Common use of Regulatory Transfers Clause in Contracts

Regulatory Transfers. 2.5.1 As soon as reasonably practicable following the Effective Date and following the instructions of Orchard, UCLB shall use all reasonable endeavours to (i) procure that UCL and the UCL Principal Researchers shall transfer to Orchard and do all things necessary to transfer to Orchard all Regulatory Submissions and Regulatory Incentives filed by, or in the name or under the control of, any of them (alone or in connection with others) in respect of each of the Projects, and (ii) transfer to Orchard all Materials under their control relating to the foregoing Regulatory Submissions and Regulatory Incentives. 2.5.2 Until such time as all the Regulatory Submissions and Regulatory Incentives referred to or subject to the provisions of Clause 2.5.1 are transferred into the name or control of Orchard, UCLB shall procure that UCL and the UCL Principal Researchers shall: (a) hold the same on trust and on behalf of Orchard and shall not dispose of, allow to lapse, transfer or license to another (other than Orchard or its designee) or otherwise deal in, amend or vary any of the Regulatory Submissions and Regulatory Incentives without the prior written consent of Orchard, not to be unreasonably withheld or delayed; (b) promptly and within [***] of receipt, forward to Orchard any and all communications received with respect to any of the Regulatory Submissions and Regulatory Incentives; and, (c) do all things and all acts as may reasonably be requested by Orchard in connection with the Regulatory Submissions and Regulatory Incentives including writing to Regulatory Authorities with respect to the same. 2.5.3 UCLB shall not, and shall procure that UCL and the UCL Principal Researchers shall not, other than at Orchard’s request or in order to comply with this Agreement, file any Regulatory Submission or seek or obtain any Regulatory Incentives with respect to any Gene Therapy Product which is being developed as of the Effective Date without Orchard’s prior written consent, not to be unreasonably withheld or delayed. 2.5.4 If during the period of [***] from the Effective Date, any member of the Xxxxxx Research Group and/or Xxxxxxxx Research Group (operating under the direction or supervision of either of the UCL Principal Researchers, including the UCL Principal Researchers themselves) intends to file any Regulatory Submission or seek or obtain any Regulatory Incentives with respect to any gene therapy product or therapy directed to any of the Indications, then the following shall apply to each and every such gene therapy product/therapy: (a) UCLB shall no less than [***] in advance of any such filing (and to the exclusion of any Third Party) notify Orchard accordingly, including in such notification all reasonable details and information about the gene therapy product/therapy which are likely to assist Orchard to fairly assess the value, applicability and use of the gene therapy product/therapy to determine whether it is interested in negotiating a licence to the gene therapy product/therapy; (b) Orchard shall have the [***] period from the date of such notification until filing to consider the gene therapy product/therapy and during that time UCLB shall, and shall procure that the members of the Xxxxxx Research Group and Xxxxxxxx Research Group including the UCL Principal Researchers shall, (i) keep the details of the gene therapy product/therapy confidential, not offer the same to any Third Party and (ii) respond promptly, fairly and fully to all reasonable questions and enquiries from Orchard with respect to the gene therapy product/therapy; (c) where Orchard elects positively to negotiate a licence to the gene therapy product/therapy it shall give written notice to UCLB to that effect, and from the date of such notice for a period of no less than [***], UCLB and Orchard shall in good faith and acting reasonably negotiate and seek to conclude fair and commercial terms for a licence to the gene therapy product/therapy and during such negotiations UCLB shall, and shall procure that the members of the Xxxxxx Research Group and Xxxxxxxx Research Group including the UCL Principal Researchers shall, (i) keep the details of the gene therapy product/therapy confidential and not offer the same to any Third Party; and (ii) keep Orchard appraised of any developments concerning such gene therapy product/therapy; and (d) if Orchard does not give notice to UCLB pursuant to Clause 2.5.4(c), or if, Orchard having given notice, Orchard and UCLB do not, notwithstanding UCLB’s compliance with this Clause, agree a licence for the gene therapy product/therapy within the ninety (90) day period referred to at Clause 2.5.4(c), UCLB shall have fully discharged its obligations under this Clause 2.5.4 with respect to such gene therapy product/therapy and shall not be obliged to comply with Clauses 2.5.4(a) to 2.5.4(c) with respect to any further proposed Regulatory Submission or Regulatory Incentive in respect of the same gene therapy product/therapy.

