Common use of Maintenance of License Agreement Clause in Contracts

Maintenance of License Agreement. The Seller shall comply in all material respects with its obligations under the License Agreement and shall not take any action or forego any action that would reasonably be expected to constitute a material breach thereof or default thereunder. Promptly, and in any event within [***] ([***]) Business Days, after receipt of any (written or oral) notice from Licensee of an alleged breach or default under the License Agreement, the Seller shall give notice thereof to the Buyer, including delivering the Buyer a copy of any such written notice or a detailed written summary of any such oral notice. The Seller shall consult with the Buyer regarding such alleged breach or default and shall act as reasonably instructed by the Buyer to cure any breaches or defaults and shall give written notice within [***] ([***]) Business Days to the Buyer upon curing any such breach or default. The Seller shall not without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and shall (if reasonably instructed by the Buyer) (i) forgive, release or compromise any amount owed to or becoming owed to the Seller under the License Agreement in respect of the Royalty or (ii) waive any obligation of, or grant any consent to, Licensee under, in respect of or related to the Royalty. The Seller shall not, without the Buyer’s written consent (to be granted or withheld in the Buyer’s sole discretion), enter into any new agreement or legally binding arrangement in respect of the Licensed Products or the Licensed Patents, except in connection with (i) an assignment of this Agreement in its entirety in accordance with Section 10.3 to an assignee permitted thereunder or (ii) a Seller Monetization Transaction that (x) is permitted by and undertaken in accordance with this Agreement and (y) would not otherwise adversely affect the ability of the Seller to perform any of its obligations hereunder.

Maintenance of License Agreement. The Seller shall comply in all material respects with its the Seller’s obligations under the License Agreement and shall not take any action or forego any action that would reasonably be expected to constitute a material breach thereof or default thereunder. Promptly, and in any event within [***] five ([***]5) Business Days, after receipt of any (written or oral) notice from Licensee the applicable counterparty thereto of an alleged breach or default by the Seller under the License Agreement, the Seller shall give notice thereof to the Buyer, including delivering the Buyer a copy of any such written notice or a detailed written summary of any such oral notice. The Seller shall consult After consultation with the Buyer regarding such alleged breach or default and shall act as reasonably instructed requested by the Buyer Buyer, the Seller shall use reasonable best efforts to cure any breaches or defaults by the Seller under the License Agreement and shall give written notice within [***] ([***]) Business Days to the Buyer upon curing any such breach or default. In connection with any dispute regarding an alleged breach or default by the Seller that is solely related to the Purchased Assets, involves a Licensed Patent (including patent term restoration, extension or adjustment, supplementary protection certificates and the like or any foreign equivalent), or could reasonably be expected (with or without the giving of notice or passage of time, or both) to have a Material Adverse Effect, the Seller shall employ such counsel, reasonably acceptable to the Seller, as the Buyer may select. The Seller shall not not, without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and shall (if reasonably instructed by of the Buyer) , (i) forgive, release or compromise any amount owed to or becoming owed to the Seller under the License Agreement in respect of the Royalty Purchased Receivables or (ii) waive any obligation of, or grant any consent to, the Licensee under, in respect of or related to the RoyaltyPurchased Assets. The Seller shall not, without the Buyer’s prior written consent of Buyer, exercise or enforce the Seller’s applicable rights under the License Agreement in any manner that would result in a breach of this Agreement or otherwise reasonably be expected (with or without the giving of notice or the passage of time, or both) to be granted or withheld in have a Material Adverse Effect. The Seller shall not, without the prior written consent of the Buyer’s sole discretion), enter into any new agreement or legally binding arrangement in respect of the Licensed Products or the Licensed Patents, except in connection with (i) an assignment of this Agreement in its entirety in accordance with Section 10.3 to an assignee permitted thereunder or (ii) a Seller Monetization Transaction that (x) is permitted by and undertaken in accordance with this Agreement and (y) would not otherwise adversely affect the ability of the Seller to perform any of its obligations hereunder.

