Common use of PURPOSE, NATURE AND EXTENT OF THE LICENCE Clause in Contracts

PURPOSE, NATURE AND EXTENT OF THE LICENCE. 2.1 By this LICENSE AGREEMENT, the ESTABLISHMENTS grant to BIOPHYTIS the exclusive right to exploit the quota held by the ESTABLISHMENTS on the PATENTS, within the SCOPE and the TERRITORY. This exclusive right is granted in order to allow BIOPHYTIS, directly or indirectly, in an exclusive context, to develop, use, manufacture, market, sell, import or export and distribute the PRODUCTS. BIOPHYTIS may exercise its rights and perform its obligations under this LICENSE AGREEMENT through its AFFILIATES. 2.2 As long as BIOPHYTIS enjoys exclusive exploitation rights over the share of the ESTABLISHMENTS within the SCOPE and the TERRITORY, BIOPHYTIS will have a right of first refusal on any concession of commercial exploitation rights of one or more PATENT(S) outside the SCOPE, envisaged by one or more ESTABLISHMENTS, the methods of implementation of which are described below: a) the ESTABLISHMENTS undertake to notify, by themselves or through SATT LUTECH acting on their behalf, to BIOPHYTIS about any concession of rights for the commercial exploitation of one or more PATENTS(S) outside the SCOPE, envisaged by one or more ESTABLISHMENTS at any time during the term of the LICENSE AGREEMENT (hereinafter the “NOTIFICATION 1”). Any NOTIFICATION 1 shall specify the PATENT(S) concerned, the proposed areas of operation and the financial conditions proposed by the ESTABLISHMENT(S) in consideration for the notified rights concession; b) BIOPHYTIS will have one (1) month following the receipt of NOTIFICATION 1 to notify the author of NOTIFICATION 1, if BIOPHYTIS so wishes, of its wish to benefit in whole or in part from the proposed concession of the rights (hereinafter “NOTIFICATION 2”). Any NOTIFICATION 2 must specify (i) the PATENT(S) concerned and (ii) the areas of exploitation selected by BIOPHYTIS. c) BIOPHYTIS will have a period of two (2) months following the sending of NOTIFICATION 2 to notify SATT LUTECH (hereinafter “NOTIFICATION 3”) of the acceptance of BIOPHYTIS of the proposed financial conditions or a financial counterproposal prepared in good faith in accordance with industry practices at the time of NOTIFICATION 3. Any NOTIFICATION 3 must also be accompanied by a reasoned development and marketing plan concerning the extension of the SCOPE to the areas of exploitation selected by BIOPHYTIS; d) Upon receipt of NOTIFICATION 3, if it has been sent within the time limit provided for in point c) above, BIOPHYTIS and the ESTABLISHMENTS, or SATT LUTECH acting on behalf of the ESTABLISHMENTS, will negotiate in good faith the terms and conditions (including the financial terms) for the extension of the SCOPE to the applications OUTSIDE THE SCOPE mentioned in NOTIFICATION 1 and selected by BIOPHYTIS in NOTIFICATION 2, which will have to be ratified by way of amendment to the LICENSE AGREEMENT signed within a maximum period of six (6) months following the date of NOTIFICATION 3; (i) In the absence of a response from BIOPHYTIS in the forms and within the terms set for NOTIFICATION 2 or NOTIFICATION 3; (ii) in case of no response by BIOPHYTIS following the receipt of NOTIFICATION 1; (iii) in the absence of NOTIFICATION 3 addressed by BIOPHYTIS in the forms and terms set in point c) above; (iv) in case of a lack of interest expressly notified by BIOPHYTIS for the concession of rights mentioned in NOTIFICATION 1; or (v) in the absence of an amendment to the LICENSE AGREEMENT signed within the aforementioned period of six (6) month, the ESTABLISHMENTS and SATT LUTECH acting on behalf of the ESTABLISHMENTS shall be fully free to conclude with any THIRD PARTY of their choice an exclusive licence on the PATENT(S) in the areas of operation covered by NOTIFICATION 1; BIOPHYTIS accepts without reserve the said concession and undertakes to sign on simple request any document necessary for the formalisation and the enforceability vis-à-vis THIRD PARTIES of this concession provided that the financial conditions agreed with the THIRD PARTIES will not be more favourable than those which had have been proposed to BIOPHYTIS; f) In the hypothesis referred to in paragraph d) above, the ESTABLISHMENTS undertake to pay back to BIOPHYTIS a share of any sum paid to the ESTABLISHMENTS by the THIRD PARTY using all or part of the PATENTS OUTSIDE the SCOPE; the said share being defined in good faith and on a case-by-case basis. 