Common use of Out-Licenses Clause in Contracts

Out-Licenses. (a) Seller shall not grant to any Third Person any exclusive right or license under the Product IP without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. (b) Seller shall not enter into in any Out-License that would expressly allow a Third Person to use such Intellectual Property to develop or commercialize a product competitive with Products. (c) Notwithstanding anything in Section 4.4(a) to the contrary, Seller may enter into an Out-License without the prior written consent of Purchaser if Seller complies with the following provisions: (i) Seller shall include in such Out-License provisions requiring the counterparty to calculate and report on Product Net Sales in sufficient detail to permit Seller to meet its reporting obligations under Section 2.6 and its payment obligations under this Agreement. (ii) Seller shall promptly provide Purchaser with (A) an executed copy of such Out-License, (B) executed copies of each material amendment, supplement, modification or waiver of any provision of such Out-License, and (C) copies of all material reports provided to Seller by the counterparty to such Out-License. (iii) Seller shall provide Purchaser prompt written notice of the counterparty’s material breach of its obligations under such Out-License of which any of the individuals named in the definition of “Knowledge” as it relates to Seller becomes aware. (iv) Seller shall provide Purchaser with written notice following the termination of such Out-License. (d) Notwithstanding anything in this Section 4.4 to the contrary, Seller shall have the right to enter into, amend and terminate any Permitted Agreements in its sole discretion without the prior consent of, or any notice to, Purchaser.

Out-Licenses. (a) Seller shall Subject to compliance with this Section 5.10, the Sellers may grant, at its sole discretion, licenses, covenants not grant to xxx, or other similar rights to any Affiliate or Third Person Party (each, a “Permitted Licensee”) with respect to all or a portion of the Intellectual Property Rights or Related Patent Rights including to develop, manufacture, promote, market, use, sell, offer for sale or import any exclusive right Product or license under Related Product in all or any portion of the Product IP world without the prior written Buyer’s consent (any agreement granting any of Purchaserthe foregoing rights, such consent not to be unreasonably withheld, conditioned or delayeda “Permitted License”). (b) Seller The Sellers shall not enter into promptly (and in any Out-License that would expressly allow a Third Person to use such Intellectual Property to develop or commercialize a product competitive event within seven (7) Business Days) provide the Buyer with Products. (c) Notwithstanding anything in Section 4.4(a) to the contrary, Seller may enter into an Out-License without the prior written consent of Purchaser if Seller complies with the following provisions: (i) Seller shall include in such Out-License provisions requiring the counterparty to calculate and report on Product Net Sales in sufficient detail to permit Seller to meet its reporting obligations under Section 2.6 and its payment obligations under this Agreement. (ii) Seller shall promptly provide Purchaser with (A) an executed copy of such Out-License, (B) executed copies of each material executed Out-License, and (ii) executed copies of each amendment, supplement, modification or written waiver of any provision of such an Out-License, which, in each case, may be redacted to remove any information not related to the Acquired Intangibles. (c) The Sellers shall use commercially reasonable efforts to include in all Out-Licenses provisions (i) permitting the Sellers to audit such counterparty on terms and conditions consistent in all material respects with the Buyer’s rights to audit the Sellers set forth in Section 5.4 and (Cii) copies of all material reports provided to Seller by requiring the counterparty to such any Out-LicenseLicense to keep books and records in accordance with the requirements of the Sellers and its Affiliates set forth in Section 5.4, (iii) requiring the counterparty to any Out-License to provide the Sellers with notice of any infringement of the Patent Rights to enable the Sellers to fulfill their respective requirements under Section 5.5, (iv) requiring the counterparty to any Out-License to provide the requisite information regarding its Net Sales of any Product or Related Product to allow the calculation of such Net Sales in accordance with the definition of Net Sales contained in this Agreement; and (v) requiring the counterparty to any Out-License to keep books and records and deliver reports of any Net Sales of any Product or Related Product. (iiid) Seller The Sellers shall provide Purchaser the Buyer prompt written notice within seven (7) Business Days of the any counterparty’s material breach of its obligations under such any Out-License of which any of the individuals named in the definition of “KnowledgeKnowledge of the Sellers” as it relates to Seller becomes aware, to the extent such material breach is directly related to the Buyer’s rights or Sellers’ obligations under this Agreement. (ive) Seller The Sellers shall provide Purchaser the Buyer with written notice following the termination of such any Out-License. (d) Notwithstanding anything in this Section 4.4 to the contrary, Seller shall have the right to enter into, amend and terminate any Permitted Agreements in its sole discretion without the prior consent of, or any notice to, Purchaser.

