Common use of Upstream Agreements Clause in Contracts

Upstream Agreements. MacroGenics represents, warrants and covenants to Green Cross that: (a) Exhibit E lists all of the Upstream Agreements in existence as of the Effective Date. True and correct copies of the existing Upstream Agreements have previously been provided to Green Cross by MacroGenics, and copies of any additional Upstream Agreement entered following the Effective Date will be provided to Green Cross by MacroGenics. Notwithstanding the foregoing, prior to entering into additional Upstream Agreements, MacroGenics shall inform Green Cross to allow Green Cross to review the same. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. (b) The Upstream Agreements identified on Exhibit E are, to MacroGenics’ knowledge, in full force and effect as of the Effective Date, and MacroGenics is not aware of any that it has committed any material breach of any of the provisions of any of such Upstream Agreements, nor does there exist any condition that, to the knowledge of MacroGenics, with passage of time or sending of notice would constitute a material breach by MacroGenics of any of the provisions of such Upstream Agreements, nor is MacroGenics aware of any material breach of such Upstream Agreements by any other party thereto. (c) To the extent required to grant the licenses in this Agreement, MacroGenics has the right under the Upstream Agreements listed on Exhibit E to enter into this Agreement and grant the licenses contemplated hereby. (d) MacroGenics will fulfill all of its material obligations under the Upstream Agreements and otherwise comply with the terms thereof. MacroGenics shall furnish to Green Cross copies of all notices received by MacroGenics relating to alleged breaches or defaults by MacroGenics of its obligations under the Upstream Agreements within five (5) business days of MacroGenics receipt thereof. (e) To the extent MacroGenics is permitted or required under the terms of the Upstream Agreements to participate in the prosecution, maintenance, or enforcement or defense of any Patent or other intellectual property right sublicensed to Green Cross under this Agreement, MacroGenics shall do so after consultation with Green Cross and, as and to the extent permitted by the Upstream Agreements, Green Cross shall have the same rights with respect thereto as set forth in Section 15 hereof.

Upstream Agreements. MacroGenics represents, warrants and covenants to Green Cross that: (a) Exhibit E lists all of the Upstream Agreements in existence as of the Effective Date. True and correct copies of the existing Upstream Agreements have previously been provided to Green Cross by MacroGenics, and copies of any additional Upstream Agreement entered following the Effective Date will be provided to Green Cross by MacroGenics. Notwithstanding the foregoing, prior to entering into additional Upstream Agreements, MacroGenics shall inform Green Cross to allow Green Cross to review the same. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. (b) The Upstream Agreements identified on Exhibit E are, to MacroGenics’ knowledge, are in full force and effect as of the Effective Date, and MacroGenics in accordance with their terms; OncoC4 is not aware of any that it has committed any material in breach of any Upstream Agreement and knows of the provisions no breach of any of such Upstream AgreementsAgreement by the other party(ies) thereto; and except as set forth on Schedule 1.105, OncoC4 has neither sent, provided, nor does there exist received any condition that, notice of breach or intent to the knowledge of MacroGenics, with passage of time or sending of notice would constitute a material breach by MacroGenics of terminate any of the provisions of such Upstream Agreements, nor is MacroGenics aware of any material breach of such Upstream Agreements by any other party thereto. (c) To the extent required to grant the licenses in this Agreement, MacroGenics has the right under the Upstream Agreements listed on Exhibit E to enter into this Agreement and grant the licenses contemplated hereby. (d) MacroGenics will fulfill all of its material obligations under the Upstream Agreements and otherwise comply with the terms thereof. MacroGenics shall furnish to Green Cross The copies of all notices received by MacroGenics relating to alleged breaches or defaults by MacroGenics of its obligations under the Upstream Agreements within five (5) business days of MacroGenics receipt thereof. (e) To the extent MacroGenics is permitted or required under the terms of the Upstream Agreements made available to participate BioNTech by OncoC4 in due diligence in connection with this Agreement were true, accurate and complete, including all amendments thereto. During the prosecutionTerm, maintenanceOncoC4 will not knowingly breach any Upstream Agreement, will not terminate any Upstream Agreement, and will not modify or amend any Upstream Agreement in any manner that would limit, restrict or otherwise adversely affect in any material respect the rights granted to BioNTech hereunder, in each case, without obtaining BioNTech’s prior written consent. During the Term, OncoC4 will not exercise, waive, release, or enforcement assign any rights under any Upstream Agreement in any manner that would limit, restrict or defense of otherwise adversely affect in any Patent material respect the rights granted to BioNTech hereunder, in each case, without obtaining BioNTech’s prior written consent. Except as set forth on Schedule 10.2(i), OncoC4 and its Affiliates are not parties to any agreement with a Third Party with respect to Licensed Compounds, Licensed Products, Licensed Patents or other intellectual property right sublicensed to Green Cross under this AgreementLicensed Know-How, MacroGenics shall do so after consultation with Green Cross and, as and to the extent permitted by that is not included in the Upstream Agreements, Green Cross other than (i) routine agreements relating to Clinical Trials entered into by OncoC4 or its Affiliates in the ordinary course of business (including ordinary course agreements with clinical investigators), (ii) routine confidentiality and non-disclosure agreements entered into by OncoC4 or its Affiliates in the ordinary course of business, and (iii) routine assignment agreements with employees that fully and completely assign rights in Licensed Patents or Licensed Know-How to OncoC4 and impose no limitations, restrictions, terms, or conditions that would in any way limit OncoC4’s Control thereof; provided, that OncoC4 shall have the same rights with respect thereto as set forth in Section 15 hereofbe responsible for any and all payments to such employees pursuant to any such agreement.