Common use of Licensing Transactions Clause in Contracts

Licensing Transactions. Stealth shall send a Licensing Transaction Notice the Investors in respect of each applicable transaction and will not, without the Majority Investors’ prior written consent, enter into a Licensing Transaction unless such Licensing Transaction is an Excluded Licensing Transaction (in which case such prohibition will not apply and no such consent of Investors will be required); provided that the Majority Investors will only be entitled to withhold such consent as to a Licensing Transaction other than an Excluded Licensing Transaction in the event the Majority Investors reasonably determine that Stealth entering into such Licensing Transaction would have a substantial likelihood of materially adversely impacting Stealth’s ability to pay any of the Success Payments (“Material Impact”). If the Majority Investors so determine, the Majority Investors shall provide Stealth with written notice (an “Objection Notice”) of their determination within ten (10) Business Days of Stealth’s Licensing Transaction Notice. If the Majority Investors do not provide an Objection Notice within such ten (10) Business Day period, then the Majority Investors shall be deemed to have consented to the applicable Licensing Transaction and all obligations of Stealth under this Section 2.11 shall terminate. If Stealth disagrees with the Majority Investors’ determination that the proposed Licensing Transaction would have a Material Impact, then Stealth (a) shall have the right and option to make a Buyout Payment, which option shall be exercised by written notice delivered to the Investors setting forth the amount of the applicable Buyout Payment, the proposed date of closing (which shall occur prior to or concurrently with Stealth’s entering into such Licensing Transaction) and the calculation of the applicable Buyout Payment, which will be equal to ninety five percent (95%) of the applicable Buyout Amount, or (b) may submit the matter to binding arbitration for resolution. Any such arbitration shall be before a single neutral arbitrator under the American Arbitration Association’s (“AAA”) expedited arbitration rules, which arbitrator will be mutually agreeable to both Parties and have significant expertise on the subject matter to be decided (provided that if the Parties have not mutually agreed on such arbitrator within fifteen (15) Business Days after the applicable demand for arbitration, the AAA will designate such arbitrator), such arbitration to be concluded and the arbitrator’s award to be rendered within sixty (60) days of the applicable demand for arbitration. The sole issue to be decided in the arbitration will be whether the entry into such Licensing Transaction by Stealth would have a substantial likelihood of having a Material Impact. In the event the arbitrator agrees with the Majority Investors, Stealth will not be entitled to enter into such Licensing Transaction unless Stealth makes the Buyout Payment referenced in clause (a) of this Section 2.11. In the event the arbitrator agrees with Stealth, Stealth will be entitled to enter into the Licensing Transaction and this Agreement shall continue in full force and effect.

Licensing Transactions. Stealth Apellis shall send a Licensing Transaction Notice the Investors in respect of each applicable transaction and will not, without the Majority Investors’ SFJ’s prior written consent, enter into a Licensing Transaction unless such Licensing Transaction is an Excluded Licensing Transaction (Transaction, in which case such prohibition will shall not apply and no such consent of Investors will SFJ shall be required); provided that the Majority Investors will that, SFJ shall only be entitled to withhold such consent as to a Licensing Transaction other than an Excluded Licensing Transaction in the event SFJ reasonably determines, and provides Apellis with written notice of its objection within [**] of Apellis providing to SFJ a non-binding term sheet or comparable document summarizing the Majority Investors reasonably determine material terms of the proposed Licensing Transaction, that Stealth Apellis entering into such Licensing Transaction would have a substantial likelihood of materially adversely impacting Stealth’s Apellis’ ability to timely pay any or satisfy all of the Success Payments Apellis Obligations (“Material Impact”). If the Majority Investors so determineApellis disagrees with SFJ’s determination, the Majority Investors shall provide Stealth with written notice (an “Objection Notice”) of their determination within ten (10) Business Days of Stealth’s Licensing Transaction Notice. If the Majority Investors do not provide an Objection Notice within such ten (10) Business Day period, then the Majority Investors matter shall be deemed submitted to have consented to the applicable Licensing Transaction and all obligations of Stealth under this Section 2.11 shall terminate. If Stealth disagrees with the Majority Investors’ determination that the proposed Licensing Transaction would have a Material Impact, then Stealth (a) shall have the right and option to make a Buyout Payment, which option shall be exercised by written notice delivered to the Investors setting forth the amount of the applicable Buyout Payment, the proposed date of closing (which shall occur prior to or concurrently with Stealth’s entering into such Licensing Transaction) and the calculation of the applicable Buyout Payment, which will be equal to ninety five percent (95%) of the applicable