Out-Licenses. (a) The Seller may grant, at its sole discretion, Out-Licenses to any Affiliate or Third Party in all or any portion of the world without the Buyer’s consent; provided that such Out-License shall not assign or otherwise convey title to or impose any Lien (other than customary customs, purchase money warehousemen’s and similar Liens on inventory, in each case, in the ordinary course of business), in favor of any Third Party on any Product Rights, Product Assets or the Revenue Participation Right, other than the grant of the license or sublicense (including the right to exercise Seller’s rights under any associated upstream license to the Seller) to the Licensee; and provided, further, that if the Buyer exercises the Additional Investment Opt-In Right, the Seller may not grant an Out-License in the United States to any Third Person any exclusive right or license under the Product IP Party other than a Permitted Licensee without the Buyer’s prior written consent of Purchaser, such consent (not to be unreasonably withheld, conditioned or delayed). (b) The Seller shall use Specified Efforts to comply in all material respects with its obligations under any material Out-Licenses it enters into and shall not enter into intentionally take any action or forego any action that would reasonably be expected to result in a material breach thereof. Promptly, and in any event within [ * ] Business Days, after receipt of any (written or oral) notice from a counterparty to any material Out-License that would expressly allow a Third Person to use such Intellectual Property to develop or commercialize a product competitive with Products. (c) Notwithstanding anything in Section 4.4(a) to the contrary, Seller may enter into its Affiliates of an Out-License without the prior written consent of Purchaser if Seller complies with the following provisions: (i) Seller shall include in such Out-License provisions requiring the counterparty to calculate and report on Product Net Sales in sufficient detail to permit Seller to meet its reporting obligations alleged material breach under Section 2.6 and its payment obligations under this Agreement. (ii) Seller shall promptly provide Purchaser with (A) an executed copy of such any material Out-License, (B) executed copies of each material amendment, supplement, modification or waiver of any provision of such Out-License, and (C) copies of all material reports provided to Seller by the counterparty to such Out-License. (iii) Seller shall provide Purchaser the Buyer a copy thereof. The Seller shall use Specified Efforts to cure any material breaches by it under any material Out- License and shall give written notice to the Buyer upon curing any such breach. The Seller shall provide the Buyer prompt written notice within [ * ] Business Days of the any counterparty’s material breach of its obligations under such any material Out-License of which any of the individuals named in the definition of “KnowledgeKnowledge of the Seller” as it relates to Seller becomes aware, to the extent such material breach is directly related to the Buyer’s rights or Seller’s obligations to Buyer under this Agreement. The Seller shall not amend or modify in any material respect, terminate, or assign any Out-License which amendment, modification, termination or assignment would reasonably be expected to have a Material Adverse Effect without the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed). (ivc) The Seller shall include in all Out-Licenses provisions permitting the Seller to audit such licensee and shall use [ * ] to include terms and conditions consistent in all material respects with the Buyer’s rights to audit the Seller set forth in Section 5.4. (d) The Seller shall provide Purchaser the Buyer with written notice following the termination of such any Out-License. (de) Notwithstanding anything Promptly (and in any event within [ * ] Business Days), the Seller shall provide the Buyer with (i) true, correct and complete copies of each Out-License executed after the date hereof, and (ii) true, correct and complete copies of each material amendment, supplement, modification to, or written waiver under, an Out-License. All materials delivered by the Seller to the Buyer pursuant to this Section 4.4 5.9(e) shall be the Confidential Information of Seller and subject to the contraryobligations of confidentiality set forth in Article 8. The Seller may redact or otherwise exclude from any of the foregoing (x) any information, the redaction or exclusion of which is reasonably required to comply with applicable laws (including those related to patient information and privacy laws) and (y) any information that does not relate to the Revenue Participation Right, the Patent Rights or the Product, to the extent required by any obligations of confidentiality to any Third Party; provided that the Seller shall have provide to the right Buyer a reasonable summary of any information that is redacted to enter into, amend and terminate any Permitted Agreements in its sole discretion without the prior consent of, or any notice to, Purchaserextent permitted by such obligation.

