Interruption Notice to avoid the Interruption License Effective Date by (i) providing an Interruption Response to JDRF; or (ii) commencing and continuing thereafter commercially reasonable efforts to effect such a termination. If Sangamo successfully effects such a termination then it shall have sixty (60) days after the termination effective date to avoid the Interruption License Effective Date by resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once.
(c) If Sangamo provides an Interruption Response within the sixty (60) day period set forth in Section 9.5(a) or 9.5(b) and JDRF disagrees with the Interruption Response, JDRF may resolve such Dispute in accordance with Section 11.2. Sangamo shall have sixty (60) days after a final determination pursuant to Section 11.2 that an Interruption has occurred (or if earlier a subsequent written admission by Sangamo that an Interruption has occurred) to avoid the Interruption License Effective Date by (i) resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once; or (ii) if Sangamo provided the Interruption Response pursuant Section 9.5(b), commencing and continuing thereafter commercially reasonable efforts to terminate such Third Party’s rights under the Sangamo Research Program Technology in the Field upon a final determination that an Interruption has occurred and not been cured within the applicable time after the relevant notice. If Sangamo successfully effects such a termination then it shall have sixty (60) days after the termination effective date to avoid the Interruption License Effective Date by resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once.
(d) The “Interruption License Effective Date” shall be the first of the following events to occur: (i) the expiration of the sixty (60) day period set forth in Section 9.5(a) without Sangamo having taken any of the actions specified in Section 9.5(a), (ii) Sangamo’s agreement in writing, following receipt of the Interruption Notice, that an Interruption has occurred (provided, however, that none of Sangamo’s written communications pursuant to Section 9.5(b)(ii) or 9.5(c)(ii) shall be considered such an agreement), (iii) the expiration of the applicable sixty (60) day period set forth in Section 9.5(b) without Sangamo having taken any of the actions specified in Section 9.5(b), or (iv) the expiration of the applicable sixty (60) day period set forth in Section 9.5(c) without Sangamo having taken any of the actions specified in Section 9.5(c).
(e) Upon the Interruption License Effective Date, Sangamo shall be deemed to have automatically granted to JDRF with respect to the Research Program an exclusive (even as to Sangamo) worldwide license, with the right to sublicense, under the Sangamo Research Program Technology, to manufacture, have manufactured, sell, offer to sell and import the Product in the Field (the “Interruption License”). Sangamo’s obligations pursuant to Sections 3.2.3(d), 4.1 and 4.2 shall expire upon the Interruption License Effective Date.
(f) For clarity, prior to the Interruption License Effective Date, Sangamo shall be free to license to a Third Party the Sangamo Research Program Technology (including the grant of exclusive worldwide sublicensable rights under Sangamo Research Program Technology for such Third Party to research, develop, or commercialize the Product). In the event that Sangamo commences negotiations with a Third Party to transfer all of or certain of Sangamo’s rights under the Sangamo Research Program Technology to such Third Party to develop and commercialize a Product in the Field, Sangamo shall use best commercial efforts to include in the agreement a provision that gives Sangamo the right to terminate such Third Party’s rights under the Sangamo Research Program Technology in the Field upon a final determination that an Interruption has occurred and not been cured within the applicable time after the relevant notice; and solely for purposes of this Section 9.5, the term “Interruption” with respect to a Sangamo Third Party licensee or transferee shall be defined in a manner that is as close to the definition contained in Section 1.22 as Sangamo, by the
Appears in 1 contract
Samples: Research, Development and Commercialization Agreement
