Common use of Regulatory Transfers Clause in Contracts

Regulatory Transfers. 2.5.1 As soon as reasonably practicable following the Effective Date and following the instructions of Orchard, UCLB shall use all reasonable endeavours to (i) procure that UCL and the UCL Principal Researchers shall transfer to Orchard and do all things necessary to transfer to Orchard all Regulatory Submissions and Regulatory Incentives filed by, or in the name or under the control of, any of them (alone or in connection with others) in respect of each of the Projects, and (ii) transfer to Orchard all Materials under their control relating to the foregoing Regulatory Submissions and Regulatory Incentives. 2.5.2 Until such time as all the Regulatory Submissions and Regulatory Incentives referred to or subject to the provisions of Clause 2.5.1 are transferred into the name or control of Orchard, UCLB shall procure that UCL and the UCL Principal Researchers shall: (a) hold the same on trust and on behalf of Orchard and shall not dispose of, allow to lapse, transfer or license to another (other than Orchard or its designee) or otherwise deal in, amend or vary any of the Regulatory Submissions and Regulatory Incentives without the prior written consent of Orchard, not to be unreasonably withheld or delayed; (b) promptly and within [***] of receipt, forward to Orchard any and all communications received with respect to any of the Regulatory Submissions and Regulatory Incentives; and, (c) do all things and all acts as may reasonably be requested by Orchard in connection with the Regulatory Submissions and Regulatory Incentives including writing to Regulatory Authorities with respect to the same. 2.5.3 UCLB shall not, and shall procure that UCL and the UCL Principal Researchers shall not, other than at Orchard’s request or in order to comply with this Agreement, file any Regulatory Submission or seek or obtain any Regulatory Incentives with respect to any Gene Therapy Product which is being developed as of the Effective Date without Orchard’s prior written consent, not to be unreasonably withheld or delayed. 2.5.4 If during the period of [***] from the Effective Date, any member of the ▇▇▇▇▇▇ Research Group and/or ▇▇▇▇▇▇▇▇ Research Group (operating under the direction or supervision of either of the UCL Principal Researchers, including the UCL Principal Researchers themselves) intends to file any Regulatory Submission or seek or obtain any Regulatory Incentives with respect to any gene therapy product or therapy directed to any of the Indications, then the following shall apply to each and every such gene therapy product/therapy: (a) UCLB shall no less than [***] in advance of any such filing (and to the exclusion of any Third Party) notify Orchard accordingly, including in such notification all reasonable details and information about the gene therapy product/therapy which are likely to assist Orchard to fairly assess the value, applicability and use of the gene therapy product/therapy to determine whether it is interested in negotiating a licence to the gene therapy product/therapy; (b) Orchard shall have the [***] period from the date of such notification until filing to consider the gene therapy product/therapy and during that time UCLB shall, and shall procure that the members of the ▇▇▇▇▇▇ Research Group and ▇▇▇▇▇▇▇▇ Research Group including the UCL Principal Researchers shall, (i) keep the details of the gene therapy product/therapy confidential, not offer the same to any Third Party and (ii) respond promptly, fairly and fully to all reasonable questions and enquiries from Orchard with respect to the gene therapy product/therapy; (c) where Orchard elects positively to negotiate a licence to the gene therapy product/therapy it shall give written notice to UCLB to that effect, and from the date of such notice for a period of no less than [***], UCLB and Orchard shall in good faith and acting reasonably negotiate and seek to conclude fair and commercial terms for a licence to the gene therapy product/therapy and during such negotiations UCLB shall, and shall procure that the members of the ▇▇▇▇▇▇ Research Group and ▇▇▇▇▇▇▇▇ Research Group including the UCL Principal Researchers shall, (i) keep the details of the gene therapy product/therapy confidential and not offer the same to any Third Party; and (ii) keep Orchard appraised of any developments concerning such gene therapy product/therapy; and (d) if Orchard does not give notice to UCLB pursuant to Clause 2.5.4(c), or if, Orchard having given notice, Orchard and UCLB do not, notwithstanding UCLB’s compliance with this Clause, agree a licence for the gene therapy product/therapy within the ninety (90) day period referred to at Clause 2.5.4(c), UCLB shall have fully discharged its obligations under this Clause 2.5.4 with respect to such gene therapy product/therapy and shall not be obliged to comply with Clauses 2.5.4(a) to 2.5.4(c) with respect to any further proposed Regulatory Submission or Regulatory Incentive in respect of the same gene therapy product/therapy.

