PUBLICLY DISCLOSED. EXCLUSIVE LICENSE AGREEMENT This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of March 12, 2020 (the “Effective Date”) by and between Katmai Pharmaceuticals, Inc., a Delaware corporation having an address at 0000 Xxxxxxxxx Xxx., Xxxxxx Xxx Xxx, XX 00000 (“Katmai”), and Erasca, Inc., a Delaware corporation having an address at 10835 Road to the Cure #140, Xxx Xxxxx, XX 00000 (“Erasca”). Erasca and Katmai are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
PUBLICLY DISCLOSED. 8.2 All costs including VAT incurred from and after the Commencement Date until (and on) the date of expiry or the earlier termination of this Agreement in connection with the preparation, filing, prosecution, and maintenance of the Licenced Patent Rights shall be paid by [***] in Pound Sterling within [***] of receipt of [***] invoice for same (interest is chargeable on late payment in accordance with Clause 4.4.1).
PUBLICLY DISCLOSED. 6.3 The Party is under no obligation, restriction or limitation, contractual, administrative, judicial, or otherwise, to any other individual, entity, or governmental agency that would prohibit or impede the Party from entering into this Agreement or performing under this Agreement, and the Party is free to and does freely and of its own volition enter into and perform hereunder. The Party has not made to the other Party any promise, representation or warranty, express or implied, not contained in this Agreement concerning the subject matter of this Agreement, and the Party has not executed this Agreement in reliance upon any promise, representation or warranty not contained in this Agreement. The Party assumes the risk of all mistakes of fact with regard to any and all facts which are known or unknown to it relating to the subject matter of this Agreement.
PUBLICLY DISCLOSED. In the absence of an agreement by the Parties, selection of the arbitrator shall be governed by JAMS Comprehensive Arbitration Rules and Procedures. The compensation and expenses of the arbitrator shall initially be shared equally by the Parties. At the conclusion of the arbitration, the arbitrator shall, in good faith, approximate the extent to which each Party prevailed and shall award the costs of the arbitration process and reasonable attorney’s fees and expenses consistent with this approximation. A Party that is determined to have fully prevailed on all its claims is entitled to all costs it incurred for the arbitration process and all reasonable attorney’s fees and expenses. The arbitrator may not award punitive damages or consequential damages to either Party for any reason. The decision of the arbitrator shall be final, conclusive and binding, and no action at law or in equity may be instituted by any Party other than to enforce the award of the arbitrator. The Parties intend this alternative dispute resolution procedure to be a private undertaking and agree that an arbitration conducted under this provision will not be consolidated with an arbitration involving other healthcare providers or third parties, and that the arbitrator will be without power to conduct an arbitration on a class basis. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
PUBLICLY DISCLOSED therefor as approved by the parties. Each party will maintain and utilize qualified staff, laboratories, offices and other facilities as reasonably necessary to perform the activities allocated to that party under the Development Plan and will use personnel with sufficient skills and experience as may be reasonably required to accomplish efficiently and expeditiously such tasks and objectives in a good scientific manner and in compliance in all material respects with all applicable Laws, and cGLP, cGCP and cGMP standards, as applicable. The parties will (a) obtain all required Regulatory Authority and ethics committee and independent review board approvals prior to conducting any Clinical Trials involving human subjects, and (b) obtain all the consents required by Law from any human subjects participating in any Clinical Trials of the Licensed Products. The parties will use Commercially Reasonable Efforts to ensure that appropriate Know-How is made available to patient organizations and experts for the purpose of advancing scientific knowledge and improving patient care. Subject to Section 9.7, each party (itself or through one or more Affiliates or Sublicensees selected by such party, in its sole discretion) shall be required to use Commercially Reasonable Efforts to complete its obligations with respect to the Development of at least one (1) Licensed Product for the Primary Indication and at least one (1) Licensed Product for each Additional Indication selected by Dermelix under Section 2.4 or Section 2.5, in the Territory in the Field. If either party reasonably believes that the other party (or its Affiliate or Sublicensee, as applicable) has failed to use Commercially Reasonable Efforts to complete its obligations with respect to the Development of Licensed Products as described in this paragraph, then such failure, if not cured, shall be grounds for a material breach of this Agreement, subject to and in accordance with the termination provisions of Section 9.4 and the dispute resolution provisions of Article 10. Upon any final determination of an uncured material breach under the provisions of Section 9.4 and Article 10, the non-breaching party shall have the right to terminate this Agreement, immediately on written notice to the breaching party, with respect to the license rights granted to Dermelix under Article 2 with respect to the Indication(s) to which the breach applies. Notwithstanding the foregoing, this Agreement and the license rights gran...
PUBLICLY DISCLOSED. 8.2. In the event of a dispute between BUYER and SUPPLIER regarding the rejection by BUYER of any delivered Product in respect of any deviation from the Specifications or from the Quality System Requirements or from the Shelf life requirements, the Parties’ quality assurance representatives shall jointly investigate such delivered Product in good faith. If the Parties are still unable to resolve such dispute, an independent, mutually agreed third party shall be retained to test representative samples of the allegedly non-conforming Product, and the details of BUYER’s contentions as to nonconformance, which third party laboratory shall examine such samples in a method specified by the Parties as part of a mutually agreed testing procedure. The Parties shall endeavor to procure that within thirty (30) days, the said laboratory issues its finding as to whether the delivered Product conform to the Specifications and/or the Quality System Requirements and/or the Shelf life requirements. The results of the said laboratory shall be final and binding on the Parties, and the costs associated with such submission and determination shall be borne by the Party against which the laboratory decides, as shall the costs of the Manufacture of a replacement if such is needed.
PUBLICLY DISCLOSED. 9.2. In consideration of the disclosing Party making available its Confidential Information to the recipient Party and/or its Affiliates, the recipient Party undertakes that it shall, and shall procure that each of its permitted recipients shall:
PUBLICLY DISCLOSED. 10.2. BUYER shall indemnify and hold harmless the SUPPLIER and its Affiliates and each of its directors, officers, employees and shareholders (“SUPPLIER Parties”) against any and all third party Claims and associated Losses suffered or incurred in consequence of the following:
PUBLICLY DISCLOSED. In the event that the parties cannot reach a mutually agreeable and enforceable replacement in writing for such provision, then: (i) such provision shall be excluded from this Agreement; (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded; and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
PUBLICLY DISCLOSED in paragraph 2 of this Amendment. Aetna immediately shall be entitled to seek any remedies available under the law against Progenity.
