Survival of Sublicenses. Any sublicense shall, at the election of the applicable Sublicensee, survive termination of this Agreement, in accordance with the provisions of this Section 2.2.2. Upon termination of this Agreement, and at the written request of a Sublicensee, Poniard will grant to each Sublicensee not then in default of its obligations under its sublicense agreement, an option to obtain directly from Poniard a license agreement on the terms set forth below, which option shall be exercisable by each Sublicensee during the [**] day period commencing on the later of the date of termination of this Agreement or when Sublicensee learns of such termination. In the event a Sublicensee elects to exercise this option and provides its written notice thereof within the [**] day period, as a condition precedent to Poniard’s obligation to grant the direct license to that Sublicensee, such Sublicensee must pay to Poniard all past due royalties, non-royalty revenue, patent costs and all other monies owed by Verastem to Poniard under this Agreement relating to the license rights hereunder that are sublicensed to Sublicensee. Upon Poniard’s receipt of all such outstanding monies, Poniard shall enter into a license agreement (a “New License Agreement”) directly with the requesting Sublicensee and the license granted in each New License Agreement shall be retroactive to the date of termination of this Agreement. Each New License Agreement shall be subject to the same non-financial terms and conditions as those in this Agreement; provided, however, that each New License Agreement shall contain substantially the same terms and conditions regarding sublicense scope, sublicense territory, duration of sublicense grant, and diligence obligations as the sublicense agreement between such Sublicensee and Verastem. In addition, (a) each Sublicensee shall agree in the New License Agreement to terms providing that in no event shall Poniard be liable to Sublicensee for any actual or alleged breach of such sublicense agreement by Verastem; (b) Poniard shall not have any obligations to such Sublicensee other than Poniard’s obligations to Verastem as set forth herein; and (c) in no event shall Poniard be obliged to accept provisions in the New License Agreement (i) unless such provisions correspond to rights granted by Verastem to Sublicensee in conformance with this Agreement and such provisions are not in conflict with the rights, duties and obligations accruing to the Verastem under this Agreement; or (ii) where such provisions are inconsistent with the legal obligations under any other sublicense agreement granted by Verastem, or by applicable federal, state or local statute or regulation. The financial consideration to Poniard under the New License Agreement shall be as follows: each such Sublicensee shall be required to make any monetary payment(s) to Poniard that, had this Agreement not been terminated, Verastem would have been required to make to Poniard under this Agreement based on the rights sublicensed to Sublicensee. Verastem must include or specifically reference this Section 2.2.2 in each of its sublicense agreements in order for such Sublicensee to have the option described above.
Appears in 2 contracts
Samples: License Agreement (Verastem, Inc.), License Agreement (Verastem, Inc.)
Survival of Sublicenses. Any sublicense shall, at the election of the applicable Sublicensee, survive termination of this Agreement, in accordance with the provisions of this Section 2.2.28.7. Upon termination of this Agreement, and at the written request of a Scripps hereby grants to each Sublicensee, Poniard will grant to each Sublicensee not then in default of its obligations under its sublicense agreementdefault, an option to obtain directly from Poniard Scripps a license agreement on the terms set forth below, which option shall be exercisable by each such Sublicensee during the [**] sixty (60) day period commencing on the later of the date of termination of this Agreement pursuant to this Section 8 or when such Sublicensee learns of such termination. In the event a Sublicensee elects to exercise this option and provides its written notice thereof within the [**] sixty (60) day period, as a