Regulatory Transfers. 2.5.1 As soon (a) Notwithstanding anything to the contrary in this Agreement, upon delivery to the General Partner of a reasonably acceptable legal opinion that one or more members of the Class A Group’s continued ownership of Class A Preferred Units, directly or indirectly, would result in a violation of applicable Law, such members of the Class A Group (collectively, the “Regulatory Transferors”) will be entitled to Transfer all, but not less than all, of their Class A Preferred Units (collectively, the “Regulatory Units”) to one or more Third Parties that are not Competitors without consent from any other Person; provided that such Regulatory Transferors must first comply with the provisions of Section 6.8(b) (such Transfer, a “Regulatory Transfer”). (b) Prior to effecting any Regulatory Transfer, the Regulatory Transferors shall deliver written notice to each member of the GPM Group. The members of the GPM Group shall have the right, for a period of 15 days after receipt of such notice (the “Offer Period”), to make an offer to purchase all, but not less than all, of the Regulatory Units by delivering written notice to such Regulatory Transferors specifying the price per Class A Preferred Unit (the “Offer Price”) it would pay for such Regulatory Units (such Regulatory Units to be divided among any participating members of the GPM Group in accordance with their respective Regulatory Percentage Interests). The Regulatory Transferors may accept or reject such offer at any time within 15 days after receipt of such offer. If the Regulatory Transferors accept such offer, the Regulatory Transferors and each participating member of the GPM Group shall consummate such sale (a “Regulatory Sale”) for the Offer Price and on reasonable terms and conditions as reasonably practicable determined by the General Partner, including the making by the Regulatory Transferors of customary representations and warranties. If the Regulatory Transferors reject such offer (or if a member of the GPM Group does not deliver an offer during the Offer Period), then the Regulatory Transferors may sell all, but not less than all, of the Regulatory Units in a Regulatory Transfer within 90 days after the expiration of the Offer Period at a price per Class A Preferred Unit that is greater than the Offer Price, if any. If such sale has not been consummated within such 90-day period, the Regulatory Transferors may not consummate a Regulatory Transfer without again complying in full with the provisions of this Section 6.8(b). (c) Notwithstanding anything to the contrary in this Agreement, at any time after the 180th day following the Effective Date consummation of a Regulatory Transfer or Regulatory Sale, as applicable, pursuant to this Section 6.8, the Partnership, with the approval of the General Partner, shall be entitled to waive, on behalf of each member of the GPM Group, each former member of the GPM Group and following the instructions each of Orchardtheir respective Affiliates, UCLB shall use all reasonable endeavours to (i) procure that UCL successors and assigns and the UCL Principal Researchers shall transfer to Orchard members, partners, stockholders, directors, Directors, officers, liquidators and do all things necessary to transfer to Orchard all Regulatory Submissions and Regulatory Incentives filed by, or in the name or under the control of, any of them (alone or in connection with others) in respect employees of each of the Projectsforegoing (collectively, and (iithe “GPM GPM PETROLEUM LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Persons”) transfer to Orchard all Materials under their control relating to the foregoing Regulatory Submissions and Regulatory Incentives. 2.5.2 Until such time as all the Regulatory Submissions and Regulatory Incentives referred to or subject to the provisions of Clause 2.5.1 are transferred into the name or control of Orchard, UCLB shall procure that UCL and the UCL Principal Researchers shall: (a) hold the same on trust and on behalf of Orchard and shall not dispose of, allow to lapse, transfer or license to another (other than Orchard or its designee) or otherwise deal in, amend or vary any of the Regulatory Submissions and Regulatory Incentives without the prior written consent of Orchard, not to be unreasonably withheld or delayed; (b) promptly and within [***] of receipt, forward to Orchard any and all communications received claims such GPM Persons have, had or may have or have had with respect to any non-compliance or violation of the Regulatory Submissions and Regulatory Incentives; and, (c) do all things and all acts as may reasonably be requested this Section 6.8 by Orchard in connection with the Regulatory Submissions and Regulatory Incentives including writing to Regulatory Authorities with respect to the same. 2.5.3 UCLB shall not, and shall procure that UCL and the UCL Principal Researchers shall not, other than at Orchard’s request or in order to comply with this Agreement, file any Regulatory Submission or seek or obtain any Regulatory Incentives with respect to any Gene Therapy Product which is being developed as of the Effective Date without Orchard’s prior written consent, not to be unreasonably withheld or delayed. 