Performance of License Agreement. Seller (i) shall perform and comply in all respects with its duties and obligations under each License Agreement, (ii) shall not, without the prior written consent of Purchaser, assign (including by merger, operation of law or otherwise), amend, modify, supplement, restate, waive, cancel or terminate (or consent to any of the foregoing) a License Agreement, in whole or in part, (iii) shall not grant, incur or suffer to exist any Liens (other than Permitted Liens) on the Purchased Royalty Payments, the Collateral, or a License Agreement, (iv) shall not forgive, release or compromise any milestones, royalties or other amounts owed to or becoming owing to it under a License Agreement, or grant any rights to a Licensee that would have the effect of doing any of the foregoing, (v) shall not consent to a Licensee’s assignment (including by merger, operation of law or otherwise) of, in whole or in part, any rights under a License Agreement without Purchaser’s prior written consent, (vi) except pursuant to Section 5.6, shall not enter into any new agreement or legally binding arrangement in respect of, in connection with, or related to any of (A) the Day One Royalty Payments, the Day One Licensed Products, or the Day One License Agreement, or (B) the Denovo Royalty Payments, the Denovo Licensed Products or the Denovo License Agreement (vii) shall not waive any obligation of, or grant any consent to, the applicable Licensee under or in respect of, in connection with, or relating to a License Agreement, (viii) shall not permit a Licensee to take any Set-off against the Purchased Royalty Payments, and (ix) shall not agree to do anything in contravention of the foregoing.
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Samples: Royalty Purchase Agreement (Viracta Therapeutics, Inc.), Royalty Purchase Agreement (XOMA Corp)
Performance of License Agreement. Each Seller Party, as applicable, (i) shall perform and comply in all respects with its duties and obligations under each License Agreement, (ii) except as contemplated by the Checkmate Consent, shall not, without the prior written consent of Purchaser, transfer or assign (including by merger, consolidation, operation of law or otherwise), amend, modify, supplement, restate, waive, cancel or terminate (or consent to any of the foregoing) a License Agreement, in whole or in part, (iii) shall not grant, incur or suffer to exist any Liens (other than Permitted Liens) on the Purchased Royalty Payments, the Collateral, or a License Agreement, (iv) without Purchaser’s prior consent, shall not forgive, release or compromise any milestones, royalties or other amounts owed to or becoming owing to it under a License Agreement, or grant any rights to a Licensee that would have the effect of doing any of the foregoing, (v) shall not consent to a Licensee’s transfer or assignment (including by merger, consolidation, operation of law or otherwise) of, in whole or in part, any rights under a License Agreement without Purchaser’s prior written consent, (vi) except pursuant to Section 5.6, shall not enter into any new agreement or legally binding arrangement in respect [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. of, in connection with, or related to any of (A) the Day One Checkmate Royalty Payments, the Day One Licensed Products, or the Day One License Agreement, or (B) the Denovo Royalty Payments, the Denovo Checkmate Licensed Products or the Denovo Checkmate License Agreement Agreement, (vii) without Purchaser’s prior consent, shall not waive any obligation of, or grant any consent to, the applicable Licensee under or in respect of, in connection with, or relating to a License Agreement, and (viii) shall not permit a Licensee agree to take any Set-off against the Purchased Royalty Payments, and (ix) shall not agree do or attempt to do anything in contravention of the foregoing.
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Performance of License Agreement. Seller (i) shall perform and comply in all respects with its duties and obligations under each License Agreement, (ii) shall not, without the prior written consent of Purchaser, assign (including by merger, operation of law or otherwise), amend, modify, supplement, restate, waive, cancel or terminate (or consent to any of the foregoing) a License Agreement, in whole or in partpart in any manner which would result in an Adverse Change (provided that Seller’s prior written consent shall not be required by Seller’s assignment of a License Agreement which could not reasonably be expected to result in an Adverse Change), (iii) shall not grant, incur or suffer to exist any Liens (other than Permitted Liens) on the Purchased Royalty Payments, the Collateral, or a License Agreement, (iv) shall not forgive, release or compromise any milestones, royalties of the Purchased Royalty Payments or other amounts owed to or becoming owing to it under a License AgreementRecoveries , or grant any rights to a Licensee that would have the effect of doing any of the foregoing, (v) shall not, without Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), consent to a Licensee’s assignment (but not including by merger, or operation of law or otherwiseassignments as to which Seller’s prior consent to any such assignment is not required by the applicable License Agreement) of, in whole or in part, any rights under a License Agreement without Agreement, (vi) except for the [*] or pursuant to Section 5.6 or with Purchaser’s prior written consent, (vi) except pursuant to Section 5.6, shall not enter into any new agreement or legally binding arrangement in respect of, in connection with, or related to any of (A) the Day One Novartis Royalty Payments, the Day One Novartis Licensed Products, or the Day One Novartis License Agreement, or (B) the Denovo Royalty Payments, the Denovo Licensed Products or the Denovo License Agreement (vii) shall not waive any obligation of, or grant any consent to, the applicable Licensee under or in respect of, in connection with, or relating to a License AgreementAgreement in any manner which could be reasonably expected to result in an Adverse Change, (viii) shall take Commercially Reasonable Efforts not permit a Licensee to take any Set-off against the Purchased Royalty Payments, and (ix) shall not agree to do anything in contravention of the foregoing.
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