Common use of Commitments Regarding Program-Benefited Antibodies Clause in Contracts

Commitments Regarding Program-Benefited Antibodies. The Parties intend that if Surface, its licensees, or its sublicensees, or the Affiliate of any of the foregoing, will pursue any Program-Benefited Antibodies, they shall do so under this Agreement paying fees to Adimab as provided in Article 4. This Agreement gives Surface, its licensee, its sublicensee or the Affiliate of any of the foregoing the right to modify the Program Antibodies, by including modified versions of them and derivatives of them in the definition of “Licensed Antibodies” provided above. Surface, its licensee, its sublicensee or the Affiliate of any of the foregoing shall even be entitled to choose to pursue or use information obtained under this Agreement from Adimab to pursue an antibody not covered by the Program Antibody Patents, but only if Surface, its licensee, its sublicensee or the Affiliate of any of the foregoing treats the pursued antibody as milestone- and royalty-bearing under this Agreement to the extent such pursued antibody is a Program-Benefited Antibody. The Parties intend that Surface, its licensee, its sublicensee or the Affiliate of any of the foregoing shall not develop or commercialize a Program-Benefited Antibody, except in accordance with this Agreement (including exercising the Commercial Option and paying Adimab the Commercial Option Fee, Milestone Payments and royalties on the Program-Benefited Antibody product as (or as if) a Licensed Product under this Agreement). Accordingly, even if this Agreement expires or terminates (other than an expiration under Section 9.1 following a Commercial Option exercise after all Royalty Terms have expired for the applicable Program-Benefited Antibody or Licensed Product), Surface hereby covenants that Surface, its licensees and sublicensees and the Affiliates of any of the foregoing (a) shall not research, develop or commercialize any Program-Benefited Antibody or Licensed Product containing such an antibody except as a Licensed Product under this Agreement, and (b) shall not license or otherwise grant rights to any entity to do the foregoing.

Commitments Regarding Program-Benefited Antibodies. The Parties intend that if Surface, its licensees, or its sublicensees, or It is the Affiliate of any intent of the foregoing, Parties that iTeos and its Licensees will pursue any Program-Benefited Antibodies, they shall do so under this Agreement paying fees to Adimab as provided in Article 4. This Agreement gives Surface, its licensee, its sublicensee or pay the Affiliate of any of the foregoing the right to modify the Program Antibodies, by including modified versions of them and derivatives of them in the definition of “Licensed Antibodies” provided above. Surface, its licensee, its sublicensee or the Affiliate of any of the foregoing shall even be entitled to choose to pursue or use information obtained under this Agreement from Adimab to pursue an antibody not covered by the Program Antibody Patents, but only if Surface, its licensee, its sublicensee or the Affiliate of any of the foregoing treats the pursued antibody as milestone- and royalty-bearing under this Agreement to the extent such pursued antibody is a Program-Benefited Antibody. The Parties intend that Surface, its licensee, its sublicensee or the Affiliate of any of the foregoing shall not develop or commercialize a Program-Benefited Antibody, except in accordance with this Agreement (including exercising the Commercial Option and paying Adimab the Commercial Option Fee, Milestone Payments and royalties Royalty Payments in accordance with Article 4 (Financial Terms) with respect to Program-Benefited Antibodies researched, developed, manufactured and commercialized by iTeos or its Licensees. Accordingly, the Parties agree that if iTeos or any of its Licensees researches, develops, manufactures, or commercializes any Program-Benefited Antibody, then iTeos shall pay to Adimab the fees set forth in Article 4 (Financial Terms), including the Option Fee, Milestone Payments and Royalty Payments, as applicable, on the Program-Benefited Antibody product as (or as if) a Licensed Product under this Agreement. In the event that iTeos is unwilling or unable to pay such fees to Adimab (because, for example, of the dissolution of iTeos for bankruptcy or other reasons). Accordingly, even if then each Licensee shall make such payments directly to Adimab, If this Agreement expires or terminates (other than an expiration under Section 9.1 (Term) following a Commercial an Option exercise after all applicable Royalty Terms have expired for the applicable Program-Benefited Antibody or Licensed Productexpired), Surface hereby covenants that Surface, iTeos and its licensees and sublicensees and the Affiliates of any of the foregoing Licensees (a) shall not research, develop develop, manufacture or commercialize any Program-Benefited Antibody or Licensed Product containing such an antibody except as a Licensed Product under this AgreementProgram-Benefited Antibody, and (b) shall not license or otherwise grant rights to any entity to do the foregoing, and (c) shall not practice, license or assign to a Third Party, option to a Third Party or covenant not to ▇▇▇ a Third Party with respect to Program Antibody Patents (regardless of inventorship), Program-Benefited Antibodies, or products containing them. iTeos and its Licensees will not research, develop, manufacture or commercialize Non-Optioned Antibodies.

