Common use of Approval Requests Clause in Contracts

Approval Requests. If Tenant should desire to assign this Lease or sublet the Premises (or any part thereof), Tenant shall give Landlord written notice no later than thirty (30) days in advance of the proposed effective date of any proposed assignment or sublease, specifying (a) the name, current address, and business of the proposed assignee or sublessee, (b) the amount and location of the space within the Premises proposed to be so subleased, (c) the proposed effective date and duration of the assignment or subletting, and (d) the proposed rent or consideration to be paid to Tenant by such assignee or sublessee. Tenant shall promptly supply Landlord with financial statements and other information as Landlord may reasonably request to evaluate the proposed assignment or sublease. Landlord shall have thirty (30) days following receipt of such notice and other information requested by Landlord within which to notify Tenant in writing that Landlord elects: (i) to permit Tenant to assign or sublet such space; provided, however, that, fifty percent (50%) of any proceeds due and owing to Tenant in excess of Tenant’s Rent hereunder from such Subtenant shall be considered Additional Rent owed by Tenant to Landlord (less brokerage commissions, attorneys’ fees and other disbursements reasonably incurred by Tenant for such assignment and subletting if acceptable evidence of such disbursements is delivered to Landlord), and shall be paid by Tenant to Landlord, in the case of excess rent, in the same manner that Tenant pays Base Rent and, in the case of any other consideration, within ten (10) Business Days after receipt thereof by Tenant; or (ii) to refuse the requested consent of Tenant’s assignment or subleasing of such space and to continue this Lease in full force and effect as to the entire Premises. The parties agree that Landlord may reasonably refuse to consent to a subletting if the proposed subtenant is not financially creditworthy, is a governmental authority or agency, an organization or person enjoying sovereign or diplomatic immunity, a medical or dental practice, for storing goods or equipment rather than general office use, or a user that will attract a volume, frequency or type of visitor or employee to the Building which is not consistent with the standards of a high quality office building or that will impose an excessive demand on or use of the facilities or services of the Building, is a prospective tenant to whom Landlord has offered to lease space in the Project; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its approval and shall not be deemed exclusive of any permitted reasons for reasonably withholding approval, whether similar or dissimilar to the foregoing examples. It shall also be reasonable for Landlord to refuse to consent to any assignment or subletting if (i) an Event of Default by Tenant then exists under this Lease beyond applicable notice and cure periods, or (ii) such assignment or subletting would cause a default under any other agreement binding upon the Landlord, including without limitation, another lease in the Building or any Encumbrance, or (iii) any portion of the Building or Premises would likely become subject to additional or different laws as a consequence of the proposed subletting or assignment. If Landlord should fail to notify Tenant in writing of such election within the aforesaid thirty (30) day period, Tenant may send Landlord a second notice specifying that failure by Landlord to respond within thirty (30) days constitutes deemed consent by Landlord. If Landlord should fail to notify Tenant in writing of its election within five (5) days after receipt of such second notice, Landlord shall be deemed to have consented to the proposed action. Whether or not Landlord approves of a proposed assignment or sublet, Tenant agrees to reimburse Landlord as Additional Rent for reasonable and customary legal fees and any other reasonable out-of-pocket costs incurred by Landlord in connection with any proposed assignment or subletting. Tenant shall deliver to Landlord copies of all documents executed in connection with any permitted assignment or subletting, which documents shall be in form and substance reasonably satisfactory to Landlord and which shall require any assignee or subtenant to assume performance of all terms of this Lease to be performed by Tenant. No acceptance by Landlord of any Rent or any other sum of money from any assignee, sublessee or other category of transferee shall be deemed to constitute Landlord’s consent to any assignment, sublease, or transfer. Unless otherwise specifically agreed to in writing by Landlord, no such assignment or sublease shall release Tenant from any of its obligations under this Lease.

