Common use of Licensor Covenants Clause in Contracts

Licensor Covenants. (i) Licensor covenants and agrees to take all actions (or, as applicable, refrain from taking such actions) within its control that are necessary in order to enable Licensee to satisfy its obligations to PM under PM License to the extent that it is commercially impractical for Licensee and/or KBIG to satisfy those obligations themselves. Notwithstanding the foregoing provision of this Section 5(c)(i) to the contrary, if Licensor’s performance of any obligation pursuant to this covenant requires substantial additional time or capital commitments outside of Licensor’s ordinary course of business (including, but not limited to, additional staffing, and materials and equipment), Licensor may reasonably condition its performance of such obligation on Licensee’s agreement to reimburse Licensor for fifty percent (50.0%) of the cost of such additional commitments as an operating expense from the income of Licensee (and not as part of Adjusted Royalty Payments), which if approved by Licensee (such approval not to be unreasonably withheld, conditioned, or delayed), shall be timely paid pursuant to the terms of such agreement (and, in any event, within thirty (30) days after Licensee receives reasonable documentation evidencing such operating expenses). (ii) Licensor shall promptly notify the Licensee in writing of: (A) any infringement claim or challenge to the Licensed IP or the KBI Branding of which Licensor becomes aware; or (B) any claim or lawsuit of which Licensor becomes aware that would affect or reasonably affect the Licensed IP or the KBI Branding. (iii) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall require Licensor to disclose [***] or any material information relating thereto in any manner, except in the manner required by clause 3.3 of the PM License. (iv) Licensor shall not be obligated under Sections 5(c)(i) during any period of time when Licensee is in material breach of its obligations set forth in Section 4 or that Section 5(c)(i) after receipt of written notice from Licensor and fifteen (15) days’ opportunity to cure. (v) Licensor covenants and agrees to take all actions necessary to facilitate [***] for use permitted by the PM License, either to PM or to PM’s designated manufacturers, in the manner required by clause 3.5 of the PM License; provided, however, that in no event shall Licensor be required to [***] except where otherwise required by Section 5(c)(iii). (vi) Licensor covenants and agrees that it will not knowingly take any action (unless otherwise required by this Section 5(c)) that would cause any of the representations and warranties set forth in Section 5(a) to become untrue in any material respect as if they were made at the time of such action, to the extent such action causes, or is reasonably likely to cause, any material liability, loss, or damage of or to Licensee in respect of the PM License.

Licensor Covenants. (i) Licensor covenants and agrees that (i) it shall pay all sums due under the Lease as and when due, and shall not do or fail to take all actions do anything which would result in a default under the Lease or cause the Lease to be terminated (orexcluding, as applicablehowever, refrain from taking such actionsif arising out of any action, inaction or default of this License by Licensee), (ii) it will not amend, modify, terminate, surrender or cancel the Lease or Licensor’s rights and estates thereunder, in each case, without Licensee’s prior written consent, unless pursuant to a termination or cancellation right stated in the Lease, and (iii) within its control that are necessary in order five (5) business days following receipt thereof (or prior to enable sending any response to Landlord, if sooner), it shall deliver to Licensee to satisfy its obligations to PM under PM License a true, correct and complete copy of any written notice or demand received from Landlord relating to the extent that it is commercially impractical for Licensee and/or KBIG to satisfy those obligations themselvesLicensed Premises. Notwithstanding the foregoing provision of this Section 5(c)(i) Further, and notwithstanding anything contained herein to the contrary, on the request of Licensee, Licensor shall make a written demand on Landlord to perform its obligations under the Lease with respect to the Licensed Premises if Licensor’s Landlord fails to perform same within the time frame and in the manner required under the Lease; it being agreed that Licensee and Licensor shall cooperate with each other in seeking to obtain the performance of Landlord under the Lease. If Landlord shall default in any obligation pursuant of its obligations with respect to the Licensed Premises, or there shall exist a bona fide dispute with Landlord under the terms, covenants, conditions, provisions and agreements of this covenant requires substantial additional time License and/or the Lease and Licensee notifies Licensor in writing that Licensee has previously notified Landlord of such dispute and that such default or capital commitments outside of Licensornotice has been disregarded or not reasonably satisfactorily acted upon, then upon Licensee’s ordinary course of business (written request Licensor shall use reasonable efforts to enforce its rights under the Lease for Licensee’s benefit, including, but not limited to, additional staffinggiving notices, claims and materials demands to and equipment), Licensor may reasonably condition its performance of such obligation on Licensee’s agreement to reimburse Licensor for fifty percent (50.0%) of the cost of such additional commitments as an operating expense from the income of Licensee (and not as part of Adjusted Royalty Payments), which if approved by Licensee (such approval not to be unreasonably withheld, conditioned, or delayed), shall be timely paid pursuant to the terms of such agreement (and, in any event, within thirty (30) days after Licensee receives reasonable documentation evidencing such operating expenses). (ii) Licensor shall promptly notify the Licensee in writing of: (A) any infringement claim or challenge to the Licensed IP or the