Reversion Right. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that (i) Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) breaches any of its obligations set forth in Section 1.02(a) (or a breach of Section 4.06(a) with respect to a Milestone Payment), Section 1.05 (solely with respect breaches occurring prior to the First Commercial Sale) or Section 1.06, which breach remains uncured at (or is not capable of being cured by) 5:00 p.m., Eastern Time, on the forty-fifth (45th) day following written notice of such breach to Purchaser (or the applicable Payment Obligor) by Seller, or (ii) Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) discontinues the Exploitation of the Compound or any Product prior to the payment to Seller of Milestone Payments in an amount equal to the Milestone Payment Cap, upon written notice (the “Reversion Notice”) to Purchaser (or the applicable Payment Obligor) by Seller (which Reversion Notice may (or may not) be provided by Seller in its sole discretion), Purchaser (or the applicable Payment Obligor) shall, and shall cause its applicable affiliates (including the Company) (Purchaser, any such Payment Obligor and their respective affiliates that own or otherwise hold any rights, interests or assets to be conveyed in the Reversion, each, a “Reversion Seller”) to, as promptly as practicable (but in any event with ninety (90) days of the Reversion Notice), sell, convey, transfer, assign and deliver, without consideration other than Seller or its designated affiliates’ assumption of the Reversion Assumed Liabilities, to Seller or its designated affiliates’, free and clear of all Liens other than Permitted Liens, all of the Reversion Sellers’ right, title and interest in or to, as of the date of the Reversion Notice, all of the following (as elected by Seller) (collectively, the “Reversion Assets”): (A) all rights and assets assigned or contributed to the Company by Seller or any of its affiliates pursuant to this Agreement or any Ancillary Agreement, (B) all Drug Approval Applications and related regulatory and safety documents and data with respect to the Compound or any Product, (C) all inventories of Products, and (D) all rights and assets to the extent assignable (including Intellectual Property, Contracts and Permits) developed or acquired (including by license) by a Reversion Seller after the Closing Date that are used primarily for or that are used in and material to the Exploitation of the Compound or the Products (the “Reversion”). For the avoidance of doubt, in no event shall the Reversion Assets include, or the Reversion result in the transfer of, any shares of capital stock of, or any other Equity Interest in, the Company to Seller or any of its affiliates. (b) In connection with the Reversion, (i) the Reversion Sellers shall, jointly and severally, make representations and warranties for the benefit of Seller or its designated affiliates materially consistent with the representations and warranties set forth in Section 3.01, Section 3.02 and represent and warrant that each of the applicable Reversion Sellers has good and valid title to the Reversion Assets owned by it, free and clear of any Liens other than any Permitted Liens or any license agreements entered into prior to the date of the Reversion Notice (and shall make no other representations and warranties in connection with the Reversion), which representations and warranties shall survive until the fifth anniversary of the closing of the Reversion; (ii) the Reversion Sellers shall be responsible, at their own cost and expense, for obtaining all Consents of Third Parties (including Governmental Entities) necessary for them to consummate the Reversion; (iii) the Reversion Sellers shall provide Seller or its designated affiliates a license materially consistent with the terms of Section 5.08; (iv) the Reversion Sellers shall grant to Seller or its designated affiliates a perpetual, assignable, sublicenseable, non-exclusive, worldwide, royalty-free license to all (A) Intellectual Property held by the Reversion Sellers used in connection with the Exploitation of the Compound or the Products to the extent [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. not assignable pursuant to Section 1.07(a) and (B) assets or rights that would be Reversion Assets but for the fact that such assets or rights are incapable of being transferred pursuant to applicable Law, in each case, for the Exploitation of the Compound or the Products; (v) Seller or its designated affiliates will assume all liabilities of the Reversion Sellers arising out of the Reversion Assets (but excluding any such liabilities arising out of any noncompliance with Law or any breach or violation of or failure to perform under any Reversion Asset by any Reversion Seller) (collectively, the “Reversion Assumed Liabilities”); (vi) the Reversion Sellers shall, jointly and severally, indemnify, defend and hold harmless the Seller Indemnitees from and against, and compensate and reimburse them for, any and all Losses incurred by such Seller Indemnitees arising out of or resulting from (A) any breach of any of their representations or warranties referenced in clause (i) above or any breach of any covenants made or undertaken in connection with the Reversion and (B) any liabilities of any Reversion Seller other than the Reversion Assumed Liabilities; (vi) if not already expired or terminated, each Ancillary Agreement shall automatically terminate upon the closing of the Reversion; and (vii) each Reversion Seller and Seller or its designated affiliates shall cooperate with one another and use its commercially reasonable efforts to take or cause to be taken in an expeditious manner all actions and to do or cause to be done all things necessary or appropriate to consummate the Reversion and the related transactions contemplated by this Section 1.08(b) as promptly as practicable. (c) Seller’s rights under this Section 1.08 shall not limit, diminish or otherwise impair in any respect any other rights or remedies to which Seller is entitled under this Agreement with respect to any breach by Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) of any of its obligations set forth in Section 1.02(a) (or a breach of Section 4.06(a) with respect to a Milestone Payment), Section 1.05 or Section 1.06; provided, however, that Seller shall not be entitled to exercise its right to cause a Reversion under this Section 1.08 and recover money damages or exercise any other rights for any such breach or termination. If at the ▇▇▇▇ ▇▇▇▇▇▇ otherwise would be entitled to deliver a Reversion Notice, Purchaser or any Payment Obligor or their respective affiliates is engaged in a bona fide process that would result in the consummation of any transaction subject to Section 1.06 (“Sales Process”), the cure period described in the first sentence of Section 1.08(a) shall not commence unless and until the termination of such Sales Process without the consummation of any such transaction has occurred. Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) shall notify Seller in writing promptly upon any such termination of a Sales Process. In the event any such Sales Process results in the consummation of any transaction subject to Section 1.06, any Reversion Notice automatically shall be deemed withdrawn and Seller shall be entitled to pursue any rights or remedies to which Seller is entitled under this Agreement. The occurrence of a Sales Process shall not relieve or release Purchaser or any Payment Obligor of any obligations under this Agreement or any Ancillary Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Dova Pharmaceuticals, Inc.), Stock Purchase Agreement (Dova Pharmaceuticals, Inc.)