Buyout Amount, or (b) may submit the matter to binding arbitration for resolution. Any such arbitration shall be before a single neutral arbitrator under the American Arbitration Association’s (“AAA”’s) expedited arbitration rules, which arbitrator will shall be mutually agreeable to both Parties and have significant expertise on the subject matter to be decided (provided that if the Parties have not mutually agreed on such arbitrator within fifteen (15) Business Days [**] after the applicable demand for arbitration, the AAA will shall designate such arbitrator), such arbitration to be concluded and the arbitrator’s award to be rendered within sixty (60) days [**] of the applicable demand for arbitration. The sole issue to be decided in the arbitration will shall be whether the entry into such Licensing Transaction by Stealth Apellis would have a substantial likelihood of having a Material Impact. In the event the arbitrator agrees with the Majority InvestorsSFJ, Stealth will Apellis shall not be entitled to enter into such Licensing Transaction unless Stealth makes the Buyout Payment referenced in clause (a) of this Section 2.11Transaction. In the event the arbitrator agrees with StealthApellis, Stealth will Apellis shall be entitled to enter into the Licensing Transaction and this Agreement Transaction; provided that SFJ shall continue then be entitled to suspend its obligation to pay any further Apellis Development Costs until such time (if ever) as SFJ determines there is no longer a Material Impact (at which time, SFJ may only pay such deferred amounts upon the agreement of Apellis) and, following any Regulatory Approval, SFJ shall be entitled to receive all Approval Payments it otherwise would have been entitled to receive pursuant to Section 6.1, subject to adjustment as provided in full force and effectSection 6.2.

Licensing Transactions. Stealth PB shall send a have the right, without SFJ’s consent, to enter into any Excluded Licensing Transaction Notice the Investors in respect of each applicable transaction and will Transaction. PB shall not, without the Majority Investors’ SFJ’s prior written consent, enter into a Licensing Transaction unless such Licensing Transaction is an Excluded Licensing Transaction (in which case such prohibition will shall not apply and no such consent of Investors will SFJ shall be required); provided that the Majority Investors will SFJ shall only be entitled to withhold such consent as to a Licensing Transaction other than an Excluded Licensing Transaction in the event SFJ reasonably determines, and provides PB with written notice of its determination within [***] of PB providing to SFJ a non-binding term sheet or comparable document summarizing the Majority Investors reasonably determine material terms of the proposed Licensing Transaction [***], that Stealth PB entering into such Licensing Transaction would have a substantial likelihood of materially adversely impacting Stealth’s ability to pay any of the Success Payments [***] (“Material Impact”). If the Majority Investors so determinePB disagrees with SFJ’s determination, the Majority Investors shall provide Stealth with written notice (an “Objection Notice”) of their determination within ten (10) Business Days of Stealth’s Licensing Transaction Notice. If the Majority Investors do not provide an Objection Notice within such ten (10) Business Day period, then the Majority Investors matter shall be deemed submitted to have consented to the applicable Licensing Transaction and all obligations of Stealth under this Section 2.11 shall terminate. If Stealth disagrees with the Majority Investors’ determination that the proposed Licensing Transaction would have a Material Impact, then Stealth (a) shall have the right and option to make a Buyout Payment, which option shall be exercised by written notice delivered to the Investors setting forth the amount of the applicable Buyout Payment, the proposed date of closing (which shall occur prior to or concurrently with Stealth’s entering into such Licensing Transaction) and the calculation of the applicable Buyout Payment, which will be equal to ninety five percent (95%) of the applicable Buyout Amount, or (b) may submit the matter to binding arbitration for resolution. Any such arbitration shall be before a single neutral arbitrator under the American Arbitration Association’s (“AAA”’s) expedited arbitration rules, which arbitrator will shall be mutually agreeable to both Parties and have significant expertise on the subject matter to be decided (provided that if the Parties have not mutually agreed on such arbitrator within fifteen (15) Business Days [***] after the applicable demand for arbitration, the AAA will shall designate such arbitrator), such arbitration to be concluded and the arbitrator’s award to be rendered within sixty (60) days [***] of the applicable demand for arbitration. The sole issue to be decided in the arbitration will shall be whether the entry into such Licensing Transaction by Stealth PB would have a substantial likelihood of having a Material Impact. In the event the arbitrator agrees with the Majority InvestorsSFJ, Stealth will PB shall not be entitled to enter into such Licensing Transaction unless Stealth makes the Buyout Payment referenced in clause (a) of this Section 2.11Transaction. In the event the arbitrator agrees with StealthPB, Stealth will PB shall be entitled to enter into the Licensing Transaction and this Agreement shall continue in full force and effectTransaction; [***], and, [***].