Maintenance of License Agreement. The Seller Ultragenyx shall comply in all material respects with its obligations under the License Agreement and shall not take any action or forego any action that would reasonably be expected to constitute a material breach thereof or default thereunderthereof. Promptly, and in any event within [***] ([***]) Business Days, after receipt of any (written or oral) notice from Licensee of an alleged breach or default under the License Agreement relating, directly or indirectly, to the Royalty or to the Licensed Products in the Profit Share Territory or of other material breach by Ultragenyx under the License Agreement, the Seller Ultragenyx shall give written notice thereof to the Buyer, including delivering the Buyer a copy of any such written notice or a detailed written summary of notice. After consultation with Buyer and as Mutually Agreed, Ultragenyx shall use its reasonable best efforts to cure any such oral notice. The Seller shall consult with the Buyer regarding such alleged breach or default and shall act as reasonably instructed by it under the Buyer to cure any breaches or defaults License Agreement and shall give written notice within [***] ([***]) Business Days to the Buyer upon curing any such breach or default. The Seller shall not In connection with any dispute regarding an alleged breach that is related, directly or indirectly, to the Royalty or could reasonably be expected (with or without the Buyer’s prior written consent (not giving of notice or passage of time, or both) to be unreasonably withheldhave a Material Adverse Effect, conditioned or delayed) Ultragenyx shall employ such counsel, reasonably acceptable to Ultragenyx, as Buyer may select. Buyer and Ultragenyx shall (if reasonably instructed pay [***]% and [***]%, respectively, of the costs and expenses of such counsel in connection with any dispute regarding any such breach by the Buyer) Licensee, and Ultragenyx shall pay [***]% of the costs and expenses of such counsel in connection with any dispute regarding any such breach by Ultragenyx; provided that, for greater certainty, as between Buyer and Ultragenyx, Ultragenyx shall be solely responsible for all costs and expenses of counsel in connection with any dispute regarding a breach by Licensee to the extent relating to any jurisdiction other than the Profit Share Territory. Ultragenyx shall not, except as Mutually Agreed, (ia) forgive, release or compromise any amount owed to or becoming owed to the Seller Ultragenyx under the License Agreement in respect of the Royalty or (iib) waive any obligation of, or grant any consent to, the Licensee under, in respect of or related related, directly or indirectly, to the Royalty. The Seller Ultragenyx shall notnot exercise or enforce its applicable rights under the License Agreement, or omit to do so, in any manner that would reasonably be expected (with or without the Buyer’s written consent (to be granted or withheld in the Buyer’s sole discretion), enter into any new agreement or legally binding arrangement in respect giving of the Licensed Products notice or the Licensed Patentspassage of time, except in connection with (ior both) an assignment of this Agreement in its entirety in accordance with Section 10.3 to an assignee permitted thereunder or (ii) have a Seller Monetization Transaction that (x) is permitted by and undertaken in accordance with this Agreement and (y) would not otherwise adversely affect the ability of the Seller to perform any of its obligations hereunderMaterial Adverse Effect.