Reversion Right. (a) Notwithstanding anything If there is a Qualified Going Concern Opinion, Mayne shall promptly, and in no event more than ten (10) Business Days after ▇▇▇▇▇’▇ receipt of the Qualified Going Concern Opinion, notify TXMD in writing that ▇▇▇▇▇ has received the Qualified Going Concern Opinion (a “Going Concern Notice”) each and every time a Going Concern Notice is received by Mayne. TXMD shall promptly, and in no event more than ten (10) Business Days after TXMD has received a Going Concern Notice from Mayne, notify Mayne in writing whether TXMD elects to the contrary contained exercise its Reversion Right (a “Reversion Right Election Notice”). ▇▇▇▇▇ shall promptly, and in this Agreementno event more than thirty (30) days after ▇▇▇▇▇ has Received a Reversion Right Election Notice, in the event that either (i) Purchaser (or any person who becomes a Payment Obligor pursuant to comply with the provisions of this Section 1.06) breaches any 6.7 in respect of its obligations set forth in Section 1.02(a) (or a breach of Section 4.06(a) with respect to a Milestone Payment), Section 1.05 (solely with respect breaches occurring prior to the First Commercial Sale) or Section 1.06, which breach remains uncured at (or is not capable of being cured by) 5:00 p.m., Eastern Time, on the forty-fifth (45th) day following written notice of such breach to Purchaser (or the applicable Payment Obligor) by SellerReversion Right, or (ii) Purchaser (or any person who becomes a Payment Obligor pursuant pay to Section 1.06) discontinues the Exploitation of the Compound or any Product prior to the payment to Seller of Milestone Payments in TXMD an amount equal to the Milestone Payment Cap, upon written notice Minimum Annual Royalty for the upcoming calendar year (the “Reversion NoticeUpcoming Minimum Royalty”) to Purchaser (or the applicable Payment Obligor) by Seller (which Reversion Notice may (or may not) be provided by Seller in its sole discretion), Purchaser (or provided only a single Upcoming Minimum Royalty payment will be due each calendar year irrespective of multiple Going Concern Notices. In the applicable Payment Obligorevent Mayne elects to pay the Upcoming Minimum Royalty, TXMD shall have no further Reversion Right for the calendar year in which the Upcoming Minimum Royalty is paid by Mayne to TXMD and the provisions of Sections 6.7(b) shalland 6.7(c) shall not apply, and shall cause its applicable affiliates (including be of no further force or effect for the Company) (Purchaser, any such Payment Obligor and their respective affiliates that own or otherwise hold any rights, interests or assets calendar year in which the Upcoming Minimum Royalty is paid by Mayne to be conveyed in the Reversion, each, a “Reversion Seller”) to, as promptly as practicable (but in any event with ninety (90) days of the Reversion Notice), sell, convey, transfer, assign and deliver, without consideration other than Seller or its designated affiliates’ assumption of the Reversion Assumed Liabilities, to Seller or its designated affiliates’, free and clear of all Liens other than Permitted Liens, all of the Reversion Sellers’ right, title and interest in or to, as of the date of the Reversion Notice, all of the following (as elected by Seller) (collectively, the “Reversion Assets”): (A) all rights and assets assigned or contributed to the Company by Seller or any of its affiliates pursuant to this Agreement or any Ancillary Agreement, (B) all Drug Approval Applications and related regulatory and safety documents and data with respect to the Compound or any Product, (C) all inventories of Products, and (D) all rights and assets to the extent assignable (including Intellectual Property, Contracts and Permits) developed or acquired (including by license) by a Reversion Seller after the Closing Date that are used primarily for or that are used in and material to the Exploitation of the Compound or the Products (the “Reversion”). For the avoidance of doubt, in no event shall the Reversion Assets include, or the Reversion result in the transfer of, any shares of capital stock of, or any other Equity Interest in, the Company to Seller or any of its affiliatesTXMD.
(b) In connection the event Mayne receives a Qualified Going Concern Opinion and Mayne does not pay the Upcoming Minimum Royalty in accordance with the Reversion, (i) the Reversion Sellers shall, jointly and severally, make representations and warranties for the benefit of Seller or its designated affiliates materially consistent with the representations and warranties set forth in Section 3.01, Section 3.02 and represent and warrant that each of the applicable Reversion Sellers has good and valid title to the Reversion Assets owned by it, free and clear of any Liens other than any Permitted Liens or any license agreements entered into prior to the date of the Reversion Notice (and shall make no other representations and warranties in connection with the Reversion6.7(a), which representations TXMD shall have the right, but not the obligation, to require Mayne to transfer the Population Council License to TXMD, and warranties shall survive until Mayne hereby agrees to transfer the fifth anniversary of the closing of the Reversion; (ii) the Reversion Sellers shall be responsible, at their own cost and expense, for obtaining all Consents of Third Parties (including Governmental Entities) necessary for them Population Council License to consummate the Reversion; (iii) the Reversion Sellers shall provide Seller or its designated affiliates a license materially consistent with the terms of Section 5.08; (iv) the Reversion Sellers shall grant TXMD upon TXMD’s election to Seller or its designated affiliates a perpetual, assignable, sublicenseable, non-exclusive, worldwide, royalty-free license to all (A) Intellectual Property held by the Reversion Sellers used in connection with the Exploitation of the Compound or the Products to the extent [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. not assignable pursuant to Section 1.07(a) and (B) assets or rights that would be Reversion Assets but for the fact that exercise such assets or rights are incapable of being transferred pursuant to applicable Law, in each caseright, for the Exploitation amount listed in Schedule 6.7 in respect of the Compound or the Products; then applicable calendar year (v) Seller or its designated affiliates will assume all liabilities of the Reversion Sellers arising out of the Reversion Assets (but excluding any such liabilities arising out of any noncompliance with Law or any breach or violation of or failure to perform under any Reversion Asset by any Reversion Seller) (collectively, the “Reversion Assumed LiabilitiesRight”); (vi) the . The Reversion Sellers shallRight shall expire on December 31, jointly and severally, indemnify, defend and hold harmless the Seller Indemnitees from and against, and compensate and reimburse them for, any and all Losses incurred by such Seller Indemnitees arising out of or resulting from (A) any breach of any of their representations or warranties referenced in clause (i) above or any breach of any covenants made or undertaken in connection with the Reversion and (B) any liabilities of any Reversion Seller other than the Reversion Assumed Liabilities; (vi) if not already expired or terminated, each Ancillary Agreement shall automatically terminate upon the closing of the Reversion; and (vii) each Reversion Seller and Seller or its designated affiliates shall cooperate with one another and use its commercially reasonable efforts to take or cause to be taken in an expeditious manner all actions and to do or cause to be done all things necessary or appropriate to consummate the Reversion and the related transactions contemplated by this Section 1.08(b) as promptly as practicable2034.
