Common use of OFAC Licenses Clause in Contracts

OFAC Licenses. (a) MPP represents that neither MPP nor, to the knowledge of MPP, any Affiliate, director, officer, or employee of MPP, is a Sanctions Target. (b) MPP agrees that it will not, with respect to the licensed intellectual property (including the Licensed Manufacturing Know-how), Licensed Compound and Licensed Products, engage in any transactions or dealings with or involving a Sanctions Target or a country or territory that is the target of US or EU country –wide or territory-wide Sanctions absent a license or other authorization from the relevant governmental authority, should such a license or other authorization be required. MPP shall convey such license or other authorization, if required and obtained to BMS prior to any such transactions or dealings. MPP also agrees that prior to, directly or indirectly, (i) making any Licensed Compound or any Licensed Product available to, or contracting for Product manufacture with, any Sanctions Target; or (ii) making any Licensed Compound or any Licensed Product available to, or contracting for Product manufacture in, a country or territory that is the target of country-wide or territory-wide Sanctions; it will obtain a license or other authorization, if required, either directly from the relevant government authority or cooperate with BMS to obtain such a license or other authorization in each case to permit MPP, its Sublicensees and BMS (as the ultimate licensor of the Licensed Product) to engage in transactions with a Sanctions Target or involving a country or territory that is the target of country-wide or territory-wide Sanctions; and in the event that performance of the License Agreement or any Sublicense Agreement by the MPP or its Sublicensees would (or might) in the reasonable opinion of BMS, breach, or expose BMS to potential liability under, any Sanctions or export control regime or any other similar laws of any jurisdiction (whether or not such Sanctions, controls or laws were in existence at the date of this Agreement and whether or not there have been any other changes in circumstance from those that existed at the date of this License Agreement or any Sublicense Agreement), BMS shall be entitled to immediately request that the MPP or its Sublicensees cease all shipments of Licensed Compound or Licensed Product into any country or territory that is the target of countrywide or territory-wide Sanctions, or if the Licensed Compound or Licensed Product is still within the custody and control of MPP, its Sublicensees or its respective agents or representatives to use its best efforts to remove such Licensed Compound or Licensed Product from any country or territory that is the target of countrywide or territory-wide Sanctions, or suspending the operation of such provisions of the License Agreement or relevant Sublicense Agreement(s) (including any supply provisions) which require or permit performance by any party where, in the reasonable opinion of BMS, such performance would result in a breach of, or expose BMS to potential liability under, any such Sanctions, controls or laws until, in the reasonable discretion of BMS, such time as all necessary approvals or licenses have been obtained to enable the License Agreement to continue in a lawful and compliant manner and without exposure to liability for BMS and, notwithstanding any provision of the License Agreement or any providing of the Sublicense Agreement(s), BMS shall not be obliged to pay any compensation to the other party or otherwise indemnify the other party in respect of any losses or costs which that other party may suffer or incur as a result of such suspension and/or termination.

OFAC Licenses. (a) MPP Sublicensee represents that neither MPP northat, to the knowledge of MPPits knowledge, neither Sublicensee nor any Affiliate, director, officer, or employee of MPPSublicensee, is a Sanctions Target. (b) MPP Sublicensee agrees that it will not, with respect to the licensed intellectual property (including the Licensed Manufacturing Know-how), Licensed Compound and Licensed Products, engage in any transactions or dealings with or involving a Sanctions Target or a country or territory that is the target of US or EU country –wide or territory-wide Sanctions absent a license or other authorization from the relevant governmental authority, should such a license or other authorization be required. MPP The Sublicensee shall convey such license or other authorizationauthorization to the MPP and BMS, if required and obtained to BMS obtained, prior to any such transactions or dealings. MPP Sublicensee also agrees that prior to, directly or indirectly, (i) making any Licensed Compound or any Licensed Product available to, or contracting for Product manufacture with, any Sanctions Target; or (ii) making any Licensed Compound or any Licensed Product available to, or contracting for Product manufacture in, a country or territory that is the target of country-wide or territory-wide Sanctions; it will obtain a license or other authorization, if required, either directly from the relevant government authority or cooperate with MPP and BMS to obtain such a license or other authorization in each case to permit MPP, its Sublicensees and BMS (as the ultimate licensor of the Licensed Product) Sublicensee to engage in transactions with a Sanctions Target or involving a country or territory that is the target of country-wide or territory-wide Sanctions; and in the event that performance of the License Agreement or any this Sublicense Agreement by the MPP or its Sublicensees Sublicensee would (or might) in the reasonable opinion of BMS, breach, or expose BMS to potential liability under, any Sanctions or export control regime or any other similar laws of any jurisdiction (whether or not such Sanctions, controls or laws were in existence at the date of this Agreement and whether or not there have been any other changes in circumstance from those that existed at the date of this License Agreement or any Sublicense Agreement), BMS shall be entitled to immediately request that the MPP or its Sublicensees Sublicensee cease all shipments of Licensed Compound or Licensed Product into any country or