Interruption License Sample Clauses

Interruption License. Effective as of the Effective Date, PTI hereby grants to CFFT with respect to the Research Plan the license described in Section 9.5.1 below (the “Interruption License”), which shall become exercisable by CFFT upon: (i) CFFT providing PTI with written notice of an Interruption that identifies the Product forming the basis for the alleged Interruption and provides reasonable details to substantiate the claim of the Interruption; and (ii) either (a) PTI fails to refute in writing the existence of the Interruption within sixty (60) days of the date of CFFT’s written notice of the Interruption, or (b) within such sixty (60) day period, PTI fails to present to CFFT a plan reasonably acceptable to CFFT for PTI to resume Commercially Reasonable Efforts with respect to the Product that formed the basis for the Interruption: 9.5.1. An irrevocable, exclusive (even as to PTI) worldwide license, with the right to sublicense, under the all of PTI’s interest in the Research Plan Technology to develop, manufacture, have manufactured, use, sell, offer to sell and import the Product that created the basis for the Interruption, as applicable, solely for use in continuing development or commercialization of that same Product in the Field. 9.5.2. In the event that PTI transfers all of or certain of its rights and obligations to develop and commercialize a Product in the Field at any time, the Third Party to which PTI transfers all or certain rights and obligations to develop and commercialize the Product in the Field shall be subject to the obligations of the Interruption License. The Interruption License shall be deemed to constitute intellectual property as defined in Section 365(n) of the U.S. Bankruptcy CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Code. PTI agrees that CFFT, as a licensee of such rights, shall retain and may exercise all of its rights and elections under the U.S. Bankruptcy Code; provided, however, that nothing in this Agreement shall be deemed to constitute a present exercise of such rights and elections. 9.5.3. In connection with this Section 9.5, PTI will deliver to CFFT at CFFT’s expense, within sixty (60) days following the date when the Interruption Li...

Interruption License. (a) In the event JDRF determines that an Interruption has occurred, it shall notify Sangamo in writing of such belief, stating in reasonable detail the basis for its belief that an Interruption has occurred (the “Interruption Notice”). If at the time of receipt of the Interruption Notice, Sangamo (i) has not licensed or otherwise transferred rights to a Third Party to the Sangamo Research Program Technology in the Field; or (ii) has successfully terminated the rights it licensed or otherwise transferred to a Third Party to the Sangamo Research Program Technology in the Field, then Sangamo shall have sixty (60) days after the receipt of the Interruption Notice to avoid the Interruption License Effective Date by (x) responding to the Interruption Notice by explaining why it believes an Interruption has not occurred (the “Interruption Response”); or (y) resuming Commercially Reasonable Efforts (either itself or through an Affiliate, collaborator, licensee, sublicensee, transferee, or successor); provided that, Sangamo may avoid the Interruption License Effective Date by any such resumption only once. (b) If at the time of receipt of the Interruption Notice, Sangamo has licensed or otherwise transferred rights to a Third Party to the Sangamo Research Program Technology in the Field pursuant to an agreement that includes a provision that gives Sangamo the right to terminate such Third Party’s rights under the Sangamo Research Program Technology in the Field upon a final determination that an Interruption has occurred and not been cured within the applicable time after the relevant notice, then Sangamo shall have sixty (60) days after the receipt of the Interruption Notice to avoid the Interruption License Effective Date by (i) providing an Interruption Response to JDRF; or (ii) commencing and continuing thereafter commercially reasonable efforts to effect such a termination. If Sangamo successfully effects such a termination then it shall have sixty (60) days after the termination effective date to avoid

Interruption License. (a) [***]. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]. (b) [***]. (c) [***]. (d) [***]. (e) [***].

Interruption License. Effective as of the Effective Date, Omeros hereby grants to SMRI with respect to the Program the following option to take a license (the “Interruption License”), which shall become exercisable by SMRI in the event of an Interruption: (a) An exclusive (even as to Omeros except for research purposes) worldwide license, with the right to sublicense, under the Program IP to develop, manufacture, have manufactured, use, sell, offer to sell and import Products, together with a nonexclusive worldwide license, with the right to sublicense, to any other Intellectual Property Right in the Program solely to the extent necessary for SMRI to develop, manufacture, have manufactured, use, sell, offer to sell and import Products. (b) In the event that Omeros transfers all or substantially all of its rights and obligations to develop and commercialize a Product to a third party by virtue of a Program Conveyance, Omeros shall use reasonable good faith efforts to obtain reversion rights from the third party. The time † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION required for such rights to revert to Omeros shall be excused and shall not constitute an Interruption. Upon reversion to Omeros of such rights in the Product, the Interruption License shall again become exercisable by SMRI in the event of an Interruption, in which case such reversion rights shall flow to the benefit of SMRI. Except for such reversion rights that Omeros might obtain from any third party, such third party shall not be subject to the obligations of the Interruption License. (c) The Interruption License shall be deemed to constitute intellectual property as defined in Section 365(n) of the U.S. Bankruptcy Code. Omeros agrees that SMRI, as a licensee of such rights, shall retain and may exercise all of its rights and elections under the U.S. Bankruptcy Code; provided, however, that nothing in this Agreement shall be deemed to constitute a present exercise of such rights and elections. (d) In connection with this Section 3.1.4, Omeros shall deliver to SMRI, within thirty (30) days of the occurrence of an Interruption, all materials and data generated in the performance of the Program, and all other materials and data that Omeros may own and/or control that are required by SMRI to use and practice and applicable technology. (e) In the event that the Interruption License becomes effective, in lieu of any ot...

Interruption License. Eloxx and the investors in the Financing have requested that CFF terminate the Interruption License (as defined in the 2019 Agreement). CFF hereby agrees that the Interruption License will only be effective if Eloxx, or its successor following a change-in-control transaction of Eloxx or ELX-02, winds down and/or fully ceases development of ELX-02, subject to Section 5. To that end, Section 5(b)(ii) of Amendment No. 2 to the 2019 Agreement is hereby deleted in its entirety and replaced with the following:

Interruption License