Licensing Transactions. Stealth shall send a Licensing Transaction Notice the Investors in respect of each applicable transaction and will not, without the Majority Investors’ prior written consent, enter Prior to entering into a Licensing Transaction unless such Licensing Transaction is an Excluded Licensing Transaction (in which case such prohibition will not apply and no such consent of Investors will be required); provided that the Majority Investors will only be entitled to withhold such consent as to a Licensing Transaction other than an Excluded Licensing Transaction in any of the event Major Market Countries, Alnylam will provide Blackstone with written notice of such proposed Licensing Transaction that includes a non-binding term sheet or comparable document summarizing the Majority Investors reasonably determine material terms of the such proposed Licensing Transaction to the JSC; provided, however, that Stealth entering into Alnylam may redact or withhold such information in its reasonable discretion to protect proprietary or competitively sensitive information, or any information protected by attorney-client or other similar privilege. If Blackstone believes that such Licensing Transaction would have [***] (a substantial likelihood of materially adversely impacting Stealth’s ability to pay any of the Success Payments (“Material Impact”), Blackstone will provide a written notice to Alnylam with respect thereto that sets forth the basis for Blackstone’s belief as to a Material Impact within [***] of Blackstone’s receipt of Alnylam’s written notice with respect to such Licensing Transaction in accordance with this Section 3.7. The Executive Officers will promptly confer to discuss such dispute. If the Majority Investors so determine, Executive Officers are unable to resolve such dispute within [***] of the Majority Investors shall provide Stealth with date of Alnylam’s receipt of Blackstone’s written notice (an “Objection Notice”) of their determination within ten (10) Business Days of Stealth’s Licensing Transaction Notice. If the Majority Investors do not provide an Objection Notice within such ten (10) Business Day periodunder this Section 3.7, then the Majority Investors shall be deemed to have consented to the applicable Licensing Transaction and all obligations of Stealth under this Section 2.11 shall terminate. If Stealth disagrees with the Majority Investors’ determination that the proposed Licensing Transaction would have a Material Impact, then Stealth (a) shall have the right and option to make a Buyout Payment, which option shall be exercised by written notice delivered to the Investors setting forth the amount of the applicable Buyout Payment, the proposed date of closing (which shall occur prior to or concurrently with Stealth’s entering into such Licensing Transaction) and the calculation of the applicable Buyout Payment, which dispute will be equal to ninety five percent (95%) of the applicable Buyout Amount, or (b) may submit the matter submitted to binding arbitration for resolution. Any such arbitration shall be resolution before a single neutral arbitrator under the American Arbitration Association’s (“AAA”) expedited arbitration rules, which arbitrator will be mutually agreeable to both Parties and have significant expertise on the subject matter to be decided (provided that if the Parties have not mutually agreed on such arbitrator within fifteen (15) Business Days [***] after the applicable demand submission of such dispute for arbitration, the AAA will designate such arbitrator), such arbitration to be concluded and the arbitrator’s award to be rendered within sixty (60) days [***] of the applicable demand submission of the dispute for arbitration. The sole issue to be decided in the arbitration will be whether the entry into such Licensing Transaction by Stealth Alnylam would have a substantial likelihood of having a Material Impact. In the event the arbitrator agrees with the Majority Investors, Stealth will not be entitled to enter into determines that such Licensing Transaction unless Stealth makes the Buyout Payment referenced by Alnylam would have a substantial likelihood of having a Material Impact, Blackstone may within [***] exercise its right to terminate this Agreement under Section 13.3.5, provided that if Blackstone elects to continue this Agreement or does not exercise its right to terminate under Section 13.3.5, this Agreement will remain in clause (a) of this Section 2.11full force and effect without modification. In the event the arbitrator agrees with Stealth, Stealth will be entitled to enter into the determines that such Licensing Transaction and by Alnylam would not have a substantial likelihood of having a Material Impact, this Agreement shall continue will remain in full force and effecteffect without modification.