Regulatory Transfers. 2.5.1 As soon (a) Notwithstanding anything to the contrary in this Agreement, upon delivery to the General Partner of a reasonably acceptable legal opinion that one or more members of the Class A Group’s continued ownership of Class A Preferred Units, directly or indirectly, would result in a violation of applicable Law, such members of the Class A Group (collectively, the “Regulatory Transferors”) will be entitled to Transfer all, but not less than all, of their Class A Preferred Units (collectively, the “Regulatory Units”) to one or more Third Parties that are not Competitors without consent from any other Person; provided that such Regulatory Transferors must first comply with the provisions of Section 6.8(b) (such Transfer, a “Regulatory Transfer”). (b) Prior to effecting any Regulatory Transfer, the Regulatory Transferors shall deliver written notice to each member of the GPM Group. The members of the GPM Group shall have the right, for a period of 15 days after receipt of such notice (the “Offer Period”), to make an offer to purchase all, but not less than all, of the Regulatory Units by delivering written notice to such Regulatory Transferors specifying the price per Class A Preferred Unit (the “Offer Price”) it would pay for such Regulatory Units (such Regulatory Units to be divided among any participating members of the GPM Group in accordance with their respective Regulatory Percentage Interests). The Regulatory Transferors may accept or reject such offer at any time within 15 days after receipt of such offer. If the Regulatory Transferors accept such offer, the Regulatory Transferors and each participating member of the GPM Group shall consummate such sale (a “Regulatory Sale”) for the Offer Price GPM PETROLEUM LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP and on reasonable terms and conditions as reasonably practicable determined by the General Partner, including the making by the Regulatory Transferors of customary representations and warranties. If the Regulatory Transferors reject such offer (or if a member of the GPM Group does not deliver an offer during the Offer Period), then the Regulatory Transferors may sell all, but not less than all, of the Regulatory Units in a Regulatory Transfer within 90 days after the expiration of the Offer Period at a price per Class A Preferred Unit that is greater than the Offer Price, if any. If such sale has not been consummated within such 90-day period, the Regulatory Transferors may not consummate a Regulatory Transfer without again complying in full with the provisions of this Section 6.8(b). (c) Notwithstanding anything to the contrary in this Agreement, at any time after the 180th day following the Effective Date consummation of a Regulatory Transfer or Regulatory Sale, as applicable, pursuant to this Section 6.8, the Partnership, with the approval of the General Partner, shall be entitled to waive, on behalf of each member of the GPM Group, each former member of the GPM Group and following the instructions each of Orchardtheir respective Affiliates, UCLB shall use all reasonable endeavours to (i) procure that UCL successors and assigns and the UCL Principal Researchers shall transfer to Orchard members, partners, stockholders, directors, Directors, officers, liquidators and do all things necessary to transfer to Orchard all Regulatory Submissions and Regulatory Incentives filed by, or in the name or under the control of, any of them (alone or in connection with others) in respect employees of each of the Projectsforegoing (collectively, and (iithe “GPM Persons”) transfer to Orchard all Materials under their control relating to the foregoing Regulatory Submissions and Regulatory Incentives. 2.5.2 Until such time as all the Regulatory Submissions and Regulatory Incentives referred to or subject to the provisions of Clause 2.5.1 are transferred into the name or control of Orchard, UCLB shall procure that UCL and the UCL Principal Researchers shall: (a) hold the same on trust and on behalf of Orchard and shall not dispose of, allow to lapse, transfer or license to another (other than Orchard or its designee) or otherwise deal in, amend or vary any of the Regulatory Submissions and Regulatory Incentives without the prior written consent of Orchard, not to be unreasonably withheld or delayed; (b) promptly and within [***] of receipt, forward to Orchard any and all communications received claims such GPM Persons have, had or may have or have had with respect to any non-compliance or violation of the Regulatory Submissions and Regulatory Incentives; and, (c) do all things and all acts as may reasonably be requested this Section 6.8 by Orchard in connection with the Regulatory Submissions and Regulatory Incentives including writing to Regulatory Authorities with respect to the same. 2.5.3 UCLB shall not, and shall procure that UCL and the UCL Principal Researchers shall not, other than at Orchard’s request or in order to comply with this Agreement, file any Regulatory Submission or seek or obtain any Regulatory Incentives with respect to any Gene Therapy Product which is being developed as of the Effective Date without Orchard’s prior written consent, not to be unreasonably withheld or delayed. 