Common use of New Arrangements Clause in Contracts

New Arrangements. (a) Without limiting the provisions of this Article 6 or any other rights or remedies the Buyer may have under this Agreement, if the License Agreement is terminated prior to the date on which all Patents within the Licensed Patents have expired or been abandoned: (i) as reasonably instructed by the Buyer, the Seller will use commercially reasonable efforts to negotiate and enter into a license, assignment or transfer agreement with Licensee for the regulatory filings and approvals, data, know-how, and Patents owned or controlled by Licensee, including a license to the Karuna Product Patents, in each case, that are necessary or useful to research, develop, manufacture, use, market, sell, offer for sale, import or distribute the Licensed Products; and (ii) the Buyer shall have the exclusive right to negotiate, or cause the Seller to use commercially reasonable efforts to negotiate and enter into, a license under the Licensed Patents with a Third Party, pursuant to which such Third Party will be granted rights to research, develop, manufacture, use, market, sell, offer for sale, import or distribute the Licensed Products for any purpose that Licensee would have been permitted to research, develop, manufacture, use, market, sell, offer for sale, import or distribute the Licensed Products under the License Agreement, subject to any rights retained by Licensee following such termination pursuant to Section 11.3 of the License Agreement (such license, a “New Arrangement”). The Seller shall provide reasonable assistance to and cooperate with the Buyer, at the Buyer’s cost and expense (including the Buyer’s payment of the Seller’s reasonable and documented attorneys’ fees, if any, in connection therewith), in such efforts as the Buyer shall undertake in connection with the negotiation of, and entry into, such New Arrangement. Any New Arrangement shall (x) not become effective earlier than the effective date of such termination of the License Agreement and (y) not include terms, conditions and limitations that impose any additional obligation or expense on the Seller or that are, in the aggregate, materially less favorable to the Seller and (as a result of the Buyer’s purchase hereunder) the Buyer than those contained in the License Agreement, including with respect to obligations and costs imposed on the Seller, disclaimers of the Seller’s liability, intellectual property ownership and control, indemnification of the Seller, milestone payments, royalty rates and sharing of sublicense income. (b) Without limiting Section 6.12(a), should the Buyer identify any New Arrangement(s), the Seller agrees to execute and deliver a new license agreement to the applicable Third Party (each, a “New License Agreement”) effectuating such New Arrangement that satisfies the foregoing requirements and contains such other reasonable terms as may be required or customarily included by the Seller and agreed to by the Buyer. Thereafter, each New License Agreement shall be included for all purposes in the definition of “License Agreement” under this Agreement, any payments that are equivalent to the Royalty under such New License Agreement and any rights similar shall be included for all purposes under this Agreement, and the Seller’s and the Buyer’s rights and obligations under this Agreement in respect of the License Agreement shall apply in respect of their rights and obligations under the New License Agreement mutatis mutandis, in each case without any further action by the parties hereto to amend this Agreement or the Bill of Sale.

New Arrangements. (a) Without limiting the provisions of this Article 6 5 or any other rights or remedies the Buyer may have under this Agreement, if the License Agreement is terminated in its entirety prior to the date on which all Patents within expiration of the Licensed Patents have expired or been abandoned:Term (as defined in the License Agreement): (i) the Seller will use commercially reasonable efforts to act as reasonably instructed by the Buyer, the Seller will use commercially reasonable efforts to negotiate and enter into a license, assignment or transfer agreement with Licensee for the regulatory filings and approvals, data, know-how, data and Patents patent rights owned or controlled by Licensee, including a license to the Karuna Amgen Product Patents, in each case, that are necessary or useful to researchmake, develop, manufacturehave made, use, market, sell, offer for sale, import or distribute otherwise exploit the Licensed Products; and (ii) the Buyer shall have the exclusive right to negotiate, negotiate or cause the Seller to use commercially reasonable efforts to negotiate and enter into, a license under the Licensed Patents with a Third Partythird party, pursuant to which such Third Party third party will be granted rights to researchmake, develop, manufacturehave made, use, market, sell, offer for sale, import or distribute and otherwise exploit the Licensed Products for any purpose that Licensee would have been permitted to researchmake, develop, manufacturehave made, use, market, sell, offer for sale, import or distribute and otherwise exploit the Licensed Products under the License Agreement, subject to any rights retained by Licensee following such termination pursuant termination; provided, however, that (a) the Seller shall not be required to Section 11.3 of grant licenses broader than those set forth in the License Agreement or otherwise agree to terms, conditions and limitations (including financial terms) that are, in the aggregate, materially less favorable to the Seller (taking into account the transactions under this Agreement) than those contained in the License Agreement and (b) the Buyer shall not agree to financial terms that are, in the aggregate, materially less favorable to the Seller (taking into account the transactions under this Agreement) than those contained in the License Agreement (such licensea replacement licensing arrangement, a “New Arrangement”). The Seller and the Buyer shall each provide reasonable assistance to and cooperate with the Buyer, at the Buyer’s cost and expense (including the Buyer’s payment of the Seller’s reasonable and documented attorneys’ fees, if any, in connection therewith), in such efforts as the Buyer shall undertake other party in connection with the negotiation of, and entry into, such New Arrangement. Any New Arrangement a license agreement, which shall (x) not become effective earlier than the effective date of such termination of the License Agreement and (y) not include terms, conditions and limitations that impose any additional obligation or expense on the Seller or that are, Agreement. Except in the aggregate, materially less favorable to the Seller and (as a result case of the Buyer’s purchase hereunder) termination of the Buyer than those contained in License Agreement by Licensee pursuant to Section 13.3 of the License Agreement, the Buyer shall reimburse the Seller for all reasonable out-of-pocket costs and expenses (including with respect to obligations the reasonable fees and costs imposed on the Seller, disclaimers expenses of the Seller’s liability, intellectual property ownership and control, indemnification counsel) incurred by the Seller with respect to actions taken by the Seller at the Buyer’s written request in connection with the negotiation of the Seller, milestone payments, royalty rates and sharing of sublicense incomea New Arrangement. (b) Without limiting Section 6.12(a5.12(a), should the Buyer identify any New Arrangement(s), the Seller agrees to execute and deliver a new license agreement to the applicable Third Party (each, a “New License Agreement”) effectuating such New Arrangement that satisfies the foregoing requirements and contains such other reasonable terms as may be required or customarily included by the Seller and agreed to by the Buyerof Section 5.12(a). Thereafter, each the New License Agreement shall be included for all purposes in the definition of “License Agreement” under this Agreement, any payments that are equivalent to the Royalty payment due under such New License Agreement and any rights similar shall be included for all purposes under this Agreement, and the Seller’s and the Buyer’s rights and obligations under this Agreement in respect of the License Agreement shall apply in respect of their its rights and obligations under the New License Agreement mutatis mutandis, in each case without any further action by the parties hereto to amend this Agreement or the Bill of Sale.