Approval Requests. The Parties acknowledge and agree that pursuant to the terms of the Sublicence, each Sublicensee is required to seek the MPPF’s approval in respect of certain actions. The MPPF shall therefore: (A) promptly review every request by a Sublicensee for prior written approval of any sale or supply of Product by the Sublicensee within the Territory submitted pursuant to Clause 2.4 of the Sublicence. The MPPF shall promptly determine whether the proposed sale or supply (i) is to a Public Market in a country of the Territory and for a Usage Period evidenced by adequate documentation and (ii) is of a number of Units of Product(s) that is commensurate with the demand for Product(s) to treat ALHIV On Treatment in the Public Market in the country in the applicable Usage Period, as such demand is reasonably estimated by the MPPF, including by reviewing all relevant procurement documentation, any other appropriate evidence, and by taking into account all relevant sales of Product(s) for use in that country of the Territory made by other Sublicensees. If Tenant should desire the proposed sale or supply is not to assign this Lease or sublet a Public Market in a country of the Premises Territory, the documentary evidence in support of the Usage Period is not adequate (or any part thereofas reasonably determined by the MPPF), Tenant shall give Landlord written notice no later than thirty (30or the number of Units of Product(s) days in advance of is not commensurate with the proposed effective date of any proposed assignment or subleasedemand described above, specifying (a) the name, current address, and business of the proposed assignee or sublessee, (b) the amount and location of the space within the Premises proposed to be so subleased, (c) the proposed effective date and duration of the assignment or subletting, and (d) the proposed rent or consideration to be paid to Tenant by such assignee or sublessee. Tenant MPPF shall promptly supply Landlord with financial statements (and other information as Landlord may reasonably request to evaluate the proposed assignment or sublease. Landlord shall have thirty in any event within five (305) days following Business Days of receipt of such notice and other information requested by Landlord within which to request from the Sublicensee) notify Tenant the Sublicensee in writing that Landlord elects: approval under Clause 2.4 of the Sublicence is not granted. The MPPF agrees that it shall in no event approve (or allow its approval to be deemed to be granted in respect of) any sale or supply of Product under Clause 2.4 of a Sublicence which would result in any Product Access Percentage in relation to a country of the Territory exceeding 100%. For the avoidance of doubt, the MPPF shall not provide its approval (or allow its approval to be deemed to be granted) in respect of a proposed sale or supply unless it has reviewed a copy of all relevant procurement documentation. Where a Sublicensee’s request for approval includes a request that an increased Product Access Percentage should apply under Clause Error! Reference source not found. of the Sublicence, the MPPF shall promptly forward such request to ViiV and inform the Sublicensee that it has forwarded the request and that approval is not yet granted. ViiV shall promptly consider the request, and as soon as possible and in any event within 10 Business Days of receipt of all necessary supporting documents from the MPPF, inform the MPPF that (i) it approves the request (providing an increased Product Access Percentage to permit Tenant to assign or sublet such space; provided, however, that, fifty percent (50%) of any proceeds due and owing to Tenant in excess of Tenant’s Rent hereunder from such Subtenant shall be considered Additional Rent owed by Tenant to Landlord (less brokerage commissions, attorneys’ fees and other disbursements reasonably incurred by Tenant for such assignment and subletting if acceptable evidence of such disbursements is delivered to Landlord), and shall be paid by Tenant to Landlord, in the case of excess rent, in the same manner that Tenant pays Base Rent and, in the case of any other consideration, within ten (10) Business Days after receipt thereof by Tenant; or (ii) to refuse the requested consent of Tenant’s assignment or subleasing of such space and to continue this Lease in full force and effect as apply to the entire Premises. The parties agree that Landlord may reasonably refuse to consent to a subletting if the proposed subtenant is not financially creditworthy, is a governmental authority or agency, an organization or person enjoying sovereign or diplomatic immunity, a medical or dental practice, for storing goods or equipment rather than general office use, or a user that will attract a volume, frequency or type relevant Units of visitor or employee to the Building which is not consistent with the standards of a high quality office building or that will impose an excessive demand on or use of the facilities or services of the Building, is a prospective tenant to whom Landlord has offered to lease space in the Project; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its approval and shall not be deemed exclusive of any permitted reasons for reasonably withholding approval, whether similar or dissimilar to the