Common use of Relicensing Clause in Contracts

Relicensing. If the License Agreement has been terminated (in its entirety or with respect to certain Regions or Licensed Products), then (i) Subscriber shall have the right to consult and cooperate with Issuer to identify and pursue one or more alternative licensing arrangements with respect to the terminated Region(s) or Licensed Product(s), as applicable, in the ▇▇▇▇▇ Territory (i.e., grants of new licenses or sublicenses to any Genfit Technology, and any ▇▇▇▇▇ Licensed Patent Rights or ▇▇▇▇▇ Licensed Know-How licensed to Issuer) through one or more third parties reasonably satisfactory to Subscriber and Issuer, on commercially reasonable terms, as determined by the Issuer and Subscriber acting reasonably, which right Subscriber may exercise by written notice to Issuer, and (ii) Issuer shall use commercially reasonable efforts to negotiate and enter into agreements as are reasonably necessary in furtherance thereof. All reasonable out of pocket costs and expenses (including attorneys’ fees and expenses) incurred by Subscriber pursuant to this Section 5.7(c) shall be borne by Subscriber. All reasonable out of pocket costs and expenses (including attorneys’ fees and expenses) incurred by Issuer pursuant to this Section 5.7(c) and not paid for out of the closing proceeds, if any, of such new agreements shall be borne by Issuer. If Issuer shall enter into any new agreement(s) pursuant to this Section 5.7(c), then, for no additional consideration from Subscriber, (x) Subscriber shall be entitled to the same rights under such new agreement(s), mutatis mutandis, as those provided for under the License Agreement (excluding any payments owed by Issuer to Licensee pursuant to Section 13.6(c)(ii) of the License Agreement) pursuant to the Transaction Documents, (y) such new agreement(s) shall provide that all payments thereunder corresponding to the Receivables shall be assigned to Fiduciaire to be held in trust for the benefit of Subscriber and Issuer, according to their respective interests in the Fiduciary Assets (which payments, for the avoidance of doubt, will promptly, and in any event within [***] Business Days, be paid by the Fiduciaire to Subscriber as additional repayment of the Bonds under the Terms and Conditions of the Bonds until the end of the Royalty Period), and (z) Subscriber, Fiduciaire and Issuer shall modify the terms of this Support Agreement and the other Transaction Documents to reflect such new agreement and to reflect, as closely as possible, with respect to such new agreement(s), the benefit of the bargain of the parties hereunder with respect to the License Agreement, the sale of the revenue generated (and to be generated) by virtue of the licenses of intellectual property rights granted thereunder and the purchase by Subscriber of the Bonds. In the event that Issuer has not entered into a new agreement pursuant to this Section 5.7(c) within [***] days of the termination of the License Agreement, then Subscriber shall have the right to retain an investment banker on behalf of Issuer to find a new counterparty for the terminated Region(s) or terminated Licensed Product(s), as applicable, in the ▇▇▇▇▇ Territory, with any fees or expenses of such investment banker being borne by Subscriber, and Issuer shall use commercially reasonable efforts to cooperate with and provide assistance to Subscriber in connection with Subscriber’s efforts.