KBI Branding of which Licensor becomes aware; or (B) any claim or lawsuit of which Licensor becomes aware that would affect or reasonably affect the Licensed IP or the KBI Branding. (iii) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall require Licensor to disclose [***] or any material information relating thereto in any mannerLandlord, except in the manner required by clause 3.3 of the PM License. (iv) that Licensor shall not be obligated under Sections 5(c)(i) during required to commence any period of time when Licensee is in material breach of its obligations set forth in Section 4 legal proceedings or that Section 5(c)(i) after receipt of written notice from Licensor and fifteen (15) days’ opportunity to cure. (v) Licensor covenants and agrees to take all actions necessary to facilitate [***] for use permitted by the PM License, either to PM arbitration or to PM’s designated manufacturers, in terminate the manner required by clause 3.5 of the PM License; provided, however, that in no event shall Licensor be required to [***] except where otherwise required by Section 5(c)(iii)Lease. (vi) Licensor covenants and agrees that it will not knowingly take any action (unless otherwise required by this Section 5(c)) that would cause any of the representations and warranties set forth in Section 5(a) to become untrue in any material respect as if they were made at the time of such action, to the extent such action causes, or is reasonably likely to cause, any material liability, loss, or damage of or to Licensee in respect of the PM License.

Licensor Covenants. In addition to any covenants made by Licensor elsewhere in this Agreement, Licensor hereby covenants to Licensee that during the Term: (a) Licensor will not grant any Third Party any license or other right with respect to any Compound, Product or Licensor Technology in derogation of the license and rights granted to Licensee hereunder; (b) Licensor shall not amend or waive, or take any action or omit to take any action that would alter, any of Licensor’s rights under the UM Waiver Agreement in any manner that adversely affects, or would reasonably be expected to adversely affect, Licensee’s rights under this Agreement. Notwithstanding the foregoing, the Parties agree that if the following provisions of the UM Waiver Agreement survive amendment, waiver or termination thereof, or default thereunder, then such amendment, waiver, termination or default will not be deemed a breach of this covenant or of this Agreement (and in addition, Licensor agrees to exercise its rights under the following provisions of the UM Waiver Agreement by consensus with Licensee): (i) Licensor covenants Section E.1 and agrees Section E.2 of the UM Waiver Agreement’s section on BACKGROUND AND CERTAIN AGREEMENTS REGARDING PATENT APPLICATIONS, relating to take all actions bifurcation of patent rights and coordination in respect of intended filings under International Patent Application No. [***]; and (or, as applicable, refrain from taking such actionsii) within its control that are necessary in order to enable Licensee to satisfy its obligations to PM under PM License to the extent that it is commercially impractical for Licensee and/or KBIG to satisfy those obligations themselves. Notwithstanding the foregoing provision of this Section 5(c)(i) to the contrary, if Licensor’s performance of any obligation pursuant to this covenant requires substantial additional time or capital commitments outside of Licensor’s ordinary course of business (including, but not limited to, additional staffing, and materials and equipment), Licensor may reasonably condition its performance of such obligation on Licensee’s agreement to reimburse Licensor for fifty percent (50.0%12.2(c)(ii) of the cost UM Waiver Agreement, providing that under no circumstances will there occur a return or reassignment to UM of such additional commitments Licensor Patent Rights or any other rights acknowledged by the UM Waiver Agreement as an operating expense from the income of Licensee (and not as part of Adjusted Royalty Payments), which if approved having been assigned by Licensee (such approval not to be unreasonably withheld, conditioned, or delayed), shall be timely paid pursuant to the terms of such agreement (UM; and, in any event, within thirty (30) days after Licensee receives reasonable documentation evidencing such operating expenses). (iic) Licensor shall promptly notify Licensee of the Licensee in writing of: (A) receipt or delivery of any infringement claim or challenge to the Licensed IP or the KBI Branding notice of which Licensor becomes aware; or (B) any claim or lawsuit of which Licensor becomes aware that would affect or reasonably affect the Licensed IP or the KBI Branding. (iii) Notwithstanding anything to the contrary set forth in this Agreementdefault under, nothing in this Agreement shall require Licensor to disclose [***] or any material information relating thereto in any mannertermination or amendment of, except in the manner required by clause 3.3 of the PM LicenseUM Waiver Agreement. (iv) Licensor shall not be obligated under Sections 5(c)(i) during any period of time when Licensee is in material breach of its obligations set forth in Section 4 or that Section 5(c)(i) after receipt of written notice from Licensor and fifteen (15) days’ opportunity to cure. (v) Licensor covenants and agrees to take all actions necessary to facilitate [***] for use permitted by the PM License, either to PM or to PM’s designated manufacturers, in the manner required by clause 3.5 of the PM License; provided, however, that in no event shall Licensor be required to [***] except where otherwise required by Section 5(c)(iii). (vi) Licensor covenants and agrees that it will not knowingly take any action (unless otherwise required by this Section 5(c)) that would cause any of the representations and warranties set forth in Section 5(a) to become untrue in any material respect as if they were made at the time of such action, to the extent such action causes, or is reasonably likely to cause, any material liability, loss, or damage of or to Licensee in respect of the PM License.