Out-Licenses. (a) Seller The Parent shall not, and shall cause each Guarantor to not grant enter into an Out-License granting a license or sublicense of any Intellectual Property Right to any Third Person any exclusive right market, detail, promote, sell or license under secure reimbursement of a Product within the Product IP without Territory unless it has received the Buyer’s prior written consent of Purchaser, (such consent not to be unreasonably withheld, conditioned or delayed. (b) ). The Seller shall may not enter into in any an Out-License that would expressly allow with an Affiliate granting a Third Person to use such license or sublicense of any Intellectual Property Right to develop market, detail, promote, sell or commercialize secure reimbursement of a product competitive Product within the Territory unless it has received the Buyer’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Subject to compliance with Products. (c) Notwithstanding anything in Section 4.4(a) to this ‎Section 6.7, the contrary, Seller may enter into an Out-License with a Third Party or enter into an agreement to research, develop or manufacture any Product in all or any portion of the world without the Buyer’s prior written consent consent; provided, that such license shall not assign or otherwise convey title to or impose any Lien (other than Permitted Liens) on any of Purchaser if Seller complies with the following provisions: Product Collateral, other than the grant of the license or sublicense thereunder, in favor of any Third Party (i) Seller shall include in any such Out-License provisions requiring the counterparty to calculate and report on Product Net Sales in sufficient detail to permit Seller to meet its reporting obligations under Section 2.6 and its payment obligations under this Agreementlicense, a “Permitted License”). (iib) The Seller shall promptly (and in any event within [***] Business Days) provide Purchaser the Buyer with (A) an executed copy of such Out-License, (Bi) executed copies of each material Out-License, and (ii) executed copies of each amendment, supplement, modification or written waiver of any material provision of such Out-License, and (C) copies of all material reports provided to Seller by the counterparty to such an Out-License. (iiic) The Seller shall include in all Out-Licenses (other than Existing Out-Licenses) provisions permitting the Seller to audit such Licensee and shall use commercially reasonable efforts to include terms and conditions consistent in all material respects with the Buyer’s rights to audit the Seller set forth in ‎Section 6.4. (d) The Seller shall provide Purchaser the Buyer prompt (and in any event within [***] Business Days) written notice of the counterpartya Licensee’s material breach of its obligations under such any Out-License of which any of the individuals named in the definition of “KnowledgeKnowledge of the Parent” as it relates to Seller (or the successors of such Person at the Seller) becomes aware. (ive) The Seller shall provide Purchaser the Buyer with written notice promptly (and in any event within [***] Business Days) following the termination of such any Out-License. (df) Notwithstanding anything in this Section 4.4 On or prior to the contraryTranche 1 Closing Date, Seller the Parent shall have the right cause Avadel Ireland to enter intointo an exclusive license with the Seller with respect to the Commercialization of Intellectual Property Product Rights in the United States. For as long as such license is in effect, amend the Parent shall own the Seller and terminate any Permitted Agreements in its sole discretion without the prior consent of, or any notice to, PurchaserAvadel Ireland as wholly-owned subsidiaries.

Out-Licenses. (a) Subject to compliance with this Section 6.8, the Seller shall not grant to any Third Person any exclusive right or license under the Product IP without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. (b) Seller shall not may enter into in any Out-License that would expressly allow with a Third Person to use such Intellectual Property to develop Party or commercialize a product competitive with Products. (c) Notwithstanding anything in Section 4.4(a) to the contrary, Seller may enter into an Outagreement to develop, co-License promote or Commercialize any Product in any territory for any fields of use or for all fields of use without the Buyer’s prior written consent consent, provided that such license shall not assign or otherwise convey title to or impose any Lien other than the grant of Purchaser if the license or sublicense, in favor of any Third Party. The Seller complies shall [***] provide the Buyer with the following provisions: (i) Seller shall include in such Out-License provisions requiring the counterparty to calculate and report on Product Net Sales in sufficient detail to permit Seller to meet its reporting obligations under Section 2.6 and its payment obligations under this Agreement. (ii) Seller shall promptly provide Purchaser with (A) an executed copy copies of such each Out-License, (Bii) executed copies of each material amendment, supplement, modification or written waiver of any material provision of such an Out-License, and (Ciii) copies of all material reports provided by or to the Seller by the counterparty or any of its Affiliates pursuant to such Out-Out- License. (iiib) [***]. The Seller shall provide Purchaser prompt the Buyer [***] written notice of the counterpartya Licensee’s material breach of its obligations under such any Out-License of which any of the individuals named in the definition of “Knowledge” as it relates to Seller becomes aware. (iv) . The Seller shall provide Purchaser the Buyer with