condition precedent to Poniard’s Scripps’ obligation to grant the direct license to that Sublicensee, such Sublicensee (or if there is at such time more than one Sublicensee exercising this option, then those Sublicensees jointly and severally) must pay to Poniard Scripps all past due royalties, non-royalty revenue, patent costs and all other monies owed by Verastem Licensee to Poniard Scripps under this Agreement relating (the “Past Due Amount”). Upon request of any Sublicensee, Scripps shall disclose to such Sublicensee (in confidence) the Past Due Amount, and Licensee hereby waives any confidentiality or other rights with respect to such information, solely to the license rights hereunder extent necessary for Scripps to provide such information to such Sublicensee in accordance with this Section 8.7. In addition, Scripps shall use reasonable efforts to facilitate communication between Sublicensees that are sublicensed indicate a desire to Sublicenseecoordinate a joint payment of the Past Due Amount. Upon Poniard’s Scripps’ receipt of all such outstanding moniesthe Past Due Amount, Poniard Scripps shall enter into a license agreement (a “New License Agreement”) directly with the each requesting Sublicensee and the license granted in each New License Agreement shall be retroactive to the date of termination of this Agreement. Each New License Agreement shall be subject to the same non-financial terms and conditions as those in this Agreement; provided, however, that each New License Agreement shall contain substantially the same terms and conditions regarding sublicense scope, sublicense territory, duration of sublicense grant, and diligence obligations as the sublicense agreement between such Sublicensee and VerastemLicensee. In addition, (ai) each Sublicensee shall agree in the New License Agreement to terms providing that in no event shall Poniard Scripps be liable to Sublicensee for any actual or alleged breach of such sublicense agreement by VerastemLicensee; (bii) Poniard Scripps shall not have any obligations to such Sublicensee other than Poniard’s Scripps’ obligations to Verastem Licensee as set forth herein; and (ciii) in no event shall Poniard Scripps be obliged to accept provisions in the New License Agreement (ia) unless such provisions correspond to rights granted by Verastem Licensee to Sublicensee in conformance with this Agreement and such provisions are not in conflict with the rights, duties and obligations accruing to the Verastem Licensee under this Agreement; or (iib) where such provisions are inconsistent with the legal obligations under any other sublicense agreement granted by VerastemLicensee, or by applicable federal, state or local statute or regulation. The financial consideration to Poniard Scripps under the New License Agreement shall be as follows: (A) such Sublicensee (or if there is at such time more than one such Sublicensee who elects to enter into a New License Agreement, such Sublicensees jointly and severally) shall be required to make any minimum annual royalties due pursuant to Section 2.3.2 and to pay Licensee’s share of any patent costs, as set forth in Section 3.2; and (B) each such Sublicensee shall be required to make any monetary payment(s) to Poniard that, had this Agreement not been terminated, Verastem Licensee would have been required to make to Poniard under this Agreement based on as a result of the rights sublicensed to activities of such Sublicensee. Verastem Notwithstanding the foregoing, in no event shall the minimum annual royalties due pursuant to Section 2.3.2 by a particular Sublicensee for any twelve (12) month period specified therein (i.e., any calendar year) exceed the greater of [***] Dollars ($[***]) or [***] percent ([***]%) of the total royalties payable under the New License Agreement by such Sublicensee (if any) during the immediately preceding twelve (12) month period. Each Sublicensee shall be an intended third party beneficiary of this Section 8.7, to the extent such Sublicensee exercises its option under this Section 8.7. Licensee must include or specifically reference this Section 2.2.2 8.7 in each of its sublicense agreements in order for such Sublicensee to have the option described above.”