Commitments Regarding Program-Benefited Antibodies. The Parties intend that if Surface, its licensees, or its sublicensees, or It is the Affiliate of any intent of the foregoing, Parties that iTeos and its Licensees will pursue any Program-Benefited Antibodies, they shall do so under this Agreement paying fees to Adimab as provided in Article 4. This Agreement gives Surface, its licensee, its sublicensee or pay the Affiliate of any of the foregoing the right to modify the Program Antibodies, by including modified versions of them and derivatives of them in the definition of “Licensed Antibodies” provided above. Surface, its licensee, its sublicensee or the Affiliate of any of the foregoing shall even be entitled to choose to pursue or use information obtained under this Agreement from Adimab to pursue an antibody not covered by the Program Antibody Patents, but only if Surface, its licensee, its sublicensee or the Affiliate of any of the foregoing treats the pursued antibody as milestone- and royalty-bearing under this Agreement to the extent such pursued antibody is a Program-Benefited Antibody. The Parties intend that Surface, its licensee, its sublicensee or the Affiliate of any of the foregoing shall not develop or commercialize a Program-Benefited Antibody, except in accordance with this Agreement (including exercising the Commercial Option and paying Adimab the Commercial Option Fee, Milestone Payments and royalties Royalty Payments in accordance with Article 4 (Financial Terms) with respect to Program-Benefited Antibodies researched, developed, manufactured and commercialized by iTeos or its Licensees. Accordingly, the Parties agree that if iTeos or any of its Licensees researches, develops, manufactures, or commercializes any Program-Benefited Antibody, then iTeos shall pay to Adimab the fees set forth in Article 4 (Financial Terms), including the Option Fee, Milestone Payments and Royalty Payments, as applicable, on the Program-Benefited Antibody product as (or as if) a Licensed Product under this Agreement. In the event that iTeos is unwilling or unable to pay such fees to Adimab (because, for example, of the dissolution of iTeos for bankruptcy or other reasons), then each Licensee shall make such payments directly to Adimab. Accordingly, even if If this Agreement expires or terminates (other than an expiration under Section 9.1 (Term) following a Commercial an Option exercise after all applicable Royalty Terms have expired for the applicable Program-Benefited Antibody or Licensed Productexpired), Surface hereby covenants that Surface, iTeos and its licensees and sublicensees and the Affiliates of any of the foregoing Licensees (a) shall not research, develop develop, manufacture or commercialize any Program-Benefited Antibody or Licensed Product containing such an antibody except as a Licensed Product under this AgreementProgram-Benefited Antibody, and (b) shall not license or otherwise grant rights to any entity to do the foregoing, and (c) shall not practice, license or assign to a Third Party, option to a Third Party or covenant not to ▇▇▇ a Third Party with respect to Program Antibody Patents (regardless of inventorship), Program-Benefited Antibodies, or products containing them. iTeos and its Licensees will not research, develop, manufacture or commercialize Non-Optioned Antibodies.