written notice [***] following the termination of such any Out-License. (c) The Seller shall provide the Buyer [***] written notice of its receipt of Bayer’s notice to the Seller under Section 2.1 of the Bayer Agreement that Bayer wishes to pay the Clinical Trial and Manufacturing Activities Fee. Upon receipt of such notice, the parties hereto agree to [***] negotiate (i) an amendment to this Agreement to remove the rights and obligations with respect to OVAPRENE that are exclusively licensed to Bayer in the U.S. under Section 4.1 of the Bayer Agreement (including the removal of Net Sales of Bayer from the (d) Notwithstanding anything in this Section 4.4 The Seller shall use commercially reasonable efforts to obtain Bayer’s consent with respect to the contrary, transactions contemplated under the Bayer Traditional Royalty Purchase Agreement [***]. (e) The Seller shall have provide the right Buyer [***] written notice of the Seller executing a term sheet with a potential Licensee to enter intointo an exclusive Out-License with respect to SILDENAFIL. Upon receipt of such notice, amend the parties hereto agree to [***] negotiate (i) an amendment to this Agreement to remove the rights and terminate any Permitted Agreements obligations with respect to SILDENAFIL that are exclusively licensed to such Licensee (including the removal of Net Sales of such Licensee from the definition of “Net Sales” hereunder), and (ii) a new traditional royalty purchase agreement that includes such rights and obligations substantially in its sole discretion without the prior consent ofform of the Traditional Royalty Purchase Agreement, or any notice toincluding a new escrow agreement, Purchaserprovided that the percentage royalty acquired thereunder will be equal to the same royalty rate included herein and “Net Sales” shall be as defined in such exclusive Out-License, and provided further that all payments received by the Buyer under such traditional royalty purchase agreement(s) shall be included in the Aggregate Revenue Participation Right under this Agreement. In the event that the Seller enters into such exclusive Out-License, then the parties hereto agree to [***] enter into such amendment to this Agreement and such new traditional royalty purchase agreement, including a new escrow agreement, whereupon the payments payable by such Licensee will flow through such escrow agreement for the benefit of the Buyer, the Seller, and, if applicable, the counterparty to an In-License.

Out-Licenses. (a) Seller shall not grant to any Third Person any exclusive right or license under the Product IP without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. (b) Seller shall not enter into in any Out-License that would expressly allow a Third Person to use such Intellectual Property to develop or commercialize a product competitive with Products. (c) Notwithstanding anything in Section 4.4(a) to the contrary, Seller The Company may enter into an Out-License with a Third Party or enter into an agreement to research, develop or manufacture any Target Product in all or any portion of the world without the Buyer’s prior written consent consent; provided, that such license shall not assign or otherwise convey title to or impose any Lien with respect to any Target Products, other than the grant of Purchaser if Seller complies the license or sublicense or ordinary course contractual rights (such as rights of first offer, negotiation, etc.), in favor of any Third Party. (b) The Company shall reasonably promptly (and in any event by the Delivery Deadline) provide the Buyer with the following provisions: (i) Seller shall include in such reasonably redacted, executed copies of each Out-License provisions requiring the counterparty to calculate and report on Product Net Sales in sufficient detail to permit Seller to meet its reporting obligations under Section 2.6 and its payment obligations under this Agreement. (ii) Seller shall promptly provide Purchaser with (A) an executed copy of such Out-License, (B) reasonably redacted executed copies of each material amendment, supplement, modification or written material waiver of any provision of such Out-License, and (C) copies of all material reports provided with respect to Seller by the counterparty to such an Out-License. (iiic) Seller The Company shall use commercially reasonable efforts to ensure that each Out-License contains provisions permitting the Company to audit such Licensee on terms and conditions consistent in all material respects with the Buyer’s rights to audit the Company set forth in Section 6.3. (d) The Company shall provide Purchaser the Buyer with prompt written notice (and in any event by the Delivery Deadline) descriptions (in reasonable detail) of the counterpartyany Licensee’s material breach of its obligations under such any Out-License of which any a member of the individuals named in the definition of “Knowledge” as it relates to Seller Company’s executive team or senior legal counsel becomes aware. (iv) Seller . Promptly, and in any event by the Delivery Deadline, the Company shall provide Purchaser with a copy of any written notice following the termination (or a summary of such any oral notice of which it is aware) from a counterparty to any Out-Licensee or its Affiliates of an asserted material breach under any Out-License. (de) Notwithstanding anything The Company shall provide the Buyer with prompt (and in this Section 4.4 to any event by the contrary, Seller shall have Delivery Deadline) descriptions (in reasonable detail) of the right to enter into, amend and terminate termination of any Permitted Agreements in its sole discretion without the prior consent of, or any notice to, PurchaserOut-License.