Appears in 2 contracts
Samples: License Agreement, License Agreement (Sangamo Biosciences Inc)
Survival of Sublicenses. Any sublicense shallIn the event that the licenses granted to Arsanis under this Agreement are terminated, at any granted sublicenses to Program Transaction counterparties (to avoid doubt, granted to Third Parties, not Arsanis Affiliates) will remain in full force and effect; provided, that the election sublicensee is not then in breach of its Program Transaction agreement and the Program Transaction counterparty agrees to be bound to Adimab as a licensor under the terms and conditions of the applicable SublicenseeProgram Transaction agreement (including payment obligations), survive termination of without imposing any greater obligation on Adimab than imposed on Adimab under this Agreement. Adimab will enter into appropriate agreements or amendments to the Program Transaction agreement to substitute itself for Arsanis as the licensor thereunder. Regardless of any prior Royalty Election or Revenue Election made by Arsanis, in accordance with upon the effective date of such termination the Revenue Election shall apply to any Program Transaction to which Adimab becomes a party under this Section, and the provisions of this Section 2.2.2. Upon termination of this AgreementSections 4.3(c), (d), and at (e) and Section 4.4 shall apply mutatis mutandis to require Adimab to make payments to Arsanis with respect to such Program Transaction in the written request of a Sublicensee, Poniard will grant same amounts and in relation to each Sublicensee not then in default of its obligations under its sublicense agreement, an option to obtain directly from Poniard a license agreement on the terms set forth below, which option shall be exercisable by each Sublicensee during the [**] day period commencing on the later same revenues and sales as such Sections of the date of termination of this Agreement or when Sublicensee learns of such termination. In the event a Sublicensee elects provide for Arsanis to exercise this option and provides its written notice thereof within the [**] day period, as a condition precedent pay Adimab with respect to Poniard’s obligation to grant the direct license to that Sublicensee, such Sublicensee must pay to Poniard all past due royalties, non-royalty revenue, patent costs and all other monies owed by Verastem to Poniard under this Agreement relating to the license rights hereunder that are sublicensed to Sublicensee. Upon Poniard’s receipt of all such outstanding monies, Poniard shall enter into a license agreement (a “New License Agreement”) directly with the requesting Sublicensee and the license granted in each New License Agreement shall be retroactive to the date of termination of this Agreement. Each New License Agreement shall be Program Transactions subject to the same non-financial terms and conditions as those in this AgreementRevenue Election; provided, however, that each New License Agreement shall contain substantially the same terms and conditions regarding sublicense scopeAdimab may apply, sublicense territory, duration of sublicense grant, and diligence obligations as the sublicense agreement between such Sublicensee and Verastem. In addition, (a) each Sublicensee shall agree in the New License Agreement to terms providing that in no event shall Poniard be liable to Sublicensee for a credit against any actual or alleged breach of such sublicense agreement by Verastem; (b) Poniard shall not have any obligations to such Sublicensee other than Poniard’s obligations to Verastem as set forth herein; and (c) in no event shall Poniard be obliged to accept provisions in the New License Agreement (i) unless such provisions correspond to rights granted by Verastem to Sublicensee in conformance with this Agreement and such provisions are not in conflict with the rights, duties and obligations accruing to the Verastem under this Agreement; or (ii) where such provisions are inconsistent with the legal obligations under any other sublicense agreement granted by Verastem, or by applicable federal, state or local statute or regulation. The financial consideration to Poniard under the New License Agreement shall be as follows: each such Sublicensee shall be required to make any monetary payment(s) to Poniard that, had this Agreement not been terminated, Verastem would have been future payments Adimab is required to make to Poniard Arsanis under this Agreement, up to one hundred percent (100%) of the amount (“Adimab True-up Amount”) equal to (i) [**] percent ([**]%) of the total amount of any Program Transaction Revenue, Multi-Product Deal Program Transaction Revenue or Multi-Target Deal Program Transaction Revenue, as the case may be, received by Arsanis in respect of such Program Transaction under this Agreement based prior to the effective date of termination, less (ii) the total amount of any payments received by Adimab in respect of such Program Transaction under this Agreement prior to the effective date of termination, until such Adimab True-up Amount has been applied in full. To avoid doubt, Adimab is not required to assume any greater obligations to the Program Transaction counterparty than Adimab’s obligations to Arsanis under this Agreement, other than the obligation to provide a sublicense under the license to Adimab of Section 9.6 under any Patents on the rights sublicensed to Sublicensee. Verastem must include or specifically reference this Section 2.2.2 in each of its sublicense agreements in order for such Sublicensee to have the option described aboveBroad Non-CDR Antibody Inventions and Epitope Patents.
