Common use of SUPERGEN COVENANTS Clause in Contracts

SUPERGEN COVENANTS. SuperGen covenants that during the term of this Agreement, it will: (a) fulfill all of its obligations under the Xxxxxxx License Agreement and any other Third Party license agreements or other agreements relating to the Product to which SuperGen is a Party or becomes a Party during the term of this Agreement (collectively, the "SuperGen License Agreements"), including, but not limited to, any royalty, milestone or other monetary obligations set forth therein; (b) take no action nor will it omit to take any action which would cause it to be in breach of any provision of any of the SuperGen License Agreements relating to the CONFIDENTIAL TREATMENT REQUESTED Product which would or could otherwise trigger termination of any such Agreements (e.g., bankruptcy, change of control in whole or with respect to any part of the Territories) or which would or could cause the conversion of any SuperGen License Agreement from an exclusive to nonexclusive agreement, in whole or with respect to any part of the Territories; (c) notify Xxxxxx in the event that, and within three (3) business days after, SuperGen receives notice from any of SuperGen's licensors that SuperGen is in default under any SuperGen License Agreement relating to the Product or that any such SuperGen licensor has terminated or intends to terminate any SuperGen License Agreement in whole or with respect to any part of the Territories or convert any SuperGen License Agreement from an exclusive to non-exclusive agreement in whole or with respect to any part of the Territories, or otherwise take any action in connection with a SuperGen License Agreement which would adversely affect Xxxxxx'x rights under this Agreement. In the event of any default of the type described in this Section 9.2(c), SuperGen agrees that if it fails or does not intend to cure such default, Xxxxxx may, at Xxxxxx'x option and to the extent permitted under the applicable license agreement, do so and may offset against SuperGen's share of the U.S. Product Profit and the royalty payable to SuperGen by Xxxxxx pursuant to Article 7 above, as applicable, any reasonable expenses Xxxxxx incurs in curing such default, except for any portion of such expenses that would have otherwise been included as part of Third Party Royalties. Xxxxxx and SuperGen shall account for such portion of expense as a SuperGen Third Party Royalty; (d) provide Xxxxxx with a copy of any reports, correspondence or notice within three (3) business days from the submission to or receipt from Xxxxxxx or any other Third Party licensor under any SuperGen License Agreement. (e) notify Xxxxxx no later than thirty (30) days prior to implementing any decision to abandon or allow to lapse any patent application or patent or not to initiate or take any other patent prosecution activity with respect to any Product Patent. In such event, SuperGen agrees that Xxxxxx may assume any such patent prosecution activity in connection therewith, and SuperGen shall reasonably cooperate with Xxxxxx in connection with any such patent prosecution activity and, if requested by Xxxxxx, shall use its reasonable efforts to seek the cooperation of Xxxxxxx or any other Third Party licensor; and (f) take no action nor will it omit to take any action which would result in derogation of the Licensed Patents in any existing or future litigation or interference with any Third Parties or future oppositions to foreign patents of any Third Parties.