(c) Seller’s rights under this In connection with the Reversion Right in accordance with Section 1.08 shall not limit, diminish or otherwise impair in any respect any other rights or remedies to which Seller is entitled under this Agreement with respect to any breach by Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) of any of its obligations set forth in Section 1.02(a) (or a breach of Section 4.06(a) with respect to a Milestone Payment6.7(b), Section 1.05 Mayne shall provide such reasonable assistance, as reasonably necessary, for TXMD to assume the Population Council License, including assigning or Section 1.06; providedamending as appropriate, however, that Seller shall not be entitled to exercise its right to cause a Reversion under this Section 1.08 and recover money damages or exercise any other rights for any such breach or termination. If at upon the ▇▇▇▇ ▇▇▇▇▇▇ otherwise would be entitled to deliver a Reversion Notice, Purchaser or any Payment Obligor or their respective affiliates is engaged in a bona fide process that would result in the consummation reasonable request of any transaction subject to Section 1.06 (“Sales Process”), the cure period described in the first sentence of Section 1.08(a) shall not commence unless and until the termination of such Sales Process without the consummation of any such transaction has occurred. Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) shall notify Seller in writing promptly upon any such termination of a Sales Process. In the event any such Sales Process results in the consummation of any transaction subject to Section 1.06TXMD, any Reversion Notice automatically shall be deemed withdrawn and Seller shall be entitled agreements or arrangements with suppliers necessary for TXMD to pursue any rights or remedies to which Seller is entitled under this Agreement. The occurrence of a Sales Process shall not relieve or release Purchaser or any Payment Obligor of any obligations under this Agreement or any Ancillary Agreementresume commercializing the Product Annovera®.
Appears in 1 contract
Reversion Right. (a) Notwithstanding anything to the contrary contained in this Agreement, in In the event that (ia) Purchaser DSG ceases all Development of Proprietary Drugs and Licensed Products in the Field in the Territory (or any person who becomes a Payment Obligor the funding thereof) with no plans to resume such Development (it being understood that the level of effort directed to such Development may change over time and may include reasonable periods where Development is temporarily de-prioritized or otherwise temporarily suspended), or (b) DSG notifies RSG in writing of its intention to proceed in the manner set forth in clause (a), then, RSG may elect to have all or part of the rights, title and interests granted to DSG pursuant to Section 1.062 of this Assignment and Assumption Agreement, together with any or all of the Roivant Technology, Inventions, Regulatory Filings and Regulatory Approvals, Third Party Licenses, and agreements with subcontractors for, and any or all other property or assets primarily relating to, the Proprietary Drugs and Licensed Products in the Field in the Territory that DSG Controls as of such time, assigned to RSG and its successors and assigns and DSG shall complete such assignment within thirty (30) breaches any days of its obligations set forth in Section 1.02(a) (or a breach DSG’s receipt of Section 4.06(a) with respect to a Milestone Payment), Section 1.05 (solely with respect breaches occurring prior to the First Commercial Sale) or Section 1.06, which breach remains uncured at (or is not capable of being cured by) 5:00 p.m., Eastern Time, on the forty-fifth (45th) day following written notice of such breach election from RSG. Concurrently with the assignment, RSG shall pay DSG (to Purchaser an account specified by DSG) an amount intended to account for the fair market value of the transfer of such rights, as determined by an independent third party. If RSG elects to obtain such assignments, and solely to the extent permissible under the TheraVida Agreement, on DSG’s request, RSG and DSG shall work in good faith to ensure that DSG is provided with the benefit of any of the property and assets assigned to RSG under this Section 6 (whether through non-exclusive licenses or otherwise) to the extent necessary or reasonably useful for the research, development and commercialization of DSG’s or its Affiliates’ products (other than the Licensed Products or the applicable Payment ObligorProprietary Drugs). To the extent that RSG elects not to have assigned any of the foregoing items, DSG shall terminate, cancel, wind-down or otherwise cease to support such retained items after assignment, unless the retention of such property or assets is (i) by Sellernot prohibited or inconsistent with the TheraVida Agreement, or and (ii) Purchaser necessary or reasonably useful for the research, development and commercialization of DSG’s or its Affiliates’ products (or any person who becomes a Payment Obligor pursuant to Section 1.06) discontinues other than the Exploitation of the Compound or any Product prior to the payment to Seller of Milestone Payments in an amount equal to the Milestone Payment Cap, upon written notice (the “Reversion Notice”) to Purchaser (Licensed Products or the applicable Payment Obligor) by Seller (which Reversion Notice may (or may not) be provided by Seller in its sole discretion), Purchaser (or the applicable Payment Obligor) shall, and shall cause its applicable affiliates (including the Company) (Purchaser, any such Payment Obligor and their respective affiliates that own or otherwise hold any rights, interests or assets to be conveyed in the Reversion, each, a “Reversion Seller”) to, as promptly as practicable (but in any event with ninety (90) days of the Reversion Notice), sell, convey, transfer, assign and deliver, without consideration other than Seller or its designated affiliates’ assumption of the Reversion Assumed Liabilities, to Seller or its designated affiliates’, free and clear of all Liens other than Permitted Liens, all of the Reversion Sellers’ right, title and interest in or to, as of the date of the Reversion Notice, all of the following (as elected by Seller) (collectively, the “Reversion Assets”): (A) all rights and assets assigned or contributed to the Company by Seller or any of its affiliates pursuant to this Agreement or any Ancillary Agreement, (B) all Drug Approval Applications and related regulatory and safety documents and data with respect to the Compound or any Product, (C) all inventories of Products, and (D) all rights and assets to the extent assignable (including Intellectual Property, Contracts and Permits) developed or acquired (including by license) by a Reversion Seller after the Closing Date that are used primarily for or that are used in and material to the Exploitation of the Compound or the Products (the “Reversion”Proprietary Drugs). For the avoidance of doubt, in no event shall the Reversion Assets include, or the Reversion result in the transfer of, any shares of capital stock of, or any other Equity Interest in, the Company to Seller or any of its affiliates.