Relicensing. (a) On or before June 30, 2014, Borrower shall determine the commercial feasibility of the Relicensing and, on or before such date, shall deliver written notice to Administrative Agent indicating (i) that Borrower shall undertake the Relicensing or (ii) that Borrower has determined that the Relicensing is not commercially feasible, together with a description of any proposals to the Relicensing that Borrower has determined may be commercially feasible alternatives to the Relicensing. (b) If Borrower has elected to undertake the License Agreement has been terminated Relicensing (and informed Administrative Agent of such election in its entirety or accordance with respect to certain Regions or Licensed ProductsSection 8.25(a)), then Borrower shall undertake and diligently pursue the Relicensing to completion on or before March 31, 2015, and shall provide written updates to Administrative Agent, at least once per calendar quarter, describing the status of the Relicensing. On or before March 31, 2015, Borrower shall deliver evidence reasonably satisfactory to Administrative Agent that (i) Subscriber Borrower has completed the Relicensing; and (ii) all construction necessary for occupation of at least twenty (20) Residential Units at the Project by assisted living or memory care residents has been completed (c) If Borrower elects not to undertake the Relicensing, Borrower shall deliver to Administrative Agent, on or before June 30, 2014, (i) a revised business plan for the Project setting forth Borrower’s proposed alterative to the Relicensing and operation of at least twenty (20) assisted living or memory care Residential Units at the Project, and (ii) projections under such plan, including calculations demonstrating compliance by the Project, on a pro forma basis, with the financial covenants specified in Section 8.15 hereof. Administrative Agent shall have the right to consult and cooperate with Issuer approve such revised business plan in its reasonable discretion and, following Administrative Agent’s approval thereof, which approval may be conditioned upon the modification of the Loan Documents to identify and pursue one or more alternative licensing arrangements with respect include such changes to the terminated Region(s) or Licensed Product(s), covenants specified in Section 8.15 as applicable, in the ▇▇▇▇▇ Territory (i.e., grants of new licenses or sublicenses to any Genfit Technology, and any ▇▇▇▇▇ Licensed Patent Rights or ▇▇▇▇▇ Licensed Know-How licensed to Issuer) through one or more third parties reasonably satisfactory to Subscriber and Issuer, on commercially reasonable terms, as determined by the Issuer and Subscriber acting reasonably, which right Subscriber Administrative Agent may exercise by written notice to Issuer, and (ii) Issuer shall use commercially reasonable efforts to negotiate and enter into agreements as are deem reasonably necessary in furtherance thereof. All reasonable out of pocket costs and expenses (including attorneys’ fees and expenses) incurred by Subscriber pursuant to this Section 5.7(c) based upon such projections, Borrower shall be borne by Subscriber. All reasonable out of pocket costs and expenses (including attorneys’ fees and expenses) incurred by Issuer pursuant to this Section 5.7(c) and not paid for out of the closing proceeds, if any, of promptly implement such new agreements shall be borne by Issuer. If Issuer shall enter into any new agreement(s) pursuant to this Section 5.7(c), then, for no additional consideration from Subscriber, (x) Subscriber shall be entitled to the same rights under such new agreement(s), mutatis mutandis, as those provided for under the License Agreement (excluding any payments owed by Issuer to Licensee pursuant to Section 13.6(c)(ii) of the License Agreement) pursuant to the Transaction Documents, (y) such new agreement(s) shall provide that all payments thereunder corresponding to the Receivables shall be assigned to Fiduciaire to be held in trust for the benefit of Subscriber and Issuer, according to their respective interests in the Fiduciary Assets (which payments, for the avoidance of doubt, will promptly, and in any event within [***] Business Days, be paid by the Fiduciaire to Subscriber as additional repayment of the Bonds under the Terms and Conditions of the Bonds until the end of the Royalty Period), and (z) Subscriber, Fiduciaire and Issuer shall modify the terms of this Support Agreement and the other Transaction Documents to reflect such new agreement and to reflect, as closely as possible, with respect to such new agreement(s), the benefit of the bargain of the parties hereunder with respect to the License Agreement, the sale of the revenue generated (and to be generated) by virtue of the licenses of intellectual property rights granted thereunder and the purchase by Subscriber of the Bonds. In the event that Issuer has not entered into a new agreement pursuant to this Section 5.7(c) within [***] days of the termination of the License Agreement, then Subscriber shall have the right to retain an investment banker on behalf of Issuer to find a new counterparty for the terminated Region(s) or terminated Licensed Product(s), as applicable, in the ▇▇▇▇▇ Territory, with any fees or expenses of such investment banker being borne by Subscriber, and Issuer shall use commercially reasonable efforts to cooperate with and provide assistance to Subscriber in connection with Subscriber’s effortsrevised business plan.