2.3 The rights granted to BIOPHYTIS pursuant to article 2.1 above also grant BIOPHYTIS the right to grant to THIRD PARTIES licences to the PATENTS within the SCOPE and the TERRITORY under the conditions detailed in this article. Within the limits of the provisions of the LICENSE AGREEMENT, BIOPHTYIS may grant to a LICENSEE any rights that it deems appropriate, including the right to sublicense in strict compliance with the provisions of this Article 2.3., which will apply mutatis mutandis. The rights and obligations of the LICENSEE under this LICENSE AGREEMENT shall apply mutatis mutandis to sublicensees with the understanding, nevertheless, that sub-licensees may not sublicense the rights granted to them to third parties, except with the express prior consent of the Establishments. Any licence of all or part of the PATENTS to a THIRD PARTY is subject to the prior written agreement of the ESTABLISHMENTS on the person of the LICENSEE and on the terms provided for in the license agreement. To this purpose, BIOPHYTIS will send to SATT LUTECH on behalf of the ESTABLISHMENTS the first licence agreement proposal (or the detailed term sheet, if applicable) and then a draft reflecting an advanced state of the discussions between BIOPHYTIS and the future LICENSEE. The ESTABLISHMENTS or SATT LUTECH acting on behalf of the ESTABLISHMENTS may refuse their agreement on a draft licence only if: a) the granting of such a licence and/or its terms undermine the missions of any of the ESTABLISHMENTS as set out in (i) Decree No. 82-993 of 24 November 1982 on the organisation and functioning of CNRS and/or Decree No. 2009-1348 of 29 October 2009 on the organisation and functioning of CNRS, (ii) Articles L.112-1 et seq. of the Research Code and R831-1 et seq. of the Rural and Maritime Fishing Code related to the missions of INRA and/or (iii) the missions of UPMC as established in the research code and the education code, particularly in its article L123-3. And/or b) If the terms of the draft licence are contrary to public order and/or morality And/or

PURPOSE, NATURE AND EXTENT OF THE LICENCE. 2.1 By this LICENSE AGREEMENT, the ESTABLISHMENTS grant to BIOPHYTIS the exclusive right to exploit the quota share held by the ESTABLISHMENTS on the PATENTS, within the SCOPE SCOPES and the TERRITORY. This exclusive right is granted in order to allow BIOPHYTIS, directly or indirectly, in an exclusive context, to develop, use, manufacture, market, sell, import or export and distribute the PRODUCTS. BIOPHYTIS may exercise its rights and perform its obligations under this LICENSE AGREEMENT through its AFFILIATES. 2.2 As long as BIOPHYTIS enjoys exclusive exploitation rights over the share of the ESTABLISHMENTS within the SCOPE SCOPES and the TERRITORY, BIOPHYTIS will have a right of first refusal on any concession of commercial exploitation rights of one or more PATENT(S) outside the OUTSIDE THE SCOPE, envisaged by one or more ESTABLISHMENTS, the methods of implementation of which are described below: a) the ESTABLISHMENTS undertake to notify, by themselves or through SATT LUTECH acting on their behalf, to BIOPHYTIS about any concession of rights for the commercial exploitation of one or more PATENTS(S) outside the SCOPE, envisaged by one or more ESTABLISHMENTS at any time during the term of the LICENSE AGREEMENT (hereinafter the “NOTIFICATION 1”). Any NOTIFICATION 1 shall specify