SUPERGEN COVENANTS. SuperGen covenants that during the term of this Agreement, it will: (a) fulfill all of its obligations under the Xxxxxxx License Agreement and any [_____________________] or other Third Party license agreements or other agreements relating to the Product to which SuperGen is a Party or becomes a Party during the term of this Agreement (collectively, the "SuperGen License Agreements"), including, but not limited to, any royalty, milestone or other monetary obligations set forth therein; (b) take no action nor will it omit to take any action which would cause it to be in breach of any provision of any of the SuperGen License Agreements relating to the CONFIDENTIAL TREATMENT REQUESTED Product which would or could otherwise trigger termination of any such Agreements (e.g., bankruptcy, change of control in whole or with respect to any part of the Territories) or which would or could cause the conversion of any SuperGen License Agreement from an exclusive to nonexclusive agreement, in whole or with respect to any part of the Territories; (c) notify Xxxxxx in the event that, and within three (3) business days [__________________________] after, SuperGen receives notice from any of SuperGen's licensors that SuperGen is in default under any SuperGen License Agreement relating to the Product or that any such SuperGen licensor has terminated or intends to terminate any SuperGen License Agreement in whole or with respect to any part of the Territories or convert any SuperGen License Agreement from an exclusive to non-exclusive agreement in whole or with respect to any part of the Territories, or otherwise take any action in connection with a SuperGen License Agreement which would adversely affect Xxxxxx'x rights under this Agreement. In the event of any default of the type described in this Section 9.2(c), SuperGen agrees that if it fails or does not intend to cure such default, Xxxxxx may, at Xxxxxx'x option and to the extent permitted under the applicable license agreement, do so and may offset against SuperGen's share of the U.S. Product Profit and the royalty payable to SuperGen by Xxxxxx pursuant to Article 7 above, as applicable, any reasonable expenses Xxxxxx incurs in curing such default, except for any portion of such expenses that would have otherwise been included as part of Third Party Royalties. Xxxxxx and SuperGen shall account for such portion of expense as a SuperGen Third Party Royalty[__________________________] [__________________________]; (d) provide Xxxxxx with a copy of any reports, correspondence or notice within three (3) business days from the submission to or receipt from Xxxxxxx or any other Third Party licensor [________________________] under any SuperGen License Agreement. (e) notify Xxxxxx no later than thirty (30) days [________] prior to implementing any decision to abandon or allow to lapse any patent application or patent or not to initiate or take any other patent prosecution activity with respect to any Product Patent. In such event, SuperGen agrees that Xxxxxx may assume any such patent prosecution activity in connection therewith, and SuperGen shall reasonably cooperate with Xxxxxx in connection with any such patent prosecution activity and, if requested by Xxxxxx, shall use its reasonable efforts to seek the cooperation of Xxxxxxx or any other Third Party licensor[__________________________]; and (f) take no action nor will it omit to take any action which would result in derogation of the Licensed Patents in any existing or future litigation or interference with any Third Parties or future oppositions to foreign patents of any Third Parties.

SUPERGEN COVENANTS. SuperGen covenants that during the term of this Agreement, it will: : (a) fulfill all of its obligations under the Xxxxxxx License Agreement and any other Third Party license agreements or other agreements relating to the Product to which SuperGen is a Party or becomes a Party during the term of this Agreement (collectively, the "SuperGen License Agreements"), including, but not limited to, any royalty, milestone or other monetary obligations set forth therein; ; (b) take no action nor will it omit to take any action which would cause it to be in breach of any provision of any of the SuperGen License Agreements relating to the 39 <PAGE> CONFIDENTIAL TREATMENT REQUESTED Product which would or could otherwise trigger termination of any such Agreements (e.g., bankruptcy, change of control in whole or with respect to any part of the Territories) or which would or could cause the conversion of any SuperGen License Agreement from an exclusive to nonexclusive agreement, in whole or with respect to any part of the Territories; ; (c) notify Xxxxxx in the event that, and within three (3) business days after, SuperGen receives notice from any of SuperGen's licensors that SuperGen is in default under any SuperGen License Agreement relating to the Product or that any such SuperGen licensor has terminated or intends to terminate any SuperGen License Agreement in whole or with respect to any part of the Territories or convert any SuperGen License Agreement from an exclusive to non-exclusive agreement in whole or with respect to any part of the Territories, or otherwise take any action in connection with a SuperGen License Agreement which would adversely affect Xxxxxx'x rights under this Agreement. In the event of any default of the type described in this Section 9.2(c), SuperGen agrees that if it fails or does not intend to cure such default, Xxxxxx may, at Xxxxxx'x option and to the extent permitted under the applicable license agreement, do so and may offset against SuperGen's share of the U.S. Product Profit and the royalty payable to SuperGen by Xxxxxx pursuant to Article 7 above, as applicable, any reasonable expenses Xxxxxx incurs in curing such default, except for any portion of such expenses that would have otherwise been included as part of Third Party Royalties. Xxxxxx and SuperGen shall account for such portion of expense as a SuperGen Third Party Royalty; ; (d) provide Xxxxxx with a copy of any reports, correspondence or notice within three (3) business days from the submission to or receipt from Xxxxxxx or any other Third Party licensor under any SuperGen License Agreement. (e) notify Xxxxxx no later than thirty (30) days prior to implementing any decision to abandon or allow to lapse any patent application or patent or not to initiate or take any other patent prosecution activity with respect to any Product Patent. In such event, SuperGen agrees that Xxxxxx may assume any such patent prosecution activity in connection therewith, and SuperGen shall reasonably cooperate with Xxxxxx in connection with any such patent prosecution activity and, if requested by Xxxxxx, shall use its reasonable efforts to seek the cooperation of Xxxxxxx or any other Third Party licensor; and and (f) take no action nor will it omit to take any action which would result in derogation of the Licensed Patents in any existing or future litigation or interference with any Third Parties or future oppositions to foreign patents of any Third Parties.