Appears in 1 contract
Survival of Sublicenses. Any sublicense shallIf the licenses granted to AstraZeneca under Section 3.2 (License Grants to AstraZeneca) and the sublicenses thereunder granted to Sublicensees pursuant to any agreement between AstraZeneca and the applicable Sublicensee (each, “Sublicense Agreement”) terminate pursuant to this Article 14 (Term and Termination), then, at the election request of any affected Sublicensee within [***] following the applicable effective date of termination, Cellectis shall, with the reasonable assistance from AstraZeneca (upon Cellectis’s request), enter into a direct license with such Sublicensee, survive termination of this under the Licensed Technology that was previously sublicensed to such Sublicensee, on substantially the same terms as set forth in the Sublicense Agreement (i.e., providing Sublicensee substantially the same rights and obligations, including financial obligations, as included in the Sublicense Agreement); provided, that (i) the Sublicense Agreement was properly granted in accordance compliance with the provisions of this Section 2.2.2. Upon termination terms of this Agreement, and at (ii) the written request Sublicensee is in compliance with the terms of such Sublicense Agreement and the applicable provisions of this Agreement. During the pendency of any negotiation of a direct license agreement between Cellectis and the applicable Sublicensee in accordance with this Section 14.4 (Survival of Sublicenses), to ensure no disruption in the rights granted to such Sublicensee, Poniard will grant such Sublicensee is hereby licensed to each Sublicensee not then in default of continue to exercise its obligations under its sublicense agreement, an option to obtain directly from Poniard a license agreement on the terms rights as set forth belowunder such Sublicense Agreement and, which option shall be exercisable by each Sublicensee during such period, the [**] day period commencing on the later applicable terms of the date of termination Sublicense Agreement shall apply mutatis mutandis to Cellectis rather than AstraZeneca; provided, that Cellectis will not have the right to terminate or otherwise restrict any rights granted to a Sublicensee that is not also in breach of this Agreement or when Sublicensee learns of such termination. In the event a Sublicensee elects to exercise this option and provides its written notice thereof within the [**] day period, as a condition precedent to Poniard’s obligation to grant the direct license to that Sublicensee, such Sublicensee must pay to Poniard all past due royalties, non-royalty revenue, patent costs and all other monies owed by Verastem to Poniard under this Agreement relating to the license rights hereunder that are sublicensed to Sublicensee. Upon Poniard’s receipt of all such outstanding monies, Poniard shall enter into a license agreement (a “New License Agreement”) directly with the requesting Sublicensee and the license granted in each New License Agreement shall be retroactive to the date of termination of this applicable Sublicense Agreement. Each New License Agreement shall be subject to the same non-financial terms and conditions as those in this Agreement; provided, however, that each New License Agreement shall contain substantially the same terms and conditions regarding sublicense scope, sublicense territory, duration of sublicense grant, and diligence obligations as the sublicense agreement between such Sublicensee and Verastem. In addition, (a) each Sublicensee shall agree in the New License Agreement to terms providing that in no event shall Poniard be liable to Sublicensee for any actual or alleged breach of such sublicense agreement by Verastem; (b) Poniard shall not have any obligations to such Sublicensee other than Poniard’s obligations to Verastem as set forth herein; and (c) in no event shall Poniard be obliged to accept provisions in the New License Agreement (i) unless such provisions correspond to rights granted by Verastem to Sublicensee in conformance with this Agreement and such provisions are not in conflict with the rights, duties and obligations accruing to the Verastem under this Agreement; or (ii) where such provisions are inconsistent with the legal obligations under any other sublicense agreement granted by Verastem, or by applicable federal, state or local statute or regulation. The financial consideration to Poniard under the New License Agreement shall be as follows: each such Sublicensee shall be required to make any monetary payment(s) to Poniard that, had this Agreement not been terminated, Verastem would have been required to make to Poniard under this Agreement based on the rights sublicensed to Sublicensee. Verastem must include or specifically reference a third party beneficiary of this Section 2.2.2 in each 14.4 (Survival of its sublicense agreements in order for such Sublicensee to have the option described aboveSublicenses).