2.5.4 If during the period of [***] from the Effective Date, any member of the Xxxxxx Research Group and/or Xxxxxxxx Research Group (operating under the direction or supervision of either of the UCL Principal Researchers, including the UCL Principal Researchers themselves) intends to file any Regulatory Submission or seek or obtain any Regulatory Incentives with respect to any gene therapy product or therapy directed to any of the Indications, then the following shall apply to each and every such gene therapy product/therapy: (a) UCLB shall no less than [***] in advance of any such filing (and to the exclusion of any Third Party) notify Orchard accordingly, including in such notification all reasonable details and information about the gene therapy product/therapy which are likely to assist Orchard to fairly assess the value, applicability and use of the gene therapy product/therapy to determine whether it is interested in negotiating a licence to the gene therapy product/therapy; (b) Orchard shall have the [***] period from the date of such notification until filing to consider the gene therapy product/therapy and during that time UCLB shall, and shall procure that the members of the Xxxxxx Research Group and Xxxxxxxx Research Group including the UCL Principal Researchers shall, (i) keep the details of the gene therapy product/therapy confidential, not offer the same to any Third Party and (ii) respond promptly, fairly and fully to all reasonable questions and enquiries from Orchard with respect to the gene therapy product/therapy; (c) where Orchard elects positively to negotiate a licence to the gene therapy product/therapy it shall give written notice to UCLB to that effect, and from the date of such notice for a period of no less than [***], UCLB and Orchard shall in good faith and acting reasonably negotiate and seek to conclude fair and commercial terms for a licence to the gene therapy product/therapy and during such negotiations UCLB shall, and shall procure that the members of the Xxxxxx Research Group and Xxxxxxxx Research Group including the UCL Principal Researchers shall, (i) keep the details of the gene therapy product/therapy confidential and not offer the same to any Third Party; and (ii) keep Orchard appraised of any developments concerning such gene therapy product/therapy; and (d) if Orchard does not give notice to UCLB pursuant to Clause 2.5.4(c), or if, Orchard having given notice, Orchard and UCLB do not, notwithstanding UCLB’s compliance with this Clause, agree a licence for the gene therapy product/therapy within the ninety (90) day period referred to at Clause 2.5.4(c), UCLB shall have fully discharged its obligations under this Clause 2.5.4 Person with respect to such gene therapy product/therapy and shall not be obliged to comply with Clauses 2.5.4(a) to 2.5.4(c) with respect to any further proposed Regulatory Submission Transfer or Regulatory Incentive Sale, as applicable, other than any such claim that has been made in respect writing and delivered to the Partnership prior to the expiration of the same gene therapy product/therapysuch 180-day period.

Regulatory Transfers. 2.5.1 As soon (a) Notwithstanding anything to the contrary in this Agreement, upon delivery to the General Partner of a reasonably acceptable legal opinion that one or more members of the Class A Group’s continued ownership of Class A Preferred Units, directly or indirectly, would result in a violation of applicable Law, such members of the Class A Group (collectively, the “Regulatory Transferors”) will be entitled to Transfer all, but not less than all, of their Class A Preferred Units (collectively, the “Regulatory Units”) to one or more Third Parties that are not Competitors without consent from any other Person; provided that such Regulatory Transferors must first comply with the provisions of Section 6.8(b) (such Transfer, a “Regulatory Transfer”). (b) Prior to effecting any Regulatory Transfer, the Regulatory Transferors shall deliver written notice to each member of the GPM Group. The members of the GPM Group shall have the right, for a period of 15 days after receipt of such notice (the “Offer Period”), to make an offer to purchase all, but not less than all, of the Regulatory Units by delivering written notice to such Regulatory Transferors specifying the price per Class A Preferred Unit (the “Offer Price”) it would pay for such Regulatory Units (such Regulatory Units to be divided among any participating members of the GPM Group in accordance with their respective Regulatory Percentage Interests). The Regulatory Transferors may accept or reject such offer at any time within 15 days after receipt of such offer. If the Regulatory Transferors accept such offer, the Regulatory Transferors and each participating member of the GPM Group shall consummate such sale (a “Regulatory Sale”) for the Offer Price and on reasonable terms and conditions as reasonably practicable determined by the General Partner, including the making by the Regulatory Transferors of customary representations and warranties. If the Regulatory Transferors reject such offer (or if a member of the GPM Group does not deliver an offer during the Offer Period), then the Regulatory Transferors may sell all, but not less than all, of the Regulatory Units in a Regulatory Transfer within 90 days after the expiration of the Offer Period at a price per Class A Preferred Unit that is greater than the Offer Price, if any. If such sale has not been consummated within such 90-day period, the Regulatory Transferors may not consummate a Regulatory Transfer without again complying in full with the provisions of this Section 6.8(b). (c) Notwithstanding anything to the contrary in this Agreement, at any time after the 180th day following the Effective Date consummation of a Regulatory Transfer or Regulatory Sale, as applicable, pursuant to this Section 6.8, the Partnership, with