Oncothyreon and Array desire that the Original Agreement will be terminated and superseded by this Agreement as of the Effective Date.
Oncothyreon shall promptly notify Array of the grant of each Sublicense, and with respect to each Sublicense granted, shall provide Array with a copy of the final executed Sublicense, which Sublicense may be redacted to protect confidential information of the Sublicensee or to redact information related to any product other than the Product (but shall be sufficient, after such redactions, for Array to determine the scope of the licenses and sublicenses granted to such Sublicensee with respect to the Product and for Array to determine all payments to be made to Oncothyreon with respect to the Product under such Sublicense);
Oncothyreon. Inc (a company incorporated in the State of Delaware) (previously Biomira Inc) of 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 (Oncothyreon)
Oncothyreon. Canada has been duly incorporated and organized and is a validly subsisting corporation under the laws of Canada; + DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
Oncothyreon. Canada is a GST registrant and has a subsisting GST registration number of 106795784RT0001;
Oncothyreon. Canada is not a non-resident of Canada within the meaning of the Income Tax Act (Canada);
Oncothyreon is not a party to or bound by any guarantee, indemnification, surety or similar obligation pertaining to the Purchased Business;
Oncothyreon has provided EMD with copies of all analyses and monitoring data for soil, groundwater and surface water and all reports pertaining to any environmental assessments or audits relating to the Purchased Business that were obtained by, or are in the possession or control of, Oncothyreon;
Oncothyreon is not a party to or bound by any contract or commitment to pay any management fee pertaining to the Purchased Business;
Oncothyreon for itself and its Licensed Affiliates, irrevocably and unconditionally releases, waives and forever discharges STC, its directors, officers, and employees, University, its Regents, officers, and employees, Sandia, its directors, officers, and employees, and the Inventors, and their respective agents, representatives, successors, and assigns, and each of them, of and from any and all charges, complaints, grievances, actions, causes of action, suits, liabilities, obligations, promises, agreements, demands, controversies, rights, damages, costs, debts, losses, expenses (including attorneys’ fees and costs actually incurred and to be incurred), and any other claims, however denominated or characterized, in each case solely to the extent the relevant claim: (i) arose or arises under or relates to the License Agreement, the Licensed Patents under the License Agreement, or any publication related to the Licensed Patents authored, in whole or in part, by an Inventor that was published prior to the Effective Date; and, (ii) results from or which may result from any matter, transaction, circumstance, act, omission or conduct, which occurred or does or shall otherwise exist at or prior to the Effective Date. In addition, ONCOTHYREON waives and releases University and STC from any duties or obligations under Section 7 of the Sponsored Research Agreement, specifically including the grant of any nonexclusive licenses and options or rights of first refusal with respect to any invention first conceived or reduced to practice under the Sponsored Research Agreement. The Sponsored Research Agreement will expire as of July 3, 2016 ONCOTHYREON acknowledges that all obligations of University to ONCOTHYREON have been performed under such agreement and ONCOTHYREON waives any claims it may have against University under the Sponsored Research Agreement. University acknowledges that all obligation of ONCOTHYREON to University have been performed under such agreement and University waives any claims it may have against ONCOTHYREON under the Sponsored Research Agreement.