the PATENT(S) concerned, the proposed areas of operation and the financial conditions proposed by the ESTABLISHMENT(S) in consideration for the notified rights concession; b) BIOPHYTIS will have one (1) month following the receipt of NOTIFICATION 1 to notify the author of NOTIFICATION 1, if BIOPHYTIS so wishes, of its wish to benefit in whole or in part from the proposed concession of the rights (hereinafter “NOTIFICATION 2”). Any NOTIFICATION 2 must specify (i) the PATENT(S) concerned and (ii) the areas of exploitation selected by BIOPHYTIS. c) BIOPHYTIS will have a period of two (2) months following the sending of NOTIFICATION 2 to notify SATT LUTECH (hereinafter “NOTIFICATION 3”) of the acceptance of BIOPHYTIS of the proposed financial conditions or a financial counterproposal prepared in good faith in accordance with industry practices at the time of NOTIFICATION 3. Any NOTIFICATION 3 must also be accompanied by a reasoned development and marketing plan concerning the extension of the SCOPE SCOPES to the areas of exploitation selected by BIOPHYTIS; d) Upon receipt of NOTIFICATION 3, if it has been sent within the time limit provided for in point c) above, BIOPHYTIS and the ESTABLISHMENTS, or SATT LUTECH acting on behalf of the ESTABLISHMENTS, will negotiate in good faith the terms and conditions (including the financial terms) for the extension of the SCOPE SCOPES to the applications OUTSIDE THE SCOPE SCOPES mentioned in NOTIFICATION 1 and selected by BIOPHYTIS in NOTIFICATION 2, which will have to be ratified by way of amendment to the LICENSE AGREEMENT signed within a maximum period of six (6) months following the date of NOTIFICATION 3; (i) In the absence of a response from BIOPHYTIS in the forms and within the terms set for NOTIFICATION 2 or NOTIFICATION 3; (ii) in case of no response by BIOPHYTIS following the receipt of NOTIFICATION 1; (iii) in the absence of NOTIFICATION 3 addressed by BIOPHYTIS in the forms and terms set in point c) above; (iv) in case of a lack of interest expressly notified by BIOPHYTIS for the concession of rights mentioned in NOTIFICATION 1; or (v) in the absence of an amendment to the LICENSE AGREEMENT signed within the aforementioned period of six (6) month, the ESTABLISHMENTS and SATT LUTECH acting on behalf of the ESTABLISHMENTS shall be fully free to conclude with any THIRD PARTY of their choice an exclusive licence on the PATENT(S) in the areas of operation covered by NOTIFICATION 1; BIOPHYTIS accepts without reserve the said concession and undertakes to sign on simple request any document necessary for the formalisation and the enforceability vis-à-vis THIRD PARTIES of this concession provided that the financial conditions agreed with the THIRD PARTIES will not be more favourable than those which had have been proposed to BIOPHYTIS; fe) In the hypothesis referred to in paragraph d) above, the ESTABLISHMENTS undertake to pay back to BIOPHYTIS a share of any sum paid to the ESTABLISHMENTS by the THIRD PARTY using all or part of the PATENTS OUTSIDE the SCOPE; the said share being defined in good faith and on a case-by-case basisbasis by the ESTABLISHMENTS and BIOPHYTIS. 2.3 The rights granted to BIOPHYTIS pursuant to article 2.1 above also grant BIOPHYTIS the right to grant to THIRD PARTIES licences to the PATENTS within the SCOPE SCOPES and the TERRITORY under the conditions detailed in this article. Within the limits of the provisions of the LICENSE AGREEMENT, BIOPHTYIS may grant to a LICENSEE any rights that it deems appropriate, including the right to sublicense in strict compliance with the provisions of this Article 2.3., which will apply mutatis mutandis. The rights and obligations of the LICENSEE under this LICENSE AGREEMENT shall apply mutatis mutandis to sublicensees with the understanding, nevertheless, that sub-licensees may not sublicense the rights granted to them to third parties, except with the express prior consent of