(b) In connection with the Reversion, (i) the Reversion Sellers shall, jointly and severally, make representations and warranties for the benefit of Seller or its designated affiliates materially consistent with the representations and warranties set forth in Section 3.01, Section 3.02 and represent and warrant that each of the applicable Reversion Sellers has good and valid title to the Reversion Assets owned by it, free and clear of any Liens other than any Permitted Liens or any license agreements entered into prior to the date of the Reversion Notice (and shall make no other representations and warranties in connection with the Reversion), which representations and warranties shall survive until the fifth anniversary of the closing of the Reversion; (ii) the Reversion Sellers shall be responsible, at their own cost and expense, for obtaining all Consents of Third Parties (including Governmental Entities) necessary for them to consummate the Reversion; (iii) the Reversion Sellers shall provide Seller or its designated affiliates a license materially consistent with the terms of Section 5.08; (iv) the Reversion Sellers shall grant to Seller or its designated affiliates a perpetual, assignable, sublicenseable, non-exclusive, worldwide, royalty-free license to all (A) Intellectual Property held by the Reversion Sellers used in connection with the Exploitation of the Compound or the Products to the extent [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. not assignable pursuant to Section 1.07(a) and (B) assets or rights that would be Reversion Assets but for the fact that such assets or rights are incapable of being transferred pursuant to applicable Law, in each case, for the Exploitation of the Compound or the Products; (v) Seller or its designated affiliates will assume all liabilities of the Reversion Sellers arising out of the Reversion Assets (but excluding any such liabilities arising out of any noncompliance with Law or any breach or violation of or failure to perform under any Reversion Asset by any Reversion Seller) (collectively, the “Reversion Assumed Liabilities”); (vi) the Reversion Sellers shall, jointly and severally, indemnify, defend and hold harmless the Seller Indemnitees from and against, and compensate and reimburse them for, any and all Losses incurred by such Seller Indemnitees arising out of or resulting from (A) any breach of any of their representations or warranties referenced in clause (i) above or any breach of any covenants made or undertaken in connection with the Reversion and (B) any liabilities of any Reversion Seller other than the Reversion Assumed Liabilities; (vi) if not already expired or terminated, each Ancillary Agreement shall automatically terminate upon the closing of the Reversion; and (vii) each Reversion Seller and Seller or its designated affiliates shall cooperate with one another and use its commercially reasonable efforts to take or cause to be taken in an expeditious manner all actions and to do or cause to be done all things necessary or appropriate to consummate the Reversion and the related transactions contemplated by this Section 1.08(b) as promptly as practicable.
(c) Seller’s rights under this Section 1.08 shall not limit, diminish or otherwise impair in any respect any other rights or remedies to which Seller is entitled under this Agreement with respect to any breach by Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) of any of its indemnification obligations set forth in Section 1.02(a) (or a breach 5 of Section 4.06(a) with this Assignment and Assumption Agreement shall continue in full force and effect in respect of all indemnifiable losses that arose prior to a Milestone Payment), Section 1.05 or Section 1.06; provided, however, that Seller shall not be entitled to exercise its right to cause a Reversion under this Section 1.08 and recover money damages or exercise any other rights for any such breach or termination. If at the ▇▇▇▇ ▇▇▇▇▇▇ otherwise would be entitled to deliver a Reversion Notice, Purchaser or any Payment Obligor or their respective affiliates is engaged in a bona fide process that would result in the consummation of any transaction subject to Section 1.06 (“Sales Process”), the cure period described in the first sentence of Section 1.08(a) shall not commence unless and until the termination of such Sales Process without the consummation of any such transaction has occurred. Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) shall notify Seller in writing promptly upon any such termination of a Sales Process. In the event any such Sales Process results in the consummation of any transaction subject to Section 1.06, any Reversion Notice automatically shall be deemed withdrawn and Seller shall be entitled to pursue any rights or remedies to which Seller is entitled under this Agreement. The occurrence of a Sales Process shall not relieve or release Purchaser or any Payment Obligor of any obligations under this Agreement or any Ancillary Agreementassignment.