2.5.4 If during the period of [***] from the Effective Date, any member of the ▇▇▇▇▇▇ Research Group and/or ▇▇▇▇▇▇▇▇ Research Group (operating under the direction or supervision of either of the UCL Principal Researchers, including the UCL Principal Researchers themselves) intends to file any Regulatory Submission or seek or obtain any Regulatory Incentives with respect to any gene therapy product or therapy directed to any of the Indications, then the following shall apply to each and every such gene therapy product/therapy: (a) UCLB shall no less than [***] in advance of any such filing (and to the exclusion of any Third Party) notify Orchard accordingly, including in such notification all reasonable details and information about the gene therapy product/therapy which are likely to assist Orchard to fairly assess the value, applicability and use of the gene therapy product/therapy to determine whether it is interested in negotiating a licence to the gene therapy product/therapy; (b) Orchard shall have the [***] period from the date of such notification until filing to consider the gene therapy product/therapy and during that time UCLB shall, and shall procure that the members of the ▇▇▇▇▇▇ Research Group and ▇▇▇▇▇▇▇▇ Research Group including the UCL Principal Researchers shall, (i) keep the details of the gene therapy product/therapy confidential, not offer the same to any Third Party and (ii) respond promptly, fairly and fully to all reasonable questions and enquiries from Orchard with respect to the gene therapy product/therapy; (c) where Orchard elects positively to negotiate a licence to the gene therapy product/therapy it shall give written notice to UCLB to that effect, and from the date of such notice for a period of no less than [***], UCLB and Orchard shall in good faith and acting reasonably negotiate and seek to conclude fair and commercial terms for a licence to the gene therapy product/therapy and during such negotiations UCLB shall, and shall procure that the members of the ▇▇▇▇▇▇ Research Group and ▇▇▇▇▇▇▇▇ Research Group including the UCL Principal Researchers shall, (i) keep the details of the gene therapy product/therapy confidential and not offer the same to any Third Party; and (ii) keep Orchard appraised of any developments concerning such gene therapy product/therapy; and (d) if Orchard does not give notice to UCLB pursuant to Clause 2.5.4(c), or if, Orchard having given notice, Orchard and UCLB do not, notwithstanding UCLB’s compliance with this Clause, agree a licence for the gene therapy product/therapy within the ninety (90) day period referred to at Clause 2.5.4(c), UCLB shall have fully discharged its obligations under this Clause 2.5.4 Person with respect to such gene therapy product/therapy and shall not be obliged to comply with Clauses 2.5.4(a) to 2.5.4(c) with respect to any further proposed Regulatory Submission Transfer or Regulatory Incentive Sale, as applicable, other than any such claim that has been made in respect writing and delivered to the Partnership prior to the expiration of the same gene therapy product/therapysuch 180-day period.

Regulatory Transfers. 2.5.1 7.10.1 As soon as practicable after the Execution Date and in any event not less than ten (10) days prior to the Closing Date, Purchaser and Seller shall agree on a timetable and plan for the Transfer of the Applicable Product Registrations to Purchaser and its Affiliates (the “Transfer Plan”), taking into account any ongoing or planned variation or other regulatory procedures relating to the Transfer of the Applicable Product Registrations. Purchaser and Seller shall (and shall cause their respective Affiliates to) use their respective commercially reasonable efforts, in accordance with the Transfer Plan, to (a) cooperate with one another, (b) complete and execute all documentation required, in each case, to effect the Transfer of the Applicable Product Registrations at Closing or as soon as reasonably practicable following the Effective Date and following the instructions of Orchard, UCLB shall use all reasonable endeavours to (i) procure that UCL and the UCL Principal Researchers shall transfer to Orchard and do all things necessary to transfer to Orchard all Regulatory Submissions and Regulatory Incentives filed by, or in the name or under the control of, any of them (alone or in connection with others) in respect of each of the ProjectsClosing, and (iic) transfer cause the Transfer of any Applicable Product Registrations held by any applicable Third Party. In each country where, pursuant to Orchard applicable Legal Requirements, Purchaser, as the transferee of a Applicable Product Registration, is permitted or required to file documents with a Governmental Authority to effectuate the Transfer of such Applicable Product Registration to Purchaser or its designee, Purchaser shall prepare and file all Materials under their control relating