Appears in 1 contract
Samples: Joint Research and Collaboration Agreement (Cellectis S.A.)
Survival of Sublicenses. Any sublicense shallIn the event that the licenses granted to Alector under this Agreement are terminated, at any granted sublicenses to Program Transaction counterparties (to avoid doubt, granted to Third Parties, not Alector Affiliates) will remain in full force and effect; provided, that the election sublicensee is not then in breach of its Program Transaction agreement and the Program Transaction counterparty agrees to be bound to Adimab as a licensor under the terms and conditions of the applicable SublicenseeProgram Transaction agreement (including payment obligations), survive termination of without imposing any greater obligation on Adimab than imposed on Adimab under this Agreement. Adimab will enter into appropriate agreements or amendments to the Program Transaction agreement to substitute itself for Alector as the licensor thereunder. Regardless of any prior Royalty Election or Revenue Election made by Alector, in accordance with upon the effective date of such termination the Revenue Election shall apply to any Program Transaction to which Adimab becomes a party under this Section, and the provisions of this Sections 4.3(c), (d), (e), (f) and (g) and Section 2.2.2. Upon termination of this Agreement, 4.4 shall apply mutatis mutandis to require Adimab to make payments to Alector with respect to such Program Transaction in the same amounts and at in relation to the written request of a Sublicensee, Poniard will grant to each Sublicensee not then in default of its obligations under its sublicense agreement, an option to obtain directly from Poniard a license agreement on the terms set forth below, which option shall be exercisable by each Sublicensee during the [**] day period commencing on the later same revenues and sales as such Sections of the date of termination of this Agreement or when Sublicensee learns of such termination. In the event a Sublicensee elects provide for Alector to exercise this option and provides its written notice thereof within the [**] day period, as a condition precedent pay Adimab with respect to Poniard’s obligation to grant the direct license to that Sublicensee, such Sublicensee must pay to Poniard all past due royalties, non-royalty revenue, patent costs and all other monies owed by Verastem to Poniard under this Agreement relating to the license rights hereunder that are sublicensed to Sublicensee. Upon Poniard’s receipt of all such outstanding monies, Poniard shall enter into a license agreement (a “New License Agreement”) directly with the requesting Sublicensee and the license granted in each New License Agreement shall be retroactive to the date of termination of this Agreement. Each New License Agreement shall be Program Transactions subject to the same non-financial terms and conditions as those in this AgreementRevenue Election; provided, however, that each New License Agreement shall contain substantially the same terms and conditions regarding sublicense scopeAdimab may apply, sublicense territory, duration of sublicense grant, and diligence obligations as the sublicense agreement between such Sublicensee and Verastem. In addition, (a) each Sublicensee shall agree in the New License Agreement to terms providing that in no event shall Poniard be liable to Sublicensee for a credit against any actual or alleged breach of such sublicense agreement by Verastem; (b) Poniard shall not have any obligations to such Sublicensee other than Poniard’s obligations to Verastem as set forth herein; and (c) in no event shall Poniard be obliged to accept provisions in the New License Agreement (i) unless such provisions correspond to rights granted by Verastem to Sublicensee in conformance with this Agreement and such provisions are not in conflict with the rights, duties and obligations accruing to the Verastem under this Agreement; or (ii) where such provisions are inconsistent with the legal obligations under any other sublicense agreement granted by Verastem, or by applicable federal, state or local statute or regulation. The financial consideration to Poniard under the New License Agreement shall be as follows: each such Sublicensee shall be required to make any monetary payment(s) to Poniard that, had this Agreement not been terminated, Verastem would have been future payments Adimab is required to make to Poniard Alector under this Agreement, up to [***] percent ([***]%) of the amount (“Adimab True-up Amount”) equal to (i) [***] percent ([***]%) of the total amount of any [***] or [***], as the case may be, received by Alector in respect of such Program Transaction under this Agreement based on prior to the rights sublicensed effective date of termination, less (ii) [***]. To avoid doubt, Adimab is not required to Sublicenseeassume any greater obligations to the Program Transaction counterparty than Adimab’s obligations to Alector under this Agreement, other than the obligation to provide a sublicense under the license to Adimab of Section 9.5 under any Broad Target/Non-CDR Antibody Patents. Verastem must include or specifically reference *** Certain information in this Section 2.2.2 in each agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of its sublicense agreements in order for such Sublicensee to have the option described abovea confidential treatment request.