foregoing examples. It shall also be reasonable for Landlord to refuse to consent to any assignment or subletting if (i) an Event of Default by Tenant then exists under this Lease beyond applicable notice and cure periodsProduct(s)), or (ii) such assignment or subletting would cause rejects the request. (B) promptly review all requests by a default under Sublicensee for prior written approval of any other agreement binding upon the Landlord, including without limitation, another lease in the Building or any Encumbrance, or (iii) any portion of its Affiliates as an Approved Affiliate pursuant to Clause 1.9A of the Building or Premises would likely become subject to additional or different laws as a consequence of Sublicence. The MPPF shall promptly assess whether such entity constitutes an Approved Affiliate and if (and only if) so, it shall promptly submit the proposed subletting or assignment. If Landlord should fail to notify Tenant in writing details (including all supporting documents provided by the Sublicensee) of such election within Affiliate to ViiV for written approval. ViiV shall respond to the aforesaid thirty (30) day period, Tenant may send Landlord a second notice specifying that failure by Landlord to respond MPPF regarding such request for approval of anApproved Affiliate within thirty (30) days constitutes deemed consent of receipt by LandlordViiV of the appropriate supporting documents from the MPPF. If Landlord should fail For the avoidance of doubt, if the MPPF determines that such Affiliate does not constitute an Approved Affiliate, it shall promptly inform the Sublicensee of the same in writing. (C) promptly review all requests by a Sublicensee for prior written approval of any Third Party as an Approved Distributor pursuant to notify Tenant Clause 1.9B of the Sublicence. The MPPF shall promptly assess the proposed distribution arrangement and promptly inform the Sublicensee in writing whether it approves the distributor as an Approved Distributor. In the event that the MPPF considers (or ought reasonably to consider) that any ground for the withdrawal of its election such approval arises, it shall promptly inform ViiV of the same in writing (providing full details), and it shall withdraw or refrain from withdrawing such approval upon ViiV’s request. (D) promptly review all requests by a Sublicensee for prior written approval pursuant to Clause 8.3 and/or Clause 10.3 of the Sublicence. The MPPF shall promptly assess whether the proposed use by the Sublicensee of any trade or service marks, trade dress (where applicable), symbols or devices in relation to the Product(s) or any of their packaging (whether external, intermediate or internal) or promotional material complies with the Trade Dress Guidance, and if (and only if) so, it shall promptly submit all relevant materials (including all samples and documentation provided by the Sublicensee, as applicable) to ViiV for written approval. ViiV shall respond to the MPPF regarding such request for approval within five thirty (530) days after of receipt by ViiV of such second noticeall relevant materials necessary to consider the Sublicensee’s request. For the avoidance of doubt, Landlord shall be deemed if the MPPF determines that any trade or service marks, trade dress, symbols or devices which the Sublicensee proposes to have consented use in relation to the proposed actionProduct(s) or any of their packaging or promotional material do(es) not comply with the Trade Dress Guidance, it shall promptly inform the Sublicensee of the same. Whether or not Landlord approves of a proposed assignment or subletViiV shall provide the MPPF with the Trade Dress Guidance and shall keep it up to date by including information such as specific tablet shapes, Tenant agrees tablet colours and packaging colours to reimburse Landlord as Additional Rent for reasonable and customary legal fees be avoided, and any other reasonable out-of-pocket costs incurred additional new and/or future ViiV trade dress as soon as practicable after ViiV considers such information no longer to be confidential. The same Trade Dress Guidance as that provided by Landlord ViiV to the MPPF in connection with any proposed assignment its Existing Adult Licences shall apply to the Sublicences and the MPPF shall provide such Trade Dress Guidance and each update thereto to each Sublicensee promptly after execution of each Sublicence or sublettingreceipt of the same from ViiV, as applicable. Tenant shall deliver to Landlord copies For the avoidance of all documents executed in connection with any permitted assignment or sublettingdoubt, which documents shall be in form and substance reasonably satisfactory to Landlord and which shall require any assignee or subtenant to assume performance of all if the MPPF repeatedly breaches the terms of this Lease Clause 7, ViiV shall have the right to be performed by Tenant. No acceptance by Landlord of any Rent or any other sum of money from any assignee, sublessee or other category of transferee shall be deemed terminate this Agreement pursuant to constitute Landlord’s consent to any assignment, sublease, or transfer. Unless otherwise specifically agreed to in writing by Landlord, no such assignment or sublease shall release Tenant from any of its obligations under this LeaseClause 15.4.