PUBLICLY DISCLOSED. EXCLUSIVE LICENSE AGREEMENT This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is entered into as of March 12, 2020 (the “Effective Date”) by and between Katmai Pharmaceuticals, Inc., a Delaware corporation having an address at 0000 Xxxxxxxxx Xxx., Xxxxxx Xxx Xxx, XX 00000 (“Katmai”), and Erasca, Inc., a Delaware corporation having an address at 10835 Road to the Cure #140, Xxx Xxxxx, XX 00000 (“Erasca”). Erasca and Katmai are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
PUBLICLY DISCLOSED. 8.2 All costs including VAT incurred from and after the Commencement Date until (and on) the date of expiry or the earlier termination of this Agreement in connection with the preparation, filing, prosecution, and maintenance of the Licenced Patent Rights shall be paid by [***] in Pound Sterling within [***] of receipt of [***] invoice for same (interest is chargeable on late payment in accordance with Clause 4.4.1).
PUBLICLY DISCLOSED. 6.3 The Party is under no obligation, restriction or limitation, contractual, administrative, judicial, or otherwise, to any other individual, entity, or governmental agency that would prohibit or impede the Party from entering into this Agreement or performing under this Agreement, and the Party is free to and does freely and of its own volition enter into and perform hereunder. The Party has not made to the other Party any promise, representation or warranty, express or implied, not contained in this Agreement concerning the subject matter of this Agreement, and the Party has not executed this Agreement in reliance upon any promise, representation or warranty not contained in this Agreement. The Party assumes the risk of all mistakes of fact with regard to any and all facts which are known or unknown to it relating to the subject matter of this Agreement.
PUBLICLY DISCLOSED. In the absence of an agreement by the Parties, selection of the arbitrator shall be governed by JAMS Comprehensive Arbitration Rules and Procedures. The compensation and expenses of the arbitrator shall initially be shared equally by the Parties. At the conclusion of the arbitration, the arbitrator shall, in good faith, approximate the extent to which each Party prevailed and shall award the costs of the arbitration process and reasonable attorney’s fees and expenses consistent with this approximation. A Party that is determined to have fully prevailed on all its claims is entitled to all costs it incurred for the arbitration process and all reasonable attorney’s fees and expenses. The arbitrator may not award punitive damages or consequential damages to either Party for any reason. The decision of the arbitrator shall be final, conclusive and binding, and no action at law or in equity may be instituted by any Party other than to enforce the award of the arbitrator. The Parties intend this alternative dispute resolution procedure to be a private undertaking and agree that an arbitration conducted under this provision will not be consolidated with an arbitration involving other healthcare providers or third parties, and that the arbitrator will be without power to conduct an arbitration on a class basis. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
PUBLICLY DISCLOSED any agreed upon requirements of 89bio relating to the security of controlled drug substances. Provider shall be responsible for the safe storage and handling of the 89bio Product until delivery to 89bio in accordance with Section 4.3. The Provider shall keep records of the storage conditions in relation to each batch of 89bio Products in accordance with the requirements set forth in the Quality Agreement.
PUBLICLY DISCLOSED. 3.10 Each Party shall comply and shall require all of its employees and students involved in any Project to comply with all Applicable Laws.
PUBLICLY DISCLOSED. 4.2 Licensee shall submit Royalty Reports beginning the quarter during which the first commercial sale of Licensed Product is made and continuing throughout the life of this Agreement according to the following schedule: Quarterly Royalty Report Schedule Reporting Quarter Report Due Date 1st Quarter (January, February, March) [***] 2nd Quarter (April, May, June) [***] 3rd Quarter (July, August, September) [***] 4th Quarter (October, November, December) [***]
PUBLICLY DISCLOSED. 7.6 Licensee shall give written notice to University of (a) its Insolvency, or the initiation of any proceeding by Licensee under any bankruptcy or insolvency law, or placement of Licensee’s assets in the hands of a trustee or receiver and (b) its intent to file a voluntary petition in bankruptcy, or of a third party’s intention to file an involuntary petition in bankruptcy against Licensee at least [***] prior to the filing of such petition. This Agreement shall terminate and the license shall revert to University without notice to Licensee upon the occurrence of either of the following events:
PUBLICLY DISCLOSED. 9.2 In the event that any Patent Rights licensed to Licensee are infringed by a third party, Licensee shall have the exclusive right to institute, prosecute and control any action or proceeding with respect to such infringement, by counsel of its choice, including any declaratory judgment action arising from such infringement. It is understood that any settlement, consent judgment or other voluntary disposition of such actions must be approved by University, such approval not to be unreasonably withheld. If Licensee recovers monetary damages in the form of lost profits or reasonable royalty from a third party infringer, then Licensee shall pay to University the owed royalties on the recovered profits.
PUBLICLY DISCLOSED. 1.2 In this Agreement, unless the context otherwise requires:
