Subject to Section 10. 1.1, during the Technical Development Term, a non-exclusive license, with no right to grant sublicenses (except as provided below), under the Licensor Background IP (existing as of the Effective Date), Licensor Program IP and Licensor’s interest in the Joint Program IP, solely for the purpose of undertaking Technical Development solely for the purposes of generating, identifying or improving potential Fcabs against Accepted Fcab Targets.
Subject to Section 10. 1.1, during the Technical Development Term, a non-exclusive license, with no right to grant sublicenses (except as provided below), under the Platform IP, solely for the purpose of undertaking Technical Development solely for the purposes of generating, identifying or improving potential Fcabs against Accepted Fcab Targets;
Subject to Section 10. 1(a), without invalidating this Agreement, Owner may request changes in the Work or the Facility that are reasonably consistent with the Scope of the Work under this Agreement and are technically feasible. Owner shall request such changes in the Work or Facility by delivering a written Change Order request to Contractor. As soon as practicable after receipt of a Change Order request, Contractor shall prepare and forward to Owner in writing: (i) a quotation for the price for the extra or changed Work and change to the Payment Schedule (if applicable); (ii) an estimate of any required adjustment to the Construction Schedule; (iii) any *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. adjustment to Performance Criteria; and (iv) an estimate of any impact of the proposed change on any Applicable Permit, warranty and any other term or condition of this Agreement. The Parties shall negotiate in good faith to determine the adjustment to the Contract Price for Change Orders contemplated by this Section 10.1(b). If the Parties do not agree on the adjustment to the Contract Price in respect of this Section 10.1(b), then the adjustment to the Contract Price may be determined in accordance with Exhibit 18 but only if the Parties so agree. If the Parties do not agree either (i) to a fixed price Change Order, or (ii) that an adjustment to the Contract Price shall be determined in accordance with Exhibit 18, then Owner may nonetheless direct Contractor to proceed with the Work that is the subject of the Change Order, and Contractor shall be paid its Direct Costs as reasonably incurred in performing the Change Order plus a markup of *** percent (***%). Contractor shall submit Applications for Payment no more frequently than monthly with respect to Contractor's Direct Costs in accordance with the preceding sentence and Owner shall be obligated to pay such undisputed amounts within thirty (30) Days after Owner's receipt of Contractor's Application for Payment.
Subject to Section 10. 1.2, Zymeworks shall have the right (a) to request the removal of Zymeworks’ Confidential Information from any such publication or presentation, or (b) to request a reasonable delay in publication or presentation in order to protect patentable information. If Zymeworks requests a delay, Merck shall delay submission or presentation for a period of […***…] days to enable patent applications protecting Zymeworks’ rights in such information to be filed in accordance with Article 8. Upon expiration of such […***…] days, Merck shall be free to proceed with the publication or presentation.
Subject to Section 10. 02(a), each of Agent, Lenders, each Credit Party and each of their Related Persons, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein. Each Credit Party and each Secured Party hereto acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.
Subject to Section 10. 2.1 hereof, the provisions of the Intercreditor Agreement and the Fee Letter, upon the receipt by any Obligor of the Net Proceeds from the issuance or sale of any Debt (other than Net Proceeds from the issuance or sale of Permitted Debt), Borrowers shall prepay the Loans in an amount equal to 100% of such Net Proceeds, promptly, but in no event more than one (1) Business Day following the receipt thereof, and until the date of payment, such proceeds shall be held in trust for Agent. Such prepayments shall be applied to the Loans in accordance with Section 2.3.5 hereof. The foregoing shall not be deemed to be implied consent to any issuance or sale of any Debt or any Equity Interests otherwise prohibited by the terms and conditions hereof.
Subject to Section 10. 2.1 hereof, the provisions of the Intercreditor Agreement and the Fee Letter, upon the receipt by any Obligor of the Net Proceeds from the issuance or sale of any Indebtedness or any Equity Interests (other than (i) Permitted Indebtedness, (ii) Net Proceeds from the issuance of Equity Interests (other than Disqualified Stock) to directors or employees of any Obligor, (iii) Net Proceeds of the issuance of Equity Interests to any Obligor, and (iv) Net Proceeds from the issuance of Equity Interests in order to finance Capital Expenditures and Permitted Acquisitions which are actually consummated within 180 days of the receipt of such Net Proceeds), Borrower shall prepay the Loans in an amount equal to 100% of such Net Proceeds promptly, but in no event more than one (1) Business Day following the receipt thereof, and until the date of payment, such proceeds shall be held in trust for Agent. Such prepayments shall be applied to the Loans in accordance with Section 2.3.5 hereof. The foregoing shall not be deemed to be implied consent to any issuance or sale of any Indebtedness or any Equity Interests otherwise prohibited by the terms and conditions hereof.