documents necessary to Transfer such Applicable Product Registration as promptly and as diligently as possible in accordance with the foregoing Regulatory Submissions Transfer Plan. In each country where, pursuant to applicable Legal Requirements, Seller or the applicable Third Party, as the holder of a Applicable Product Registration, is required to file documents with a Governmental Authority to effectuate the Transfer of such Applicable Product Registration, Seller shall prepare and Regulatory Incentivesfile or cause to be prepared and filed all documents necessary to Transfer such Applicable Product Registration as promptly and as diligently as possible in accordance with the Transfer Plan. Purchaser shall prepare and file all documents necessary to Transfer the Applicable Product Registrations in each country where, pursuant to applicable Legal Requirements, either Purchaser or Seller may file such required documents. The filing Party shall use commercially reasonable efforts to provide the non-filing Party with advanced drafts of any documents to be filed with a Governmental Authority pursuant to this Section 7.10 and give the non-filing Party the right and a reasonable amount of time to review and comment on the same prior to filing. The filing Party shall consider in good faith any reasonable comments timely provided by the non-filing Party. 2.5.2 Until such time as all 7.10.2 The Party that has responsibility for filing (or causing the Regulatory Submissions and Regulatory Incentives referred filing of) the documents with a Governmental Authority to or subject to the provisions of Clause 2.5.1 are transferred into the name or control of Orchard, UCLB shall procure that UCL and the UCL Principal Researchers shall: Transfer a Applicable Product Registration will (a) hold promptly notify the same on trust and on behalf non-filing Party upon the making of Orchard and shall not dispose of, allow to lapse, transfer or license to another (other than Orchard or its designee) or otherwise deal in, amend or vary any of its submissions to any Governmental Authority for the Regulatory Submissions Transfer of such Applicable Product Registration (providing copies thereof) and Regulatory Incentives without the prior written consent of Orchard, not expected approval date (if any is communicated or indicated to be unreasonably withheld or delayed; the filing Party by the Governmental Authority); (b) provide the non-filing Party with material status updates as to such transfers on an ongoing basis and promptly notify the other Party of any material communication (whether written or oral) from a Governmental Authority in relation to a Transfer and within [***] give the non-filing Party reasonable notice of receipt, forward all meetings and telephone calls with any Governmental Authority expected to Orchard any have a material impact upon a Transfer and all communications received with respect give the non-filing Party a reasonable opportunity to any of the Regulatory Submissions participate at each such meeting or telephone call; and Regulatory Incentives; and, (c) do all things and all acts as may reasonably be requested by Orchard notify the non-filing Party in connection with writing of the Regulatory Submissions and Regulatory Incentives including writing to Regulatory Authorities with respect to effectiveness of the same. 2.5.3 UCLB shall not, and shall procure that UCL Transfer of such Product Registration and the UCL Principal Researchers shall not, other than at Orchard’s request or in order to comply with this Agreement, file any Regulatory Submission or seek or obtain any Regulatory Incentives with respect to any Gene Therapy Product which is being developed as of the Effective Date without Orchard’s prior written consent, not to be unreasonably withheld or delayed. 2.5.4 If during the period of [***] from the Effective Date, any member of the ▇▇▇▇▇▇ Research Group and/or ▇▇▇▇▇▇▇▇ Research Group (operating under the direction or supervision of either of the UCL Principal Researchers, including the UCL Principal Researchers themselves) intends to file any Regulatory Submission or seek or obtain any Regulatory Incentives with respect to any gene therapy product or therapy directed to any of the Indications, then the following shall apply to each and every such gene therapy product/therapy: (a) UCLB shall no less than [***] in advance of any such filing (and to the exclusion of any Third Party) notify Orchard accordingly, including in such notification all reasonable details and information about the gene therapy product/therapy which are likely to assist Orchard to fairly assess the value, applicability and use of the gene therapy product/therapy to determine whether it is interested in negotiating a licence to the gene therapy product/therapy; (b) Orchard shall have the [***] period from the applicable effective date of such notification until filing to consider Transfer , promptly following the gene therapy product/therapy and during that time UCLB shall, and shall procure that the members of the ▇▇▇▇▇▇ Research