Out-Licenses. (a) Seller shall not grant Subject to any Third Person any exclusive right or license under compliance with this Section 5.11, the Product IP without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. (b) Seller shall not enter into in any Out-License that would expressly allow a Third Person to use such Intellectual Property to develop or commercialize a product competitive with Products. (c) Notwithstanding anything in Section 4.4(a) to the contrary, Seller may enter into an Out-License (but not assign or otherwise convey title to) with a Third Party or enter into an agreement to research, develop or manufacture (each, a “Permitted Licensee”) with respect to all or a portion of the Intellectual Property Rights to develop, manufacture, promote, market, use, sell, offer for sale or import the Product in all or any portion of the world without the Buyer’s prior written consent of Purchaser if (any such license, a “Permitted License”). (b) The Seller complies shall promptly (and in any event within five (5) Business Days) provide the Buyer with the following provisions: (i) Seller shall include in such Out-License provisions requiring the counterparty to calculate and report on Product Net Sales in sufficient detail to permit Seller to meet its reporting obligations under Section 2.6 and its payment obligations under this Agreement. (ii) Seller shall promptly provide Purchaser with (A) an executed copy copies of such each executed Out-License, (Bii) executed copies of each material amendment, supplement, modification or written waiver of any provision of such an Out-License, License and (Ciii) copies of all material reports provided by the Seller to Seller the counterparty to each Out-License provided or provided in writing by the counterparty to such any Out-LicenseLicense to the Seller. (iiic) All Out-Licenses shall contain provisions permitting the Seller to audit such counterparty on terms and conditions consistent in all material respects with the Buyer’s rights to audit the Seller set forth in Section 5.4. (d) The Seller shall provide Purchaser the Buyer prompt written notice of the a counterparty’s material breach of its obligations under such any Out-License of which any the a member of the individuals named in the definition of “Knowledge” as it relates to Seller Seller’s executive team or senior legal counsel becomes aware. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (ive) The Seller shall provide Purchaser the Buyer with written notice following the termination of such any Out-License. (d) Notwithstanding anything in this Section 4.4 to the contrary, Seller shall have the right to enter into, amend and terminate any Permitted Agreements in its sole discretion without the prior consent of, or any notice to, Purchaser.

Out-Licenses. During the term of the Revenue Participation Right: (a) Seller Subject to compliance with this ‎Section 6.7, the Company, or any of its Affiliates, may enter into a new Out-License with a Third Party (each such Out-License that complies with this ‎Section 6.7, a “Permitted License”), provided, that any such Out-License that is a Commercialization License and grants, transfers or otherwise conveys rights to Commercialize a Product within [***] shall not grant be subject to any Third Person any exclusive right or license under the Product IP without the Payer’s prior written consent of Purchaser, such consent (not to be unreasonably unreasonably, withheld, conditioned conditioned, or delayed), unless the Licensee is [***] of at least (i) $[***] or (ii) $[***] with at least $[***] in [***] in the [***] prior to enter into such new Commercialization License. (b) Seller The Company shall not enter into promptly (and in any Out-License that would expressly allow a Third Person to use such Intellectual Property to develop or commercialize a product competitive event within [***]) provide the Payer with Products. (c) Notwithstanding anything in Section 4.4(a) to the contrary, Seller may enter into an Out-License without the prior written consent of Purchaser if Seller complies with the following provisions: (i) Seller shall include in such Out-License provisions requiring the counterparty to calculate and report on Product Net Sales in sufficient detail to permit Seller to meet its reporting obligations under Section 2.6 and its payment obligations under this Agreement. (ii) Seller shall promptly provide Purchaser with (A) an executed copy of such Out-License, (B) executed copies of each material Commercialization License, and (ii) executed copies of each amendment, supplement, modification or written waiver of any material provision of such Out-License, and (C) copies of all material reports provided to Seller by the counterparty to such Out-any Commercialization License. (iiic) Seller The Company shall include in all Commercialization Licenses provisions permitting the Company to audit such Licensee and shall use commercially reasonable efforts to include terms and conditions consistent in all material respects with the Payer’s rights to audit the Company set forth in ‎Section 6.4. (d) The Company shall provide Purchaser the Payer prompt (and in any event within [***]) written notice of the counterpartya Licensee’s material breach of its obligations under such Out-any Commercialization License of which any of the individuals named in the definition of “KnowledgeKnowledge of the Company” as it relates to Seller (or the successors of such Person at the Company) becomes aware. (ive) Seller The Company shall provide Purchaser the Payer with written notice promptly (and in any event within [***]) following the termination of such Out-any Commercialization License. (df) Notwithstanding anything The Payer acknowledges and agrees that in this Section 4.4 to the contrary, Seller shall have the right event that Company enters into (or plans to enter into, amend and terminate ) any Permitted Agreements License, the Payer shall, at the reasonable request of the Company, enter into non-disturbance and similar agreements in its sole discretion without a form reasonably acceptable to the prior consent of, Payer in connection with such Permitted License to the extent reasonably requested by the counter-party to such (or any notice to, Purchaserprospective counter-party) thereto.