Appears in 1 contract
Survival of Sublicenses. Any sublicense shall, at the election of the applicable Sublicenseesublicensee, survive termination of this Agreement, in accordance with the provisions of this Section 2.2.2. Upon termination of this Agreement, and at the written request of a Sublicenseesublicensee, Poniard TSRI will grant to each Sublicensee sublicensee, not then in default of its obligations under its sublicense agreementdefault, an option to obtain directly from Poniard TSRI a license agreement on the terms set forth below, which option shall be exercisable by each Sublicensee sublicensee during the [**] day period commencing on the later of the date of termination of this Agreement or when Sublicensee sublicensee learns of such termination. In the event a Sublicensee sublicensee elects to exercise this option and provides its written notice thereof within the [**] day period, as a condition precedent to PoniardTSRI’s obligation to grant the direct license to that Sublicenseesublicensee, such Sublicensee sublicensee must pay to Poniard TSRI all past due royalties, non-royalty revenue, patent costs and all other monies owed by Verastem Licensee to Poniard TSRI under this Agreement relating to the license rights hereunder that are sublicensed to SublicenseeAgreement. Upon PoniardTSRI’s receipt of all such outstanding monies, Poniard TSRI shall enter into a license agreement (a “New License Agreement”) directly with the requesting Sublicensee sublicensee and the license granted in each New License Agreement shall be retroactive to the date of termination of this Agreement. Each New License Agreement shall be subject to the same non-financial terms and conditions as those in this Agreement; provided, however, that each New License Agreement shall contain substantially the same terms and conditions regarding sublicense scope, sublicense territory, duration of sublicense grant, and diligence obligations as the sublicense agreement between such Sublicensee sublicensee and VerastemLicensee. In addition, (ai) each Sublicensee sublicensee shall agree in the New License Agreement to terms providing that in no event shall Poniard TSRI be liable to Sublicensee sublicensee for any actual or alleged breach of such sublicense agreement by Verastem[**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of the exhibit has been filed separately with the Commission. Licensee; (bii) Poniard TSRI shall not have any obligations to such Sublicensee sublicensee other than PoniardTSRI’s obligations to Verastem Licensee as set forth herein; and (ciii) in no event shall Poniard TSRI be obliged to accept provisions in the New License Agreement (ia) unless such provisions correspond to rights granted by Verastem Licensee to Sublicensee sublicensee in conformance with this Agreement and such provisions are not in conflict with the rights, duties and obligations accruing to the Verastem Licensee under this Agreement; or (iib) where such provisions are inconsistent with the legal obligations under any other sublicense agreement granted by VerastemLicensee, or by applicable federal, state or local statute or regulation. The financial consideration to Poniard TSRI under the New License Agreement shall be as follows: (A) such sublicensee (or if there is at such time more than one such sublicensee, such sublicensees severally and jointly) shall be required to make the aggregate minimum annual royalties due pursuant to Section 3.2; and (B) each such Sublicensee sublicensee shall be required to make any monetary payment(s) to Poniard that, had this Agreement not been terminated, Verastem Licensee would have been required to make to Poniard under this Agreement based on the rights sublicensed to SublicenseeAgreement. Verastem Licensee must include or specifically reference this Section 2.2.2 in each of its sublicense agreements in order for such Sublicensee sublicensee to have the option described above.
Appears in 1 contract
Samples: License Agreement (Verastem, Inc.)