Group and ▇▇▇▇▇▇▇▇ Research Group including the UCL Principal Researchers shall, (i) keep the details of the gene therapy product/therapy confidential, not offer the same to any Third Party and (ii) respond promptly, fairly and fully to all reasonable questions and enquiries from Orchard with respect to the gene therapy product/therapy; (c) where Orchard elects positively to negotiate a licence to the gene therapy product/therapy it shall give written notice to UCLB to that effect, and from the date applicable Governmental Authority’s approval of such notice for a period of no less than [***], UCLB and Orchard shall in good faith and acting reasonably negotiate and seek to conclude fair and commercial terms for a licence to the gene therapy product/therapy and during such negotiations UCLB shall, and shall procure that the members of the ▇▇▇▇▇▇ Research Group and ▇▇▇▇▇▇▇▇ Research Group including the UCL Principal Researchers shall, (i) keep the details of the gene therapy product/therapy confidential and not offer the same to any Third Party; and (ii) keep Orchard appraised of any developments concerning such gene therapy product/therapy; and (d) if Orchard does not give notice to UCLB pursuant to Clause 2.5.4(c), or if, Orchard having given notice, Orchard and UCLB do not, notwithstanding UCLB’s compliance with this Clause, agree a licence for the gene therapy product/therapy within the ninety (90) day period referred to at Clause 2.5.4(c), UCLB shall have fully discharged its obligations under this Clause 2.5.4 with respect to such gene therapy product/therapy and shall not be obliged to comply with Clauses 2.5.4(a) to 2.5.4(c) with respect to any further proposed Regulatory Submission or Regulatory Incentive in respect of the same gene therapy product/therapyTransfer.

Regulatory Transfers. 2.5.1 As soon (a) Notwithstanding anything to the contrary in this Agreement, upon delivery to the General Partner of a reasonably acceptable legal opinion that one or more members of the Class A Group’s continued ownership of Class A Preferred Units, directly or indirectly, would result in a violation of applicable Law, such members of the Class A Group (collectively, the “Regulatory Transferors”) will be entitled to Transfer all, but not less than all, of their Class A Preferred Units (collectively, the “Regulatory Units”) to one or more Third Parties that are not Competitors without consent from any other Person; provided that such Regulatory Transferors must first comply with the provisions of Section 6.8(b) (such Transfer, a “Regulatory Transfer”). (b) Prior to effecting any Regulatory Transfer, the Regulatory Transferors shall deliver written notice to each member of the GPM Group. The members of the GPM Group shall have the right, for a period of 15 days after receipt of such notice (the “Offer Period”), to make an offer to purchase all, but not less than all, of the Regulatory Units by delivering written notice to such Regulatory Transferors specifying the price per Class A Preferred Unit (the “Offer Price”) it would pay for such Regulatory Units (such Regulatory Units to be divided among any participating members of the GPM Group in accordance with their respective Regulatory Percentage Interests). The Regulatory Transferors may accept or reject such offer at any time within 15 days after receipt of such offer. If the Regulatory Transferors accept such offer, the Regulatory Transferors and each participating member of the GPM Group shall consummate such sale (a “Regulatory Sale”) for the Offer Price GPM PETROLEUM LP THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP and on reasonable terms and conditions as reasonably practicable determined by the General Partner, including the making by the Regulatory Transferors of customary representations and warranties. If the Regulatory Transferors reject such offer (or if a member of the GPM Group does not deliver an offer during the Offer Period), then the Regulatory Transferors may sell all, but not less than all, of the Regulatory Units in a Regulatory Transfer within 90 days after the expiration of the Offer Period at a price per Class A Preferred Unit that is greater than the Offer Price, if any. If such sale has not been consummated within such 90-day period, the Regulatory Transferors may not consummate a Regulatory Transfer without again complying in full with the provisions of this Section 6.8(b). (c) Notwithstanding anything to the contrary in this Agreement, at any time after the 180th day following the Effective Date consummation of a Regulatory Transfer or Regulatory Sale, as applicable, pursuant to this Section 6.8, the Partnership, with the approval of the General Partner, shall be entitled to waive, on behalf of each member of the GPM Group, each former member of the GPM Group and following the instructions each of Orchardtheir respective Affiliates, UCLB shall use all reasonable endeavours to (i) procure that UCL successors and assigns and the UCL Principal Researchers shall transfer to Orchard members, partners, stockholders, directors, Directors, officers, liquidators and do all things necessary to transfer to Orchard all Regulatory Submissions and Regulatory Incentives filed by, or in the name or under the control of, any of them (alone or in connection with others) in respect employees of each of the Projectsforegoing (collectively, and (iithe “GPM Persons”) transfer to Orchard all Materials under their control relating to the foregoing Regulatory Submissions and Regulatory Incentives. 