Commitments Regarding Program-Benefited Antibodies. The Parties intend that if Surface, its licensees, or its sublicensees, or It is the Affiliate of any intent of the foregoing, Parties that Scholar Rock and its Licensees will pursue any Program-Benefited Antibodies, they shall do so under this Agreement paying fees to Adimab as provided in Article 4. This Agreement gives Surface, its licensee, its sublicensee or pay the Affiliate of any of the foregoing the right to modify the Program Antibodies, by including modified versions of them and derivatives of them in the definition of “Licensed Antibodies” provided above. Surface, its licensee, its sublicensee or the Affiliate of any of the foregoing shall even be entitled to choose to pursue or use information obtained under this Agreement from Adimab to pursue an antibody not covered by the Program Antibody Patents, but only if Surface, its licensee, its sublicensee or the Affiliate of any of the foregoing treats the pursued antibody as milestone- and royalty-bearing under this Agreement to the extent such pursued antibody is a Program-Benefited Antibody. The Parties intend that Surface, its licensee, its sublicensee or the Affiliate of any of the foregoing shall not develop or commercialize a Program-Benefited Antibody, except in accordance with this Agreement (including exercising the Commercial Option and paying Adimab the Commercial Option Fee, Milestone Payments and royalties Royalty Payments in accordance with Article 4 (Financial Terms) with respect to Program-Benefited Antibodies researched, developed, manufactured and commercialized by Scholar Rock or its Licensees. Accordingly, the Parties agree that if Scholar Rock or any of its Licensees researches, develops, manufactures, or commercializes any Program-Benefited Antibody, then Scholar Rock shall pay to Adimab the fees set forth in Article 4 (Financial Terms), including the Option Fee, Milestone Payments and Royalty Payments, as applicable, on the Program-Benefited Antibody product as (or as if) a Licensed Product under this Agreement. In the event that Scholar Rock is unwilling or unable to pay such fees to Adimab (because, for example, of the dissolution of Scholar Rock for bankruptcy or other reasons), then each Licensee shall make such payments directly to Adimab. Accordingly, even if If this Agreement expires or terminates in its entirety (other than an expiration under Section 9.1 (Term) following a Commercial an Option exercise after all applicable Royalty Terms have expired for expired), or in part, Scholar Rock hereby covenants that unless Scholar Rock agrees in writing to pay Adimab the applicable fees set forth in Article 4 (Financial Terms) with respect to products containing a Program-Benefited Antibody or Licensed Product), Surface hereby covenants that Surface, as if such products were Products. Scholar Rock and its licensees and sublicensees and the Affiliates of any of the foregoing (a) shall not research, develop develop, manufacture or commercialize any Program-Benefited Antibody or Licensed Product containing such an antibody except as a Licensed Product under this AgreementProgram-Benefited Antibody, and (b) shall not license or otherwise grant rights to any entity to do the foregoing, and (c) shall not practice, license or assign to a Third Party, option to a Third Party or covenant not to ▇▇▇ a Third Party with respect to such Program-Benefited Antibodies, or products containing them. In the event that Scholar Rock actually pays Adimab payments as set forth in Article 4 (Financial Terms) with respect to products containing Program-Benefited Antibodies as if such products were Products, then Adimab shall not, directly or indirectly, assert any claim against Scholar Rock or its Affiliates, successors in interest, acquirers (whether of Scholar Rock or of all or substantially all of the assets of Scholar Rock relating to the subject matter of this Agreement), licensees, sublicensees, distributors or end users, with respect to the research, development, manufacture, have manufactured, sale, offering for sale, import or export of any product containing such Program-Benefited Antibody, for infringement of any Optioned Program Antibody Patents, Adimab Platform Patents and any Know-How transferred by Adimab to Scholar Rock in the context of any Optioned Antibody, with respect to Optioned Antibody(ies). The foregoing covenant shall be binding on all of Adimab’s Affiliates and successors in interest under this Agreement, and any exclusive licensees, exclusive sublicensees, and assignees of any Optioned Program Antibody Patents, Adimab Platform Patents and any Know-How transferred by Adimab to Scholar Rock in the context of any Optioned Antibody, regarding Optioned Antibody(ies), and Adimab shall as a condition of assigning this Agreement, or providing the applicable exclusive license, exclusive sublicense or assignment, obtain a contractual commitment from the applicable entity receiving rights to comply with such covenant.