territory that is the target of countrywide or territory-wide Sanctions, or if the Licensed Compound or Licensed Product is still within the custody and control of MPP, its Sublicensees Sublicensee or its respective agents or representatives to use its best efforts to remove such Licensed Compound or Licensed Product from any country or territory that is the target of countrywide or territory-wide Sanctions, or suspending the operation of such provisions of the License Sublicense Agreement or relevant Sublicense Agreement(s) (including any supply provisions) which require or permit performance by any party where, in the reasonable opinion of BMS, such performance would result in a breach of, or expose BMS to potential liability under, any such Sanctions, controls or laws until, in the reasonable discretion of BMS, such time as all necessary approvals or licenses have been obtained to enable the License Sublicense Agreement to continue in a lawful and compliant manner and without exposure to liability for BMS and, notwithstanding any provision of the License Agreement or any providing of the Sublicense Agreement(s), BMS shall not be obliged to pay any compensation to the other party or otherwise indemnify the other party in respect of any losses or costs which that other party may suffer or incur as a result of such suspension and/or termination.

OFAC Licenses. (a) MPP GARDP represents that neither MPP GARDP nor, to the knowledge of MPPGARDP, any Affiliate, director, officer, or employee of MPPGARDP, is a Sanctions Target. (b) MPP GARDP agrees that it will not, with respect to the licensed intellectual property (including the Licensed Rights and the Licensed Manufacturing Know-how), Licensed Compound and Licensed ProductsProduct, engage in any transactions or dealings with or involving a Sanctions Target or a country or territory that is the target of US or EU country –country-wide or territory-wide Sanctions absent a license or other authorization from the relevant governmental authority, should such a license or other authorization be required. MPP GARDP shall convey such license or other authorization, if required and obtained obtained, to BMS Shionogi prior to any such transactions or dealings. MPP XXXXX also agrees that prior to, directly or indirectly, (i) making any Licensed Compound or any Licensed Product available to, or contracting for Licensed Product manufacture Manufacture with, any Sanctions Target; or (ii) making any Licensed Compound or any Licensed Product available to, or contracting for Licensed Product manufacture Manufacture in, a country or territory that is the target of country-wide or territory-wide Sanctions; it will obtain a license or other authorization, if required, either directly from the relevant government authority or cooperate with BMS Shionogi to obtain such a license or other authorization in each case to permit MPPGARDP, its Sublicensees Sublicensee, and BMS Shionogi (as the ultimate licensor of the Licensed Product) to engage in transactions with a Sanctions Target or involving a country or territory that is the target of country-country- wide or territory-wide Sanctions. If Shionogi is in agreement with the decision to try to obtain such license or other authorization (such decision to be made in Shionogi’s sole discretion), Shionogi shall provide reasonable assistance as requested by GARDP and as may be reasonably necessary to obtain the license or other authorization; and in the event that performance of the License Agreement or any Sublicense Agreement by the MPP GARDP or its Sublicensees Sublicensee would (or might) ), in the reasonable opinion of BMSShionogi, breach, or expose BMS Shionogi to potential liability under, any Sanctions or export control regime or any other similar laws of any jurisdiction (whether or not such Sanctions, controls controls, or laws were in existence at the date of this Agreement License Agreement, and whether or not there have been any other changes in circumstance from those that existed at the date Effective Date of this License Agreement or execution date of any Sublicense Agreement), BMS Shionogi shall be entitled to immediately request that the MPP GARDP or its Sublicensees (i) cease all shipments of Licensed Compound or Licensed Product into any country or territory that is the target of countrywide or territory-wide Sanctions, or (ii) if the Licensed Compound or Licensed Product is already in such country or territory but still within the custody and control of MPPGARDP, its Sublicensees or its respective agents or representatives representatives, to use its reasonable best efforts to remove such Licensed Compound or Licensed Product from any the country or territory that is the target of countrywide or territory-wide Sanctions, or suspending (iii) suspend the operation of such provisions of the License Agreement or relevant Sublicense Agreement(s) (including any supply provisions) which require or permit performance by any party whereeither Party or the Sublicensee which, in the reasonable opinion of BMSShionogi, such performance would result in a breach of, or expose BMS Shionogi to potential liability under, any such Sanctions, controls controls, or laws laws, until, in the reasonable discretion of BMSShionogi, such time as all necessary approvals or licenses have been obtained to enable the License Agreement to continue in a lawful and compliant manner and without exposure to liability for BMS and, notwithstanding Shionogi. Notwithstanding any provision of the License Agreement or any providing of the relevant Sublicense Agreement(s), BMS Shionogi shall not be obliged to pay any compensation to the other party GARDP or any Sublicensee or otherwise indemnify the other party them in respect of any losses or costs which that other party they may suffer or incur as a result of such suspension and/or termination. (c) GARDP and its Sublicensees shall not be required pursuant to this License Agreement or any Sublicense Agreement to conduct any activities or engage in any transactions or dealings that would be contrary to any, or expose them to any potential liability under, any Sanctions or export control regime or any other similar laws of any jurisdiction.

