Common use of Interruption License Clause in Contracts

Interruption License. Effective as of the Effective Date, Omeros hereby grants to SMRI with respect to the Program the following option to take a license (the “Interruption License”), which shall become exercisable by SMRI in the event of an Interruption: (a) An exclusive (even as to Omeros except for research purposes) worldwide license, with the right to sublicense, under the Program IP to develop, manufacture, have manufactured, use, sell, offer to sell and import Products, together with a nonexclusive worldwide license, with the right to sublicense, to any other Intellectual Property Right in the Program solely to the extent necessary for SMRI to develop, manufacture, have manufactured, use, sell, offer to sell and import Products. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (b) In the event that Omeros transfers all or substantially all of its rights and obligations to develop and commercialize a Product to a third party by virtue of a Program Conveyance, Omeros shall use reasonable good faith efforts to obtain reversion rights from the third party. The time required for such rights to revert to Omeros shall be excused and shall not constitute an Interruption. Upon reversion to Omeros of such rights in the Product, the Interruption License shall again become exercisable by SMRI in the event of an Interruption, in which case such reversion rights shall flow to the benefit of SMRI. Except for such reversion rights that Omeros might obtain from any third party, such third party shall not be subject to the obligations of the Interruption License. (c) The Interruption License shall be deemed to constitute intellectual property as defined in Section 365(n) of the U.S. Bankruptcy Code. Omeros agrees that SMRI, as a licensee of such rights, shall retain and may exercise all of its rights and elections under the U.S. Bankruptcy Code; provided, however, that nothing in this Agreement shall be deemed to constitute a present exercise of such rights and elections. (d) In connection with this Section 3.1.4, Omeros shall deliver to SMRI, within thirty (30) days of the occurrence of an Interruption, all materials and data generated in the performance of the Program, and all other materials and data that Omeros may own and/or control that are required by SMRI to use and practice and applicable technology. (e) In the event that the Interruption License becomes effective, in lieu of any other royalties pursuant to this Agreement (other than royalties or payments under Sections 2.5 and 2.6 previously paid by Omeros to SMRI in accordance with this Agreement), the Parties shall share equally any amount SMRI receives with respect to the Program or any Product (including amounts received in connection with sublicenses of the Interruption License), provided that, SMRI’s share † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION shall increase and Omeros’ share shall decrease by [†] SMRI spends in addition to the Grant Funds and equity investment pursuant to this Agreement with respect to the research, development and/or commercialization of the Product after the effective date of the Interruption License, except that, in no event shall Omeros’ share decrease below [†]. Thus, for example, if SMRI’s expenditures after the effective date of the Interruption License are [†], SMRI’s share will increase to [†] and Omeros’ share will decrease to [†].

Interruption License. Effective as of the Effective Date, Omeros hereby grants to SMRI with respect to the Program the following option to take a license (the “Interruption License”), which shall become exercisable by SMRI in the event of an Interruption: (a) An exclusive (even as to Omeros except for research purposes) worldwide license, with the right to sublicense, under the Program IP to develop, manufacture, have manufactured, use, sell, offer to sell and import Products, together with a nonexclusive worldwide license, with the right to sublicense, to any other Intellectual Property Right in the Program solely to the extent necessary for SMRI to develop, manufacture, have manufactured, use, sell, offer to sell and import Products. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION. (b) In the event that Omeros transfers all or substantially all of its rights and obligations to develop and commercialize a Product to a third party by virtue of a Program Conveyance, Omeros shall use reasonable good faith efforts to obtain reversion rights from the third party. The time † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION required for such rights to revert to Omeros shall be excused and shall not constitute an Interruption. Upon reversion to Omeros of such rights in the Product, the Interruption License shall again become exercisable by SMRI in the event of an Interruption, in which case such reversion rights shall flow to the benefit of SMRI. Except for such reversion rights that Omeros might obtain from any third party, such third party shall not be subject to the obligations of the Interruption License. (c) The Interruption License shall be deemed to constitute intellectual property as defined in Section 365(n) of the U.S. Bankruptcy Code. Omeros agrees that SMRI, as a licensee of such rights, shall retain and may exercise all of its rights and elections under the U.S. Bankruptcy Code; provided, however, that nothing in this Agreement shall be deemed to constitute a present exercise of such rights and elections. (d) In connection with this Section 3.1.4, Omeros shall deliver to SMRI, within thirty (30) days of the occurrence of an Interruption, all materials and data generated in the performance of the Program, and all other materials and data that Omeros may own and/or control that are required by SMRI to use and practice and applicable technology. (e) In the event that the Interruption License becomes effective, in lieu of any other royalties pursuant to this Agreement (other than royalties or payments under Sections 2.5 and 2.6 previously paid by Omeros to SMRI in accordance with this Agreement), the Parties shall share equally any amount SMRI receives with respect to the Program or any Product (including amounts received in connection with sublicenses of the Interruption License), provided that, SMRI’s share † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION shall increase and Omeros’ share shall decrease by [†] SMRI spends in addition to the Grant Funds and equity investment pursuant to this Agreement with respect to the research, development and/or † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION commercialization of the Product after the effective date of the Interruption License, except that, in no event shall Omeros’ share decrease below [†]. Thus, for example, if SMRI’s expenditures after the effective date of the Interruption License are [†], SMRI’s share will increase to [†] and Omeros’ share will decrease to [†].