Appears in 1 contract
Sources: Assignment and Assumption Agreement (Dermavant Sciences LTD)
Reversion Right. (a) Notwithstanding anything to the contrary contained in this Agreement, in In the event that (ia) Purchaser DSG ceases all Development of Licensed Compounds and Licensed Products in the Field in the Territory (or any person who becomes a Payment Obligor the funding thereof) with no plans to resume such Development (it being understood that the level of effort directed to such Development may change over time and may include reasonable periods where Development is temporarily de-prioritized or otherwise temporarily suspended), or (b) DSG notifies RSG in writing of its intention to proceed in the manner set forth in clause (a), then, RSG may elect to have all or part of the rights, title and interests granted to DSG pursuant to Section 1.062 of this Assignment and Assumption Agreement, together with any or all of the Licensee Patents and Licensee Know-How, Improvements, Regulatory Documentation, any licenses covering Third Party Patent Rights, and agreements with subcontractors for, and any or all other property or assets primarily relating to, the Licensed Compounds and Licensed Products in the Field in the Territory that DSG Controls as of such time, assigned to RSG and its successors and assigns and DSG shall complete such assignment within thirty (30) breaches any days of its obligations set forth in Section 1.02(a) (or a breach DSG’s receipt of Section 4.06(a) with respect to a Milestone Payment), Section 1.05 (solely with respect breaches occurring prior to the First Commercial Sale) or Section 1.06, which breach remains uncured at (or is not capable of being cured by) 5:00 p.m., Eastern Time, on the forty-fifth (45th) day following written notice of such breach election from RSG. Concurrently with the assignment, RSG shall pay DSG (to Purchaser an account specified by DSG) an amount intended to account for the fair market value of the transfer of such rights, as determined by an independent third party. If RSG elects to obtain such assignments, and solely to the extent permissible under the AZ Agreement, on DSG’s request, RSG and DSG shall work in good faith to ensure that DSG is provided with the benefit of any of the property and assets assigned to RSG under this Section 6 (whether through non-exclusive licenses or otherwise) to the applicable Payment Obligorextent necessary or reasonably useful for the research, development and commercialization of DSG’s or its Affiliates’ products (other than the Licensed Products and Licensed Compounds). To the extent that RSG elects not to have assigned any of the foregoing items, DSG shall terminate, cancel, wind-down or otherwise cease to support such retained items after assignment, unless the retention of such property or assets is (i) by Sellernot prohibited or inconsistent with the AZ Agreement, or and (ii) Purchaser necessary or reasonably useful for the research, development and commercialization of DSG’s or its Affiliates’ products (or any person who becomes a Payment Obligor pursuant to Section 1.06) discontinues other than the Exploitation of the Compound or any Product prior to the payment to Seller of Milestone Payments in an amount equal to the Milestone Payment Cap, upon written notice (the “Reversion Notice”) to Purchaser (Licensed Products or the applicable Payment Obligor) by Seller (which Reversion Notice may (or may not) be provided by Seller in its sole discretion), Purchaser (or the applicable Payment Obligor) shall, and shall cause its applicable affiliates (including the Company) (Purchaser, any such Payment Obligor and their respective affiliates that own or otherwise hold any rights, interests or assets to be conveyed in the Reversion, each, a “Reversion Seller”) to, as promptly as practicable (but in any event with ninety (90) days of the Reversion Notice), sell, convey, transfer, assign and deliver, without consideration other than Seller or its designated affiliates’ assumption of the Reversion Assumed Liabilities, to Seller or its designated affiliates’, free and clear of all Liens other than Permitted Liens, all of the Reversion Sellers’ right, title and interest in or to, as of the date of the Reversion Notice, all of the following (as elected by Seller) (collectively, the “Reversion Assets”): (A) all rights and assets assigned or contributed to the Company by Seller or any of its affiliates pursuant to this Agreement or any Ancillary Agreement, (B) all Drug Approval Applications and related regulatory and safety documents and data with respect to the Compound or any Product, (C) all inventories of Products, and (D) all rights and assets to the extent assignable (including Intellectual Property, Contracts and Permits) developed or acquired (including by license) by a Reversion Seller after the Closing Date that are used primarily for or that are used in and material to the Exploitation of the Compound or the Products (the “Reversion”Licensed Compounds). For the avoidance of doubt, in no event shall the Reversion Assets include, or the Reversion result in the transfer of, any shares of capital stock of, or any other Equity Interest in, the Company to Seller or any of its affiliates.
(b) In connection with the Reversion, (i) the Reversion Sellers shall, jointly and severally, make representations and warranties for the benefit of Seller or its designated affiliates materially consistent with the representations and warranties set forth in Section 3.01, Section 3.02 and represent and warrant that each of the applicable Reversion Sellers has good and valid title to the Reversion Assets owned by it, free and clear of any Liens other than any Permitted Liens or any license agreements entered into prior to the date of the Reversion Notice (and shall make no other representations and warranties in connection with the Reversion), which representations and warranties shall survive until the fifth anniversary of the closing of the Reversion; (ii) the Reversion Sellers shall be responsible, at their own cost and expense, for obtaining all Consents of Third Parties (including Governmental Entities) necessary for them to consummate the Reversion; (iii) the Reversion Sellers shall provide Seller or its designated affiliates a license materially consistent with the terms of Section 5.08; (iv) the Reversion Sellers shall grant to Seller or its designated affiliates a perpetual, assignable, sublicenseable, non-exclusive, worldwide, royalty-free license to all (A) Intellectual Property held by the Reversion Sellers used in connection with the Exploitation of the Compound or the Products to the extent [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. not assignable pursuant to Section 1.07(a) and (B) assets or rights that would be Reversion Assets but for the fact that such assets or rights are incapable of being transferred pursuant to applicable Law, in each case, for the Exploitation of the Compound or the Products; (v) Seller or its designated affiliates will assume all liabilities of the Reversion Sellers arising out of the Reversion Assets (but excluding any such liabilities arising out of any noncompliance with Law or any breach or violation of or failure to perform under any Reversion Asset by any Reversion Seller) (collectively, the “Reversion Assumed Liabilities”); (vi) the Reversion Sellers shall, jointly and severally, indemnify, defend and hold harmless the Seller Indemnitees from and against, and compensate and reimburse them for, any and all Losses incurred by such Seller Indemnitees arising out of or resulting from (A) any breach of any of their representations or warranties referenced in clause (i) above or any breach of any covenants made or undertaken in connection with the Reversion and (B) any liabilities of any Reversion Seller other than the Reversion Assumed Liabilities; (vi) if not already expired or terminated, each Ancillary Agreement shall automatically terminate upon the closing of the Reversion; and (vii) each Reversion Seller and Seller or its designated affiliates shall cooperate with one another and use its commercially reasonable efforts to take or cause to be taken in an expeditious manner all actions and to do or cause to be done all things necessary or appropriate to consummate the Reversion and the related transactions contemplated by this Section 1.08(b) as promptly as practicable.