the Establishments. Any licence of all or part of the PATENTS to a THIRD PARTY is subject to the prior written agreement of the ESTABLISHMENTS on the person of the LICENSEE and on the terms provided for in the license agreement. To this purpose, BIOPHYTIS will send to SATT LUTECH on behalf of the ESTABLISHMENTS the first licence agreement proposal (or the detailed term sheet, if applicable) and then a draft reflecting an advanced state of the discussions between BIOPHYTIS and the future LICENSEE. The ESTABLISHMENTS or SATT LUTECH acting on behalf of the ESTABLISHMENTS may refuse their agreement on a draft licence only if: a) the granting of such a licence and/or its terms undermine the missions of any of the ESTABLISHMENTS as set out in (i) Decree No. 82-993 of 24 November 1982 on the organisation and functioning of CNRS and/or Decree No. 2009-1348 of 29 October 2009 on the organisation and functioning of CNRS, (ii) Articles L.112-1 et seq. of the Research Code and R831-1 et seq. of the Rural and Maritime Fishing Code related to the missions of INRA and/or Code, (iii) Decree No. 83-975 of 10 November 1983, as amended, on the organisation and operation of TINSERM, and/or (iv) UPMC’s missions of UPMC as established set out in the research code Research Code and in the education code, particularly Education Code in particular in its article Article L123-3. And/or b) If the terms of the draft licence are contrary to public order and/or morality And/or c) the proposed LICENSEE would be in litigation (in a contentious or pre-contentious manner) with any of the ESTABLISHMENTS or SATT LUTECH. In case of refusal, UPMC or SATT LUTECH, acting on behalf of ESTABLISHMENTS, will have: · a period of fifteen (15) days following the receipt by SATT LUTECH of the first draft communicated by BIOPHYTIS to notify any refusal to BIOPHYTIS only grounded on points (2.3a) and (2.3c), · a period of twenty (20) days following the receipt by SATT LUTECH of each draft notified by BIOPHYTIS to notify any refusal to BIOPHYTIS grounded on (2.3b) above. In the absence of a duly motivated refusal during the aforementioned periods, BIOPHYTIS will be free to conclude said licence with the proposed LICENSEE. In any case, BIOPHYTIS: (i) undertakes to communicate to UPMC, acting in its name and in the name and on behalf of the ESTABLISHMENTS, a copy of any licence agreement concluded with a LICENSEE, within thirty (30) days of its signature; (ii) shall ensure that any licence granted by BIOPHYTIS to a LICENSEE is compatible and in compliance with the obligations assumed by BIOPHYTIS pursuant to this LICENSE AGREEMENT with respect to the ESTABLISHMENTS and SATT LUTECH, in particular as regards the scope and the nature of the rights granted and the obligations in terms of confidentiality and accounting; BIOPHYTIS remains liable vis-à-vis SATT LUTECH and the ESTABLISHMENTS for the execution by its LICENSEE of all the obligations incumbent on BIOPHYTIS under this LICENSE AGREEMENT, in particular pursuant to articles 4 to 7, inclusive. In the event that BIOPHYTIS fails to comply with any of the provisions of paragraph i) or ii) above, the LICENSE AGREEMENT may be terminated at the initiative of the ESTABLISHMENTS or SATT LUTECH acting on behalf of the other ESTABLISHMENTS, pursuant to Article 11.2 below. 2.4 The exclusive nature of the rights granted under Article 2.1 above means that, as of the EFFECTIVE DATE, the ESTABLISHMENTS undertake not to grant a THIRD PARTY exclusive rights over all or part of the PATENTS, in all or part of the SCOPE and in all or part of the TERRITORY. Each ESTABLISHMENT retains the right to use all or part of the PATENTS alone, with another SIGNATORY or with THIRD PARTIES, in the course of acts performed for non-commercial, research or experimental purposes, with the exception of clinical trials carried out with industrial THIRD PARTIES and any act of commercial exploitation within the SCOPE.