Licensor Covenants. Licensor covenants to Company that: (a) Licensor shall fulfill all of its obligations, including but not limited to its payment obligations, under each Existing Third Party Agreement; (b) Licensor shall fulfill all of its obligations, including but not limited to its payment obligations, under each Supply Agreement that related to periods prior to the effectuation or assignment to Company of any such agreement; (c) Licensor shall fulfill all of its obligations, including but not limited to its payment obligations, under any Third Party License Agreement; (d) Licensor shall not amend or waive, or take any action or omit to taking any action that would alter, any of Licensor’s rights under any Existing Third Party Agreement, Third Party License Agreement or Supply Agreement in any manner that adversely affects, or would reasonably be expected to adversely affect, Company’s rights and benefits under this Agreement. Licensor shall promptly notify Company of any default under, termination or amendment of, any Third Party License Agreement or Supply Agreement; and (e) with respect to each Supply Agreement that is to be assigned to Company hereunder, until such time as such Supply Agreement has been assigned to, and assumed by, Company, (i) Licensor covenants and agrees shall not amend or terminate such Supply Agreement, or waive, or take any action or omit to take all actions (orany action that would alter, as applicable, refrain from taking such actions) within its control that are necessary in order to enable Licensee to satisfy its obligations to PM under PM License to the extent that it is commercially impractical for Licensee and/or KBIG to satisfy those obligations themselves. Notwithstanding the foregoing provision of this Section 5(c)(i) to the contrary, if Licensor’s performance of any obligation pursuant to this covenant requires substantial additional time or capital commitments outside of Licensor’s ordinary course of business (including, but not limited to, additional staffingrights under any Supply Agreement, and materials and equipment), Licensor may reasonably condition its performance of such obligation on Licensee’s agreement to reimburse Licensor for fifty percent (50.0%) of the cost of such additional commitments as an operating expense from the income of Licensee (and not as part of Adjusted Royalty Payments), which if approved by Licensee (such approval not to be unreasonably withheld, conditioned, or delayed), shall be timely paid pursuant to the terms of such agreement (and, in any event, within thirty (30) days after Licensee receives reasonable documentation evidencing such operating expenses). (ii) Licensor shall promptly notify Company of any default under, or termination or amendment of, any Supply Agreement. In the Licensee in writing of: (A) case of any infringement claim or challenge to the Licensed IP or the KBI Branding of which default by Licensor becomes aware; or (B) any claim or lawsuit of which Licensor becomes aware that would affect or reasonably affect the Licensed IP or the KBI Branding. (iii) Notwithstanding anything to the contrary set forth in this under a Supply Agreement, nothing in this Agreement shall require Licensor to disclose [***] or any material information relating thereto in any manner, except in the manner required by clause 3.3 of the PM License. (iv) Licensor shall not be obligated under Sections 5(c)(i) during any period of time when Licensee is in material breach of its obligations set forth in Section 4 or that Section 5(c)(i) after receipt of written notice from Licensor and fifteen (15) days’ provide Company a reasonable opportunity to curecure such default. (v) Licensor covenants and agrees to take all actions necessary to facilitate [***] for use permitted by the PM License, either to PM or to PM’s designated manufacturers, in the manner required by clause 3.5 of the PM License; provided, however, that in no event shall Licensor be required to [***] except where otherwise required by Section 5(c)(iii). (vi) Licensor covenants and agrees that it will not knowingly take any action (unless otherwise required by this Section 5(c)) that would cause any of the representations and warranties set forth in Section 5(a) to become untrue in any material respect as if they were made at the time of such action, to the extent such action causes, or is reasonably likely to cause, any material liability, loss, or damage of or to Licensee in respect of the PM License.