Interruption License. Effective In the event of an Interruption that is not cured as of the Effective Dateprovided in Section 9.3, Omeros CFFT shall elect within thirty (30) days, to either terminate this Agreement and pursue such remedies as may be available to it under law, or to elect to accept an Interruption License (as defined in this Section 9.6). Subject to CFFT’s election to accept an Interruption License, EPIX hereby grants to SMRI CFFT with respect to the Program Research Project the following option to take a license (the “Interruption License”), which shall become exercisable effective solely upon written notice given by SMRI CFFT in the event of an Interruption: (a) An an exclusive (even as to Omeros except for research purposesEPIX) worldwide license, with the right to sublicense, under the Program IP EPIX Research Project Technology and the EPIX Background Technology necessary to develop, manufacture, have manufactured, use, sell, offer to sell and import Products, together with a nonexclusive worldwide license, with the right to sublicense, to any other Intellectual Property Right Products in the Program solely Field; provided that: (i) to the extent necessary any rights licensed hereunder are in-licensed by EPIX from Third Parties, such Interruption License shall in all respects be governed by and subject to such Third Party rights, including, for SMRI example, that such Interruption License may not be exclusive with respect to developsuch Third Party rights and that CFFT shall be responsible for making all payments due under such agreements (other than payments under the Tel Aviv License, manufacturewhich shall remain EPIX’ responsibility) that are required in connection with the grant or the exercise of rights under the Interruption License and (ii) the Interruption License shall not permit or allow CFFT, its Affiliates or their sublicensees to make any use of, or have manufacturedany access to, usethe Technology licensed by EPIX under the Tel Aviv License nor any screening, sell, offer to sell and import Products. † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSIONoptimization or other in silico technologies Controlled by EPIX. (b) In the event that Omeros EPIX transfers all of or substantially all certain of its rights and obligations to develop and commercialize a Product to a third party by virtue of a Program Conveyance, Omeros shall use reasonable good faith efforts to obtain reversion rights from the third party. The time required for such rights to revert to Omeros shall be excused and shall not constitute an Interruption. Upon reversion to Omeros of such rights in the ProductField at any time, the Interruption License shall again become exercisable by SMRI Third Party to which EPIX transfers all or certain rights and obligations to develop and commercialize the Product in the event of an Interruption, in which case such reversion rights Field shall flow to the benefit of SMRI. Except for such reversion rights that Omeros might obtain from any third party, such third party shall not be subject to the obligations of the Interruption License. (c) . The Interruption License shall be deemed to constitute intellectual property as defined in Section 365(n) of the U.S. Bankruptcy Code. Omeros EPIX agrees that SMRICFFT, as a licensee of such rights, shall retain and may exercise all of its rights and elections under the U.S. Bankruptcy Code; provided, however, that nothing in this Agreement shall be deemed to constitute a present exercise of such rights and elections. (dc) In connection with this Section 3.1.49.6, Omeros without limitation, EPIX shall deliver to SMRICFFT, within thirty (30) days of the occurrence of an Interruption, all materials and data generated by EPIX in the performance of the Program, and all other materials and data that Omeros may own and/or control Research Project that are required by SMRI necessary to use the practice the license described in Section 9.6(a) above. (d) EPIX shall promptly report to CFFT upon the occurrence of an Interruption explaining the circumstances of the Interruption and practice and applicable technologyits future intent regarding the continuation of the Research Project. CFFT may determine in its sole discretion to defer the written notice of effectiveness of the Interruption License based on such report. (e) In Upon the event that grant of the Interruption License becomes effectiveLicense, in lieu of any other royalties pursuant to this Agreement the licenses granted hereunder shall terminate (other than royalties or payments under Sections 2.5 and 2.6 previously paid by Omeros to SMRI in accordance with this Agreement), the Parties shall share equally any amount SMRI receives with respect to the Program or any Product (including amounts received in connection with sublicenses of the Interruption License), provided thatall of EPIX obligations hereunder shall terminate, SMRI’s share † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION shall increase and Omeros’ share shall decrease by [†] SMRI spends in addition to except for those that expressly survive the Grant Funds and equity investment pursuant to termination of this Agreement with respect and CFFT shall no longer be required to provide any amounts remaining under the research, development and/or commercialization Award other than payments that were due and owing as of the Product after Effective Date of the effective date grant of the Interruption Licenselicense. (f) Except as provided in Section 3.1.8(c), except that, in no event shall Omeros’ share decrease below [†]. Thus, for example, if SMRI’s expenditures after the effective date acceptance by CFFT of the an Interruption License are [†]shall be lieu of any and all other claims, SMRI’s share will increase rights or remedies that might be available to [†] and Omeros’ share will decrease to [†]CFFT hereunder or at law in connection with such breach or Interruption.