CMCC AGREEMENT definition
Examples of CMCC AGREEMENT in a sentence
The Morphic Patents include the Existing Patents but exclude (a) the Integrin Conformational Stabilization Patents and (b) any Patents licensed to Morphic or any of its Affiliates pursuant to the CMCC Agreement.
Other than pursuant to the Celgene Agreement, Seller has not sublicensed any rights under the CMCC Agreement.
Seller has made all payments required to be made to CMCC under the CMCC Agreement prior to the date hereof and will make all payments required to be made to CMCC under the CMCC Agreement prior to the Closing Date.
Seller has not granted any material waiver under the CMCC Agreement.
Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is acquiring only the Net Celgene Payments and is not assuming any liability or obligation of Seller of whatever nature, whether presently in existence or arising or asserted hereafter, whether under the Celgene Agreement, the CMCC Agreement or otherwise (the "Excluded Liabilities and Obligations").
The CMCC Agreement is the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to equitable principles.
Prior to the Closing Date, Seller will notify Buyer of the receipt by Seller of any payment from Celgene under Sections 4.1, 4.2 or 4.3 of the Celgene Agreement and of any payment by Seller pursuant to the CMCC Agreement.
A true, correct and complete copy of the CMCC Agreement is attached hereto as Exhibit C.
Without limiting the foregoing, every sublicense granted by Gilead under Patents that are subject to the CMCC Agreement shall contain requirements for commercially reasonable due diligence in developing or exploiting such Patents, or selling Licensed Products, as specifically applicable, and Gilead shall enforce such provisions consistent with achieving Gilead’s obligations under this Agreement.
CMCC has not been released, in whole or in part, from any of its material obligations under the CMCC Agreement.