(c) Seller’s rights under this Section 1.08 shall not limit, diminish or otherwise impair in any respect any other rights or remedies to which Seller is entitled under this Agreement with respect to any breach by Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) of any of its indemnification obligations set forth in Section 1.02(a) (or a breach 5 of Section 4.06(a) with this Assignment and Assumption Agreement shall continue in full force and effect in respect of all indemnifiable losses that arose prior to a Milestone Payment), Section 1.05 or Section 1.06; provided, however, that Seller shall not be entitled to exercise its right to cause a Reversion under this Section 1.08 and recover money damages or exercise any other rights for any such breach or termination. If at the ▇▇▇▇ ▇▇▇▇▇▇ otherwise would be entitled to deliver a Reversion Notice, Purchaser or any Payment Obligor or their respective affiliates is engaged in a bona fide process that would result in the consummation of any transaction subject to Section 1.06 (“Sales Process”), the cure period described in the first sentence of Section 1.08(a) shall not commence unless and until the termination of such Sales Process without the consummation of any such transaction has occurred. Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) shall notify Seller in writing promptly upon any such termination of a Sales Process. In the event any such Sales Process results in the consummation of any transaction subject to Section 1.06, any Reversion Notice automatically shall be deemed withdrawn and Seller shall be entitled to pursue any rights or remedies to which Seller is entitled under this Agreement. The occurrence of a Sales Process shall not relieve or release Purchaser or any Payment Obligor of any obligations under this Agreement or any Ancillary Agreementassignment.
Appears in 1 contract
Sources: Assignment and Assumption Agreement (Dermavant Sciences LTD)
Reversion Right. (a) Notwithstanding anything The Assigned Patent Rights are subject to a reversion right as provided in this Section 2.4 (the "Reversion Right").
(b) Prana agrees that, subject to the contrary contained in terms of this Agreement, in the event that subsection (i) Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) breaches any of its obligations set forth in Section 1.02(a) (or a breach of Section 4.06(a) with respect to a Milestone Paymentb), Section 1.05 (solely with respect breaches occurring prior to upon the First Commercial Sale) or Section 1.06, which breach occurrence of a Material Obligation Failure hereunder that remains uncured at for thirty (or is not capable of being cured by30) 5:00 p.m., Eastern Time, on the forty-fifth (45th) day days following written notice of such breach to Purchaser (or the applicable Payment Obligor) by Seller, or (ii) Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) discontinues the Exploitation of the Compound or any Product prior to the payment to Seller of Milestone Payments in an amount equal to the Milestone Payment Cap, upon written notice (the “Reversion Notice”) to Purchaser (or the applicable Payment Obligor) by Seller (which Reversion Notice may (or may not) be provided by Seller in its sole discretion), Purchaser (or the applicable Payment Obligor) shall, and shall cause its applicable affiliates (including the Company) (Purchaser, any such Payment Obligor and their respective affiliates that own or otherwise hold any rights, interests or assets to be conveyed in the Reversion, each, a “Reversion Seller”) to, as promptly as practicable (but in any event with ninety (90) days of the Reversion Notice), sell, convey, transfer, assign and deliver, without consideration other than Seller or its designated affiliates’ assumption of the Reversion Assumed Liabilities, to Seller or its designated affiliates’, free and clear of all Liens other than Permitted Liens, all of the Reversion Sellers’ right, title and interest in or to, as of the date of the Reversion Notice, all of the following (as elected by Seller) (collectively, the “Reversion Assets”): (A) all rights and assets assigned or contributed to the Company by Seller or any of its affiliates pursuant to this Agreement or any Ancillary Agreement, (B) all Drug Approval Applications and related regulatory and safety documents and data with respect to the Compound or any Product, (C) all inventories of Products, and (D) all rights and assets to the extent assignable (including Intellectual Property, Contracts and Permits) developed or acquired (including by license) by a Reversion Seller after the Closing Date that are used primarily for or that are used in and material to the Exploitation of the Compound or the Products (the “Reversion”). For the avoidance of doubt, in no event shall the Reversion Assets include, or the Reversion result in the transfer of, any shares of capital stock of, or any other Equity Interest in, the Company to Seller or any of its affiliates.
(b) In connection with the Reversionfailure, (i) subject to the Reversion Sellers shallThird Party Rights (as defined in Section 2.6) and Section 2.4(d), jointly the ownership rights in the Assigned Patent Rights shall revert back to PNG, and severally(ii) effective as of the end of such thirty (30)-day period, make representations Prana does hereby, sell, transfer and warranties for assign to PNG such Assigned Patent Rights, which thereafter shall be PNG Patent Rights. If Prana disputes whether a Material Obligation Failure has occurred, it shall institute the benefit of Seller or its designated affiliates materially consistent with the representations and warranties dispute resolution procedures set forth in Section 3.01, Section 3.02 and represent and warrant that each of the applicable Reversion Sellers has good and valid title to the Reversion Assets owned by it, free and clear of any Liens other than any Permitted Liens or any license agreements entered into 10 prior to the date end of such thirty (30)-day cure period, and any reversions of the Assigned Patent Rights shall be suspended pending completion of such dispute resolution procedure; provided that the institution of such procedures shall not in any manner extend the time period of curing any Material Obligation Failure. Effective upon the written certification by Prana that Prana has within the eight (8) year period after the Effective Date begun a new Phase II Clinical Study (excluding any such studies performed before the Effective Date) for approval by a Regulatory Authority of CQ, PQ, or any Derivative, the Reversion Notice (and shall make no other representations and warranties Right with respect to a Material Obligation Failure described in connection Section l.l2(a) will terminate; provided that Prana will provide PNG with the Reversion), which representations and warranties shall survive until the fifth anniversary such additional proof with respect of the closing contents of the Reversion; (ii) the Reversion Sellers foregoing certification as PNG may reasonably request and any dispute as to whether Prana's beginning of such new Phase II Clinical Study as provided above shall be responsible, at their own cost and expense, for obtaining all Consents of Third Parties (including Governmental Entities) necessary for them to consummate the Reversion; (iii) the Reversion Sellers shall provide Seller or its designated affiliates a license materially consistent resolved in accordance with the terms of Section 5.08; (iv) the Reversion Sellers shall grant to Seller or its designated affiliates a perpetual10, assignable, sublicenseable, non-exclusive, worldwide, royalty-free license to all (A) Intellectual Property held by the Reversion Sellers used in connection with the Exploitation of the Compound or the Products to the extent [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. not assignable pursuant to Section 1.07(a) and (B) assets or rights that would be Reversion Assets but for the fact that such assets or rights are incapable of being transferred pursuant to applicable Law, in each case, for the Exploitation of the Compound or the Products; (v) Seller or its designated affiliates will assume all liabilities termination of the Reversion Sellers arising out Right shall be suspended pending completion of the Reversion Assets (but excluding any such liabilities arising out of any noncompliance with Law or any breach or violation of or failure to perform under any Reversion Asset by any Reversion Seller) (collectively, the “Reversion Assumed Liabilities”); (vi) the Reversion Sellers shall, jointly and severally, indemnify, defend and hold harmless the Seller Indemnitees from and against, and compensate and reimburse them for, any and all Losses incurred by such Seller Indemnitees arising out of or resulting from (A) any breach of any of their representations or warranties referenced in clause (i) above or any breach of any covenants made or undertaken in connection with the Reversion and (B) any liabilities of any Reversion Seller other than the Reversion Assumed Liabilities; (vi) if not already expired or terminated, each Ancillary Agreement shall automatically terminate upon the closing of the Reversion; and (vii) each Reversion Seller and Seller or its designated affiliates shall cooperate with one another and use its commercially reasonable efforts to take or cause to be taken in an expeditious manner all actions and to do or cause to be done all things necessary or appropriate to consummate the Reversion and the related transactions contemplated by this Section 1.08(b) as promptly as practicabledispute resolution procedure.