Subject to Section 10. 3.1, in the event that Eiger decides either (a) not to continue the prosecution or maintenance of a patent application or patent within the BMS Patent Rights in any country, or (b) not to file any new patent application requested to be filed by BMS, Eiger shall provide BMS with express written notice of this decision at least [ * ] prior to any pending lapse or abandonment thereof, or if a decision not to continue prosecution or maintenance is responsive to an official communication from governmental agency that is received by Eiger less than [ * ] prior to a deadline for taking action in response thereto, then the deadline for giving such notice to BMS shall be [ * ] of the time remaining for response after such communication is received by Eiger. In such event, provided that the Parties have not expressly agreed to abandon a patent or not file a patent application under Section 10.3.1, then Eiger shall provide BMS with an opportunity [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to assume responsibility for all external costs reasonably associated with the filing and/or further prosecution and maintenance of such patent application and any patent issuing thereon (such filing to occur prior to the issuance of the patent to which the application claims priority or expiration of the applicable filing deadline, as set forth above). In the event that BMS assumes such responsibility for such filing, prosecution and maintenance costs, Eiger shall transfer the responsibility for such filing, prosecution and maintenance of such patent applications and patents to BMS and Eiger shall no longer have any right or license in and to such patent application and patents issuing therefrom under this Agreement.
Subject to Section 10. 8.1, Buyers shall prepare or cause to be prepared all income Tax Returns for the Company and the Company Subsidiaries that relate to any Pre-Closing Tax Periods and that are due after the Closing Date. Such returns shall be prepared at least 45 days before the due date thereof (taking into account extensions), unless the Closing Date is within 45 days of the due date thereof, in which case such Tax Returns shall be prepared as soon as practicable following the Closing Date. Such Tax Returns shall be prepared in a manner consistent with past practice. The costs of any third party review or preparation of all such Tax Returns which include only Tax periods ending on or before the Closing Date, shall be borne by Sellers. The cost of any third party review or preparation of such Tax Returns, in respect of any Straddle Period shall be allocated between Sellers and Buyers in accordance with the day count method contained in Section ý10.8.4(y). Sellers shall be permitted to review and comment on any such Tax Returns prior to the filing thereof, and Buyers shall incorporate any reasonable comments requested by Sellers if such comments are received no later than ten days prior to filing such returns. Buyers, the Company or the applicable Company Subsidiary shall timely file (or cause to be timely filed) any such Tax Returns. Following the Closing, none of Buyers, the Company or any Company Subsidiary shall amend any Tax Return of the Company or the Company Subsidiaries to the extent that such Tax Return relates to any Pre-Closing Tax Period without the prior written consent of Sellers, which will not be unreasonably withheld, conditioned or delayed. Sellers shall reimburse or cause to be reimbursed to Buyers their allocable share of any income Taxes indicated as due and payable on such income Tax Returns in accordance with Section 10.8.3 and Section 10.8.4 no later than ten days following notice by Buyers of Buyers’ payment of such income Taxes (the “Taxes Paid on Initial Returns”).
Subject to Section 10. 1.1.1, each Note Purchaser may at any time sell, assign, transfer, pledge or negotiate all or any part of its Notes without the consent of any Note Party; provided that such transfer of the Notes is in compliance with applicable United States federal and state securities laws.
10.1.1.1. So long as no Event of Default shall have occurred and be continuing, (a) assignments will be limited to persons engaged in lending or purchasing and holding loans and securities in the ordinary course of business, and (b) no Note Purchaser may sell, assign, transfer or negotiate all or any part of its Notes without the Issuer’s consent, such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, no consent shall be required to effect a sale, assignment, transfer or pledge of a Note to (i) any Affiliate of such Note Purchaser, (ii) with respect to any Note Purchaser which is a fund that invests in loans and/or investments, any other such fund managed by the same investment advisor as such Note Purchaser or by an Affiliate of such Note Purchaser or such advisor (a “Related Fund”), (iii) any other Note Purchaser hereunder, or (iv) or any Person to whom a Note Purchaser assigns its rights and obligations under this Agreement as part of an assignment and transfer of such Note Purchaser’s rights in and to a material portion of such Note Purchaser ‘s portfolio of asset based credit facilities.