OFAC Licenses. (a) MPP Sublicensee represents that to its knowledge, neither MPP nor, to the knowledge of MPP, Sublicensee nor any Affiliate, director, officer, or employee of MPPSublicensee, is a Sanctions Target. (b) MPP Sublicensee agrees that it will not, with respect to the licensed intellectual property (including the Licensed Manufacturing Know-how), Licensed Compound and Licensed Products, engage in any transactions or dealings with or involving a Sanctions Target or a country or territory that is the target of US or EU country –wide or territory-wide Sanctions absent a license or other authorization from the relevant governmental authority, should such a license or other authorization be required. MPP The Sublicensee shall convey such license or other authorizationauthorization to the MPP and BMS, if required and obtained to BMS obtained, prior to any such transactions or dealings. MPP Sublicensee also agrees that prior to, directly or indirectly, (i) making any Licensed Compound or any Licensed Product available to, or contracting for Product manufacture with, any Sanctions Target; or (ii) making any Licensed Compound or any Licensed Product available to, or contracting for Product manufacture in, a country or territory that is the target of country-wide or territory-wide Sanctions; it will obtain a license or other authorization, if required, either directly from the relevant government authority or cooperate with MPP and BMS to obtain such a license or other authorization in each case to permit MPP, its Sublicensees and BMS (as the ultimate licensor of the Licensed Product) Sublicensee to engage in transactions with a Sanctions Target or involving a country or territory that is the target of country-wide or territory-wide Sanctions; and in the event that performance of the License Agreement or any this Sublicense Agreement by the MPP or its Sublicensees Sublicensee would (or might) in the reasonable opinion of BMS, breach, or expose BMS to potential liability under, any Sanctions or export control regime or any other similar laws of any jurisdiction (whether or not such Sanctions, controls or laws were in existence at the date of this Agreement and whether or not there have been any other changes in circumstance from those that existed at the date of this License Agreement or any Sublicense Agreement), BMS shall be entitled to immediately request that the MPP or its Sublicensees Sublicensee cease all shipments of Licensed Compound or Licensed Product into any country or territory that is the target of countrywide or territory-wide Sanctions, or if the Licensed Compound or Licensed Product is still within the custody and control of MPP, its Sublicensees Sublicensee or its respective agents or representatives to use its best efforts to remove such Licensed Compound or Licensed Product from any country or territory that is the target of countrywide or territory-wide Sanctions, or suspending the operation of such provisions of the License Sublicense Agreement or relevant Sublicense Agreement(s) (including any supply provisions) which require or permit performance by any party where, in the reasonable opinion of BMS, such performance would result in a breach of, or expose BMS to potential liability under, any such Sanctions, controls or laws until, in the reasonable discretion of BMS, such time as all necessary approvals or licenses have been obtained to enable the License Sublicense Agreement to continue in a lawful and compliant manner and without exposure to liability for BMS and, notwithstanding any provision of the License Agreement or any providing of the Sublicense Agreement(s), BMS shall not be obliged to pay any compensation to the other party or otherwise indemnify the other party in respect of any losses or costs which that other party may suffer or incur as a result of such suspension and/or termination.