Maintenance of License Agreement. (a) The Seller shall comply in all material respects with its obligations under the License Agreement Spinraza Upstream Licenses, including compliance with all payment obligations to UMass and Cold Spring Harbor pursuant to the Spinraza Upstream Licenses, and shall not take any action or forego any action that would reasonably be expected to constitute a material breach thereof or default thereunder, except in each case as would not reasonably be expected (with or without the giving of notice or the passage of time) to have a Material Adverse Effect. Promptly, and in any event within [***] ([***]) Business Days, after receipt of any (written or oral) notice from Licensee UMass or Cold Spring Harbor, as the case may be, of an alleged breach or default under the UMass License Agreementor Cold Spring Harbor License that would reasonably be expected (with or without the giving of notice or passage of time, or both) to have a Material Adverse Effect, the Seller shall give notice thereof to the Buyer, including delivering the Buyer a copy of any such written notice or a detailed written summary of any such oral notice. The Seller shall (i) consult with the Buyer regarding any such alleged breach or default under the UMass License or Cold Spring Harbor License and shall consider in good faith Buyer’s comments and requests regarding Seller’s response to such breach or default, including any dispute thereof, (ii) thereafter act as reasonably instructed by the Buyer regarding such alleged breach or default, including in connection with any dispute thereof, and matters related thereto, and (iii) not take any action (or fail to cure take any breaches action) regarding any alleged breach or defaults and default that would reasonably be expected to result in a Material Adverse Effect. The Seller shall give written notice within [***] ([***]) Business Days to the Buyer upon curing or otherwise settling any such breach or default. The Seller shall not without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and shall (if reasonably instructed by the Buyer) (i) forgive, release or compromise any amount owed to or becoming owed to the Seller under the License Agreement in respect of the Royalty or (ii) waive any obligation of, or grant any consent to, Licensee under, in respect of or related to the Royalty. The Seller shall not, without the Buyer’s written consent (to be granted or withheld in the Buyer’s sole discretion), enter into any new agreement or legally binding arrangement in respect of the Licensed Products or the Licensed Patents, except in connection with (i) an assignment of this Agreement in its entirety in accordance with Section 10.3 to an assignee permitted thereunder or (ii) a Seller Monetization Transaction that (x) is permitted by and undertaken in accordance with this Agreement and (y) would not otherwise adversely affect the ability of the Seller to perform any of its obligations hereunder.

Maintenance of License Agreement. The Seller shall comply in all material respects with its obligations under the License Agreement and shall not take any action or forego any action that would reasonably be expected to constitute a material breach thereof or default thereunderthereof. Promptly, and in any event within [***] ([***]) Business Days, after receipt of any (written or oral) notice from Licensee of an alleged breach or default under the License Agreement relating to the Royalty or to the Licensed Products in the European Territory or of other material breach by the Seller under the License Agreement, the Seller shall give notice thereof to the Buyer, including delivering the Buyer a copy of any such written notice or a detailed written summary of any such oral notice. The Seller shall consult After consultation with the Buyer regarding and as Mutually Agreed, the Seller shall use its reasonable best efforts to cure any such alleged breach or default and shall act as reasonably instructed by it under the Buyer to cure any breaches or defaults License Agreement and shall give written notice within [***] ([***]) Business Days to the Buyer upon curing any such breach or default. In connection with any dispute regarding an alleged breach that is solely related to the Royalty or could reasonably be expected (with or without the giving of notice or passage of time, or both) to have a Material Adverse Effect, the Seller shall employ such counsel, reasonably acceptable to the Seller, as the Buyer may select. The Buyer shall pay the costs and expenses of such counsel in connection with any dispute regarding any such breach by the Licensee, and the Seller shall pay the costs and expenses of such counsel in connection with any dispute regarding any such breach by Seller. The Seller shall not without the Buyer’s prior written consent not, except as Mutually Agreed, (not to be unreasonably withheld, conditioned or delayed) and shall (if reasonably instructed by the Buyer) (ia) forgive, release or compromise any amount owed to or becoming owed to the Seller under the License Agreement in respect of the Royalty or (iib) waive any obligation of, or grant any consent to, the Licensee under, in respect of or related to the Royalty. The Seller shall not, not exercise or enforce its applicable rights under the License Agreement in any manner that would reasonably be expected (with or without the Buyer’s written consent (to be granted or withheld in the Buyer’s sole discretion), enter into any new agreement or legally binding arrangement in respect giving of the Licensed Products notice or the Licensed Patentspassage of time, except in connection with (ior both) an assignment of this Agreement in its entirety in accordance with Section 10.3 to an assignee permitted thereunder or (ii) have a Seller Monetization Transaction that (x) is permitted by and undertaken in accordance with this Agreement and (y) would not otherwise adversely affect the ability of the Seller to perform any of its obligations hereunderMaterial Adverse Effect.