the approval of the General Partner, shall be entitled to waive, on behalf of each member of the GPM Group, each former member of the GPM Group and following the instructions each of Orchardtheir respective Affiliates, UCLB shall use all reasonable endeavours to (i) procure that UCL successors and assigns and the UCL Principal Researchers shall transfer to Orchard members, partners, stockholders, directors, Directors, officers, liquidators and do all things necessary to transfer to Orchard all Regulatory Submissions and Regulatory Incentives filed by, or in the name or under the control of, any of them (alone or in connection with others) in respect employees of each of the Projectsforegoing (collectively, and (iithe “GPM GPM PETROLEUM LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Persons”) transfer to Orchard all Materials under their control relating to the foregoing Regulatory Submissions and Regulatory Incentives. 2.5.2 Until such time as all the Regulatory Submissions and Regulatory Incentives referred to or subject to the provisions of Clause 2.5.1 are transferred into the name or control of Orchard, UCLB shall procure that UCL and the UCL Principal Researchers shall: (a) hold the same on trust and on behalf of Orchard and shall not dispose of, allow to lapse, transfer or license to another (other than Orchard or its designee) or otherwise deal in, amend or vary any of the Regulatory Submissions and Regulatory Incentives without the prior written consent of Orchard, not to be unreasonably withheld or delayed; (b) promptly and within [***] of receipt, forward to Orchard any and all communications received claims such GPM Persons have, had or may have or have had with respect to any non-compliance or violation of the Regulatory Submissions and Regulatory Incentives; and, (c) do all things and all acts as may reasonably be requested this Section 6.8 by Orchard in connection with the Regulatory Submissions and Regulatory Incentives including writing to Regulatory Authorities with respect to the same. 2.5.3 UCLB shall not, and shall procure that UCL and the UCL Principal Researchers shall not, other than at Orchard’s request or in order to comply with this Agreement, file any Regulatory Submission or seek or obtain any Regulatory Incentives with respect to any Gene Therapy Product which is being developed as of the Effective Date without Orchard’s prior written consent, not to be unreasonably withheld or delayed. 2.5.4 If during the period of [***] from the Effective Date, any member of the Xxxxxx Research Group and/or Xxxxxxxx Research Group (operating under the direction or supervision of either of the UCL Principal Researchers, including the UCL Principal Researchers themselves) intends to file any Regulatory Submission or seek or obtain any Regulatory Incentives with respect to any gene therapy product or therapy directed to any of the Indications, then the following shall apply to each and every such gene therapy product/therapy: (a) UCLB shall no less than [***] in advance of any such filing (and to the exclusion of any Third Party) notify Orchard accordingly, including in such notification all reasonable details and information about the gene therapy product/therapy which are likely to assist Orchard to fairly assess the value, applicability and use of the gene therapy product/therapy to determine whether it is interested in negotiating a licence to the gene therapy product/therapy; (b) Orchard shall have the [***] period from the date of such notification until filing to consider the gene therapy product/therapy and during that time UCLB shall, and shall procure that the members of the Xxxxxx Research Group and Xxxxxxxx Research Group including the UCL Principal Researchers shall, (i) keep the details of the gene therapy product/therapy confidential, not offer the same to any Third Party and (ii) respond promptly, fairly and fully to all reasonable questions and enquiries from Orchard with respect to the gene therapy product/therapy; (c) where Orchard elects positively to negotiate a licence to the gene therapy product/therapy it shall give written notice to UCLB to that effect, and from the date of such notice for a period of no less than [***], UCLB and Orchard shall in good faith and acting reasonably negotiate and seek to conclude fair and commercial terms for a licence to the gene therapy product/therapy and during such negotiations UCLB shall, and shall procure that the members of the Xxxxxx Research Group and Xxxxxxxx Research Group including the UCL Principal Researchers shall, (i) keep the details of the gene therapy product/therapy confidential and not offer the same to any Third Party; and (ii) keep Orchard appraised of any developments concerning such gene therapy product/therapy; and (d) if Orchard does not give notice to UCLB pursuant to Clause 2.5.4(c), or if, Orchard having given notice, Orchard and UCLB do not, notwithstanding UCLB’s compliance with this Clause, agree a licence for the gene therapy product/therapy within the ninety (90) day period referred to at Clause 2.5.4(c), UCLB shall have fully discharged its obligations under this Clause 2.5.4 Person with respect to such gene therapy product/therapy and shall not be obliged to comply with Clauses 2.5.4(a) to 2.5.4(c) with respect to any further proposed Regulatory Submission Transfer or Regulatory Incentive Sale, as applicable, other than any such claim that has been made in respect writing and delivered to the Partnership prior to the expiration of the same gene therapy product/therapysuch 180-day period.