(c) Seller’s rights under this Section 1.08 Notwithstanding anything contained herein to the contrary, in the event a Material Obligation Failure occurs due to the failure of Prana to make payments pursuant to Article 3 hereof, the reversion of Assigned Patent Rights to PNG hereunder shall not limit, diminish or otherwise impair in any respect any other rights or remedies to which Seller is entitled under this Agreement occur only with respect to any breach by Purchaser Assigned Patent Rights (or any person who becomes irrespective of inventorship) in those 5 <PAGE> Execution Version territories in which the events triggering Prana's payment obligations under such Article 3 arise and in which Prana's failure to make such payments results in a Payment Obligor Material Obligation Failure, and Prana shall retain its ownership rights, subject to the Reversion Right and the Security Interest (as defined herein), in and to the Assigned Patent Rights in all of the remaining countries of the Prana Territory in which Prana has complied with its payment obligations pursuant to Section 1.06Article 3 hereof.
(d) Upon reversion of any of its obligations set forth Assigned Patent Rights in accordance with Section 1.02(a) (or a breach of Section 4.06(a) with respect to a Milestone Payment2.4(b), Section 1.05 or Section 1.06; providedall outstanding licenses out (and related sublicenses) will survive and be assigned by Prana to PNG, however, that Seller shall not be entitled to exercise its right to cause a Reversion under this Section 1.08 and recover money damages or exercise any other rights for any such breach or termination. If at the ▇▇▇▇ ▇▇▇▇▇▇ otherwise would be entitled to deliver a Reversion Notice, Purchaser or any Payment Obligor or their respective affiliates is engaged in a bona fide process that would result in the consummation of any transaction subject to Section 1.06 the prior written consent of PNG and the affected licensees (“Sales Process”and related sublicensees).
(e) Upon the reversion of an Assigned Patent Right to PNG pursuant hereto, the cure period described in the first sentence of Section 1.08(a) such Patent Right shall not commence unless and until the termination of such Sales Process without the consummation of any such transaction has occurred. Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) shall notify Seller in writing promptly upon any such termination of a Sales Process. In the event any such Sales Process results in the consummation of any transaction subject to Section 1.06, any Reversion Notice automatically shall no longer be deemed withdrawn and Seller shall be entitled to pursue any rights or remedies to which Seller is entitled under an Assigned Patent Right for purposes of this Agreement. The occurrence of a Sales Process shall not relieve or release Purchaser or any Payment Obligor of any obligations under this Agreement or any Ancillary Agreement.
Appears in 1 contract
Sources: Settlement Agreement
Reversion Right. (a) Notwithstanding anything The Assigned Patent Rights are subject to a reversion right as provided in this Section 2.4 (the "Reversion Right").
(b) Prana agrees that, subject to the contrary contained in terms of this Agreement, in the event that subsection (i) Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) breaches any of its obligations set forth in Section 1.02(a) (or a breach of Section 4.06(a) with respect to a Milestone Paymentb), Section 1.05 (solely with respect breaches occurring prior to upon the First Commercial Sale) or Section 1.06, which breach occurrence of a Material Obligation Failure hereunder that remains uncured at for thirty (or is not capable of being cured by30) 5:00 p.m., Eastern Time, on the forty-fifth (45th) day days following written notice of such breach to Purchaser (or the applicable Payment Obligor) by Seller, or (ii) Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) discontinues the Exploitation of the Compound or any Product prior to the payment to Seller of Milestone Payments in an amount equal to the Milestone Payment Cap, upon written notice (the “Reversion Notice”) to Purchaser (or the applicable Payment Obligor) by Seller (which Reversion Notice may (or may not) be provided by Seller in its sole discretion), Purchaser (or the applicable Payment Obligor) shall, and shall cause its applicable affiliates (including the Company) (Purchaser, any such Payment Obligor and their respective affiliates that own or otherwise hold any rights, interests or assets to be conveyed in the Reversion, each, a “Reversion Seller”) to, as promptly as practicable (but in any event with ninety (90) days of the Reversion Notice), sell, convey, transfer, assign and deliver, without consideration other than Seller or its designated affiliates’ assumption of the Reversion Assumed Liabilities, to Seller or its designated affiliates’, free and clear of all Liens other than Permitted Liens, all of the Reversion Sellers’ right, title and interest in or to, as of the date of the Reversion Notice, all of the following (as elected by Seller) (collectively, the “Reversion Assets”): (A) all rights and assets assigned or contributed to the Company by Seller or any of its affiliates pursuant to this Agreement or any Ancillary Agreement, (B) all Drug Approval Applications and related regulatory and safety documents and data with respect to the Compound or any Product, (C) all inventories of Products, and (D) all rights and assets to the extent assignable (including Intellectual Property, Contracts and Permits) developed or acquired (including by license) by a Reversion Seller after the Closing Date that are used primarily for or that are used in and material to the Exploitation of the Compound or the Products (the “Reversion”). For the avoidance of doubt, in no event shall the Reversion Assets include, or the Reversion result in the transfer of, any shares of capital stock of, or any other Equity Interest in, the Company to Seller or any of its affiliates.
