Common use of Licensing Transactions Clause in Contracts

Licensing Transactions. PB shall have the right, without SFJ’s consent, to enter into any Excluded Licensing Transaction. PB shall not, without SFJ’s prior written consent, enter into a Licensing Transaction unless such Licensing Transaction is an Excluded Licensing Transaction (in which case such prohibition shall not apply and no such consent of SFJ shall be required); provided 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 PB with written notice of its determination within [***] of PB providing to SFJ a non-binding term sheet or comparable document summarizing the material terms of the proposed Licensing Transaction [***], that PB entering into such Licensing Transaction would [***] (“Material Impact”). If PB disagrees with SFJ’s determination, the matter shall be submitted to arbitration before a single neutral arbitrator under the American Arbitration Association’s (AAA’s) expedited arbitration rules, which arbitrator 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 [***] after the applicable demand for arbitration, the AAA shall designate such arbitrator), such arbitration to be concluded and the arbitrator’s award to be rendered within [***] of the applicable demand for arbitration. The sole issue to be decided in the arbitration shall be whether the entry into such Licensing Transaction by PB would have a substantial likelihood of having a Material Impact. In the event the arbitrator agrees with SFJ, PB shall not be entitled to enter into such Licensing Transaction. In the event the arbitrator agrees with PB, PB shall be entitled to enter into the Licensing Transaction; [***], and, [***].

Licensing Transactions. PB shall have the right, without SFJ’s consent, to enter into any Excluded Licensing Transaction. PB Apellis shall not, without 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 shall not apply and no such consent of SFJ shall be required); provided that 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 PB Apellis with written notice of its determination objection within [***] of PB Apellis providing to SFJ a non-binding term sheet or comparable document summarizing the material terms of the proposed Licensing Transaction [***]Transaction, that PB Apellis entering into such Licensing Transaction would [***] have a substantial likelihood of materially adversely impacting Apellis’ ability to timely pay or satisfy all of the Apellis Obligations (“Material Impact”). If PB Apellis disagrees with SFJ’s determination, the matter shall be submitted to arbitration before a single neutral arbitrator under the American Arbitration Association’s (AAA’s) expedited arbitration rules, which arbitrator 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 [***] after the applicable demand for arbitration, the AAA shall designate such arbitrator), such arbitration to be concluded and the arbitrator’s award to be rendered within [***] of the applicable demand for arbitration. The sole issue to be decided in the arbitration shall be whether the entry into such Licensing Transaction by PB Apellis would have a substantial likelihood of having a Material Impact. In the event the arbitrator agrees with SFJ, PB Apellis shall not be entitled to enter into such Licensing Transaction. In the event the arbitrator agrees with PBApellis, PB Apellis shall be entitled to enter into the Licensing Transaction; [***]provided that SFJ shall 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 Section 6.2.

Licensing Transactions. PB shall have the right, without SFJ’s consent, Prior to enter entering into any Excluded Licensing Transaction. PB shall not, without SFJ’s prior written consent, enter into a Licensing Transaction unless such Licensing Transaction is an Excluded Licensing Transaction (in which case such prohibition shall not apply and no such consent of SFJ shall be required); provided that SFJ shall only be entitled to withhold such consent as to a Licensing Transaction other than an Excluded Licensing Transaction in any of the event SFJ reasonably determinesMajor Market Countries, and provides PB Alnylam will provide Blackstone with written notice of its determination within [***] of PB providing to SFJ such proposed Licensing Transaction that includes a non-binding term sheet or comparable document summarizing the material terms of the such proposed Licensing Transaction [***]to the JSC; provided, however, that PB 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 [***] (a “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 PB disagrees with SFJthe Executive Officers are unable to resolve such dispute within [***] of the date of Alnylam’s determinationreceipt of Blackstone’s written notice under this Section 3.7, then the matter shall dispute will be submitted to binding arbitration for resolution before a single neutral arbitrator under the American Arbitration Association’s (“AAA’s”) expedited arbitration rules, which arbitrator shall 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 [***] after the applicable demand submission of such dispute for arbitration, the AAA shall will designate such arbitrator), such arbitration to be concluded and the arbitrator’s award to be rendered within [***] of the applicable demand submission of the dispute for arbitration. The sole issue to be decided in the arbitration shall will be whether the entry into such Licensing Transaction by PB Alnylam would have a substantial likelihood of having a Material Impact. In the event the arbitrator agrees with SFJ, PB shall not be entitled to enter into determines that such Licensing TransactionTransaction 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 full force and effect without modification. In the event the arbitrator agrees with PBdetermines that such Licensing Transaction by Alnylam would not have a substantial likelihood of having a Material Impact, PB shall be entitled to enter into the Licensing Transaction; [***], and, [***]this Agreement will remain in full force and effect without modification.

Licensing Transactions. PB Stealth shall have send a Licensing Transaction Notice the right, without SFJ’s consent, to enter into any Excluded Licensing Transaction. PB shall Investors in respect of each applicable transaction and will not, without SFJ’s 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 shall will not apply and no such consent of SFJ shall Investors will be required); provided that SFJ shall 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 SFJ the Majority Investors 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 material terms of the proposed Licensing Transaction [***], determine that PB 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 PB 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 SFJ’s determinationthe 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 submitted to arbitration before a single neutral arbitrator under the American Arbitration Association’s (“AAA’s”) expedited arbitration rules, which arbitrator shall 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 shall 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 shall will be whether the entry into such Licensing Transaction by PB Stealth would have a substantial likelihood of having a Material Impact. In the event the arbitrator agrees with SFJthe Majority Investors, PB shall Stealth will not be entitled to enter into such Licensing TransactionTransaction unless Stealth makes the Buyout Payment referenced in clause (a) of this Section 2.11. In the event the arbitrator agrees with PBStealth, PB shall Stealth will be entitled to enter into the Licensing Transaction; [***], and, [***]Transaction and this Agreement shall continue in full force and effect.