2.5.2 Until such time as all the Regulatory Submissions and Regulatory Incentives referred to or subject to the provisions of Clause 2.5.1 are transferred into the name or control of Orchard, UCLB shall procure that UCL and the UCL Principal Researchers shall: (a) hold the same on trust and on behalf of Orchard and shall not dispose of, allow to lapse, transfer or license to another (other than Orchard or its designee) or otherwise deal in, amend or vary any of the Regulatory Submissions and Regulatory Incentives without the prior written consent of Orchard, not to be unreasonably withheld or delayed; (b) promptly and within [***] of receipt, forward to Orchard any and all communications received claims such GPM Persons have, had or may have or have had with respect to any non-compliance or violation of the Regulatory Submissions and Regulatory Incentives; and, (c) do all things and all acts as may reasonably be requested this Section 6.8 by Orchard in connection with the Regulatory Submissions and Regulatory Incentives including writing to Regulatory Authorities with respect to the same. 2.5.3 UCLB shall not, and shall procure that UCL and the UCL Principal Researchers shall not, other than at Orchard’s request or in order to comply with this Agreement, file any Regulatory Submission or seek or obtain any Regulatory Incentives with respect to any Gene Therapy Product which is being developed as of the Effective Date without Orchard’s prior written consent, not to be unreasonably withheld or delayed. 2.5.4 If during the period of [***] from the Effective Date, any member of the ▇▇▇▇▇▇ Research Group and/or ▇▇▇▇▇▇▇▇ Research Group (operating under the direction or supervision of either of the UCL Principal Researchers, including the UCL Principal Researchers themselves) intends to file any Regulatory Submission or seek or obtain any Regulatory Incentives with respect to any gene therapy product or therapy directed to any of the Indications, then the following shall apply to each and every such gene therapy product/therapy: (a) UCLB shall no less than [***] in advance of any such filing (and to the exclusion of any Third Party) notify Orchard accordingly, including in such notification all reasonable details and information about the gene therapy product/therapy which are likely to assist Orchard to fairly assess the value, applicability and use of the gene therapy product/therapy to determine whether it is interested in negotiating a licence to the gene therapy product/therapy; (b) Orchard shall have the [***] period from the date of such notification until filing to consider the gene therapy product/therapy and during that time UCLB shall, and shall procure that the members of the ▇▇▇▇▇▇ Research Group and ▇▇▇▇▇▇▇▇ Research Group including the UCL Principal Researchers shall, (i) keep the details of the gene therapy product/therapy confidential, not offer the same to any Third Party and (ii) respond promptly, fairly and fully to all reasonable questions and enquiries from Orchard with respect to the gene therapy product/therapy; (c) where Orchard elects positively to negotiate a licence to the gene therapy product/therapy it shall give written notice to UCLB to that effect, and from the date of such notice for a period of no less than [***], UCLB and Orchard shall in good faith and acting reasonably negotiate and seek to conclude fair and commercial terms for a licence to the gene therapy product/therapy and during such negotiations UCLB shall, and shall procure that the members of the ▇▇▇▇▇▇ Research Group and ▇▇▇▇▇▇▇▇ Research Group including the UCL Principal Researchers shall, (i) keep the details of the gene therapy product/therapy confidential and not offer the same to any Third Party; and (ii) keep Orchard appraised of any developments concerning such gene therapy product/therapy; and (d) if Orchard does not give notice to UCLB pursuant to Clause 2.5.4(c), or if, Orchard having given notice, Orchard and UCLB do not, notwithstanding UCLB’s compliance with this Clause, agree a licence for the gene therapy product/therapy within the ninety (90) day period referred to at Clause 2.5.4(c), UCLB shall have fully discharged its obligations under this Clause 2.5.4 Person with respect to such gene therapy product/therapy and shall not be obliged to comply with Clauses 2.5.4(a) to 2.5.4(c) with respect to any further proposed Regulatory Submission Transfer or Regulatory Incentive Sale, as applicable, other than any such claim that has been made in respect writing and delivered to the Partnership prior to the expiration of the same gene therapy product/therapysuch 180-day period.