(b) In connection with the Reversionfailure, (i) subject to the Reversion Sellers shallThird Party Rights (as defined in Section 2.6) and Section 2.4(d), jointly the ownership rights in the Assigned Patent Rights shall revert back to PNG, and severally(ii) effective as of the end of such thirty (30)-day period, make representations Prana does hereby, sell, transfer and warranties for assign to PNG such Assigned Patent Rights, which thereafter shall be PNG Patent Rights. If Prana disputes whether a Material Obligation Failure has occurred, it shall institute the benefit of Seller or its designated affiliates materially consistent with the representations and warranties dispute resolution procedures set forth in Section 3.01, Section 3.02 and represent and warrant that each of the applicable Reversion Sellers has good and valid title to the Reversion Assets owned by it, free and clear of any Liens other than any Permitted Liens or any license agreements entered into 10 prior to the date end of such thirty (30)-day cure period, and any reversions of the Assigned Patent Rights shall be suspended pending completion of such dispute resolution procedure; provided that the institution of such procedures shall not in any manner extend the time period of curing any Material Obligation Failure. Effective upon the written certification by Prana that Prana has within the eight (8) year period after the Effective Date begun a new Phase II Clinical Study (excluding any such studies performed before the Effective Date) for approval by a Regulatory Authority of CQ, PQ, or any Derivative, the Reversion Notice (and shall make no other representations and warranties Right with respect to a Material Obligation Failure described in connection Section l.l2(a) will terminate; provided that Prana will provide PNG with the Reversion), which representations and warranties shall survive until the fifth anniversary such additional proof with respect of the closing contents of the Reversion; (ii) the Reversion Sellers foregoing certification as PNG may reasonably request and any dispute as to whether Prana's beginning of such new Phase II Clinical Study as provided above shall be responsible, at their own cost and expense, for obtaining all Consents of Third Parties (including Governmental Entities) necessary for them to consummate the Reversion; (iii) the Reversion Sellers shall provide Seller or its designated affiliates a license materially consistent resolved in accordance with the terms of Section 5.08; (iv) the Reversion Sellers shall grant to Seller or its designated affiliates a perpetual10, assignable, sublicenseable, non-exclusive, worldwide, royalty-free license to all (A) Intellectual Property held by the Reversion Sellers used in connection with the Exploitation of the Compound or the Products to the extent [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. not assignable pursuant to Section 1.07(a) and (B) assets or rights that would be Reversion Assets but for the fact that such assets or rights are incapable of being transferred pursuant to applicable Law, in each case, for the Exploitation of the Compound or the Products; (v) Seller or its designated affiliates will assume all liabilities termination of the Reversion Sellers arising out Right shall be suspended pending completion of the Reversion Assets (but excluding any such liabilities arising out of any noncompliance with Law or any breach or violation of or failure to perform under any Reversion Asset by any Reversion Seller) (collectively, the “Reversion Assumed Liabilities”); (vi) the Reversion Sellers shall, jointly and severally, indemnify, defend and hold harmless the Seller Indemnitees from and against, and compensate and reimburse them for, any and all Losses incurred by such Seller Indemnitees arising out of or resulting from (A) any breach of any of their representations or warranties referenced in clause (i) above or any breach of any covenants made or undertaken in connection with the Reversion and (B) any liabilities of any Reversion Seller other than the Reversion Assumed Liabilities; (vi) if not already expired or terminated, each Ancillary Agreement shall automatically terminate upon the closing of the Reversion; and (vii) each Reversion Seller and Seller or its designated affiliates shall cooperate with one another and use its commercially reasonable efforts to take or cause to be taken in an expeditious manner all actions and to do or cause to be done all things necessary or appropriate to consummate the Reversion and the related transactions contemplated by this Section 1.08(b) as promptly as practicabledispute resolution procedure.
(c) Seller’s rights under this Section 1.08 Notwithstanding anything contained herein to the contrary, in the event a Material Obligation Failure occurs due to the failure of Prana to make payments pursuant to Article 3 hereof, the reversion of Assigned Patent Rights to PNG hereunder shall not limit, diminish or otherwise impair in any respect any other rights or remedies to which Seller is entitled under this Agreement occur only with respect to any breach by Purchaser Assigned Patent Rights (or any person who becomes irrespective of inventorship) in those territories in which the events triggering Prana's payment obligations under such Article 3 arise and in which Prana's failure to make such payments results in a Payment Obligor Material Obligation Failure, and Prana shall retain its ownership rights, subject to the Reversion Right and the Security Interest (as defined herein), in and to the Assigned Patent Rights in all of the remaining countries of the Prana Territory in which Prana has complied with its payment obligations pursuant to Section 1.06Article 3 hereof.
(d) Upon reversion of any of its obligations set forth Assigned Patent Rights in accordance with Section 1.02(a) (or a breach of Section 4.06(a) with respect to a Milestone Payment2.4(b), Section 1.05 or Section 1.06; providedall outstanding licenses out (and related sublicenses) will survive and be assigned by Prana to PNG, however, that Seller shall not be entitled to exercise its right to cause a Reversion under this Section 1.08 and recover money damages or exercise any other rights for any such breach or termination. If at the ▇▇▇▇ ▇▇▇▇▇▇ otherwise would be entitled to deliver a Reversion Notice, Purchaser or any Payment Obligor or their respective affiliates is engaged in a bona fide process that would result in the consummation of any transaction subject to Section 1.06 the prior written consent of PNG and the affected licensees (“Sales Process”and related sublicensees).
(e) Upon the reversion of an Assigned Patent Right to PNG pursuant hereto, the cure period described in the first sentence of Section 1.08(a) such Patent Right shall not commence unless and until the termination of such Sales Process without the consummation of any such transaction has occurred. Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) shall notify Seller in writing promptly upon any such termination of a Sales Process. In the event any such Sales Process results in the consummation of any transaction subject to Section 1.06, any Reversion Notice automatically shall no longer be deemed withdrawn and Seller shall be entitled to pursue any rights or remedies to which Seller is entitled under an Assigned Patent Right for purposes of this Agreement. The occurrence of a Sales Process shall not relieve or release Purchaser or any Payment Obligor of any obligations under this Agreement or any Ancillary Agreement.
Appears in 1 contract