Common use of Limitation of Obligations; Certain Covenants Clause in Contracts

Limitation of Obligations; Certain Covenants. 8.2.1 Notwithstanding anything to the contrary, nothing in this Agreement shall be deemed to have granted Unity or any of its sublicensees the right to develop, manufacture, distribute, sell or otherwise commercialize the Licensed Products in the Greater China. 8.2.2 Ascentage hereby covenants that it shall not develop, manufacture, distribute, sell or otherwise commercialize the Licensed Compound (including any Licensed Products containing the Licensed Compound) in the Greater China except through the China JVCO. In the event of a breach by Ascentage of its obligations under this Section 8.2.2, the [***] and [***] shall [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.2.3 Unity and Ascentage hereby covenant that they shall cooperate with respect to the establishment of the China JVCO, including without limitation by (a) initiating negotiation of the form agreements relating to the JVCO within [***] of the effective date of the Library Agreement, (b) using commercially reasonable efforts to reach agreement on such form agreements within [***] ([***]) [***] of the effective date of the Library Agreement, including ensuring that [***] and [***] devote at least [***] to such negotiations until such form agreements are agreed upon, and (c) signing the agreements for establishment of the China JVCO agreed upon by [***] and [***].

Appears in 3 contracts

Samples: Compound Library and Option Agreement (Unity Biotechnology, Inc.), Compound Library and Option Agreement (Unity Biotechnology, Inc.), Compound Library and Option Agreement (Unity Biotechnology, Inc.)

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Limitation of Obligations; Certain Covenants. 8.2.1 9.2.1 Notwithstanding anything to the contrary, nothing in this Agreement shall be deemed to have granted Unity or any of its sublicensees the right to develop, manufacture, distribute, sell or otherwise commercialize the Licensed Products in the Greater China. 8.2.2 9.2.2 Ascentage hereby covenants that it shall not develop, manufacture, distribute, sell or otherwise commercialize the Licensed Compound (including any Licensed Products containing the Licensed Compound) in the Greater China except through the China JVCO. In the event of a breach by Ascentage of its obligations under this Section 8.2.29.2.2, the [***] and [***] ], shall [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.2.3 9.2.3 Unity and Ascentage hereby covenant that they shall cooperate with respect to the establishment of the China JVCO, including without limitation by (a) initiating negotiation continuing discussions between [***] of Ascentage and Unity regarding the form agreements relating to the JVCO within [***] of the effective date of the Library AgreementJVCO, (b) using commercially reasonable efforts to reach agreement on such form agreements within [***] ([***]) [***] a reasonable amount of time after the effective date of the Library Agreement, including ensuring that [***] and [***] devote at least [***] to such negotiations until such form agreements are agreed uponEffective Date, and (c) signing the agreements for establishment of the China JVCO agreed upon by [***] of Ascentage and [***]Unity.

Appears in 1 contract

Samples: Compound License Agreement (Unity Biotechnology, Inc.)

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