Common use of Effect of Certain Breaches Clause in Contracts

Effect of Certain Breaches. In addition to all other rights and remedies available by law or otherwise, in the event of a breach of the provisions of Section 3.6 or Article 4 or 6 above, Ixsys shall have the right to terminate the Agreement pursuant to Section 7.2 thereof. In the event of such termination, Bio-Management shall grant to Ixsys an exclusive license under all Bio-Management's patent rights relating to Program Antibodies, Products and the use of thereof in the Field. In addition, Bio-Management shall deliver to Ixsys copies of all data and information in Bio-Management's control resulting from research related to the Program Antibodies and Products, and shall assign and deliver to Ixsys all copies of any and all regulatory filings related to Program Antibodies and Products. In consideration of the foregoing, Ixsys shall pay to Bio-Management the following: (a) [***] of cash consideration received by Ixsys or its Affiliates in consideration for sublicenses (including modified or renegotiated sublicenses) granted thereunder (excluding royalties on sales) and (b) with respect to sales, [***] received on Net Sales of Products covered by Bio-Management's patents on Program Antibodies or Products except for [***] of which shall be retained by Ixsys; provided, however, that in the event that Ixsys sells Products directly, Ixsys shall only pay to Bio-Management a royalty equal to [***] of Net Sales on Products sold by Ixsys. In the event that such termination occurs and an exclusive license to Ixsys is granted pursuant to this Section 7.4 and Bio-Management previously has granted license or sublicense rights to any third party, Ixsys shall enter into a license or sublicense, as the case may be, on substantially the same terms provided that such third party agrees in writing to be bound by all of the terms and conditions therein. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Effect of Certain Breaches. In addition to all other rights and remedies available by law or otherwise, in the event of a breach of the provisions of Section 3.6 or Article 4 or 6 above, Ixsys shall have the right to terminate the Agreement pursuant to Section 7.2 thereof. In the event of such termination, Bio-Management shall grant to Ixsys an exclusive license under all Bio-Management's patent rights relating to Program Antibodies, Products and the use of thereof in the Field. In addition, Bio-Management shall deliver to Ixsys copies of all data and information in Bio-Management's control resulting from research related to the Program Antibodies and Products, and shall assign and deliver to Ixsys all copies of any and all regulatory filings related to Program Antibodies and Products. In consideration of the foregoing, Ixsys shall pay to Bio-Management the following: (a) [*** percent (***] %) of cash consideration received by Ixsys or its Affiliates in consideration for sublicenses (including modified or renegotiated sublicenses) granted thereunder (excluding royalties on sales) and (b) with respect to sales, [***] all royalties received on Net Sales of Products covered by Bio-Management's patents on Program Antibodies or Products except for [*** percent (***] %) of which shall be retained by Ixsys; provided, however, that in the event that Ixsys sells Products directly, Ixsys shall only pay to Bio-Management a royalty equal to [*** percent (***] %) of Net Sales on Products sold by Ixsys. In the event that such termination occurs and an exclusive license to Ixsys is granted pursuant to this Section 7.4 and Bio-Management previously has granted license or sublicense rights to any third party, Ixsys shall enter into a license or sublicense, as the case may be, on substantially the same terms provided that such third party agrees in writing to be bound by all of the terms and conditions therein. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Effect of Certain Breaches. In addition to all other rights and remedies available by law or otherwise, in the event of a breach of the provisions of Section 3.6 or Article 4 or 6 above, Ixsys AME shall have the right to terminate the Agreement pursuant to Section 7.2 thereof. In the event of such termination, BioCell-Management Matrix shall grant to Ixsys an exclusive license to AME under all BioCell-ManagementMatrix's patent rights relating to Program Antibodies, Products and the use of thereof in the Field. In addition, BioCell-Management Matrix shall deliver to Ixsys AME copies of all data and information in BioCell-ManagementMatrix's control resulting from research related to the Program Antibodies and Products, and shall assign and deliver to Ixsys AME all copies of any and all regulatory filings related to Program Antibodies and Products. In consideration of the foregoing, Ixsys AME shall pay to BioCell-Management Matrix the following: (a) [***] of cash consideration received by Ixsys AME or its Affiliates in consideration for sublicenses licenses (including modified or renegotiated sublicenses) granted thereunder (excluding royalties on sales) and (b) with respect to sales, [***] received on Net Sales of Products covered by BioCell-ManagementMatrix's patents on Program Antibodies or Products except for [***] of which shall be retained by IxsysAME; provided, however, that in the event that Ixsys AME sells Products directly, Ixsys AME shall only pay to BioCell-Management Matrix a royalty equal to [***] of Net Sales on Products sold by IxsysAME. In the event that such termination occurs and an exclusive license to Ixsys AME is granted pursuant to this Section 7.4 and BioCell-Management Matrix previously has granted license or sublicense rights to any third party, Ixsys AME shall enter into a license or sublicense, as the case may be, on substantially the same terms provided that such third party agrees in writing to be bound by all of the terms and conditions therein. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.