Example ContractsClausesAmendments to Bellus License Agreement
Amendments to Bellus License Agreement
Amendments to Bellus License Agreement contract clause examples

Amendments to Bellus License Agreement. Bellus shall give prompt notice to [[Organization B:Organization]], together with a detailed summary of outstanding issues if [[Organization B:Organization]] so requests, of any notice received from or given to FB Health of any proposed amendments or proposed modifications of, or any proposed waivers under, the Bellus License Agreement.

Breach under Bellus License Agreement. In the event of any default, breach or violation by FB Health of the Bellus License Agreement, Bellus shall promptly notify [[Organization B:Organization]] in writing of such breach, and [[Organization B:Organization]] shall have the right, but not the obligation, to cure such default, breach or violation on behalf of FB Health within [ * ] after [[Organization B:Organization]]’s receipt from Bellus of written notification of such default, breach or violation. During such [ * ] cure period, Bellus shall not terminate the Bellus License Agreement as a result of such breach.

Option to Obtain a License Directly from Bellus Upon Termination of the Bellus License Agreement. In the event Bellus has the right to terminate the Bellus License Agreement for any reason, and the [[Organization B:Organization]] Sublicense Agreement is in force and effect as of the proposed date of termination of the Bellus License Agreement, Bellus shall promptly notify [[Organization B:Organization]], and [[Organization B:Organization]] shall have the right to obtain directly from Bellus, a license agreement on substantially the same terms and conditions set forth in the Bellus License Agreement (such right, the “License Option”). [[Organization B:Organization]] may exercise the License Option by providing a written notice to Bellus within [ * ] from the date that Bellus notifies [[Organization B:Organization]] that Bellus has the right to terminate the Bellus License Agreement. If [[Organization B:Organization]] exercises the License Option, Bellus shall enter into a license agreement directly with [[Organization B:Organization]] (the “New License Agreement”) on substantially the same terms and conditions as those set forth in the Bellus License Agreement; provided, however, # that Bellus shall agree in the New License Agreement to terms providing that in no event shall [[Organization B:Organization]] be liable to Bellus for any actual or alleged breach by FB Health of the Bellus License Agreement; # that the financial terms of the New License Agreement shall in no event be greater than the corresponding financial terms set forth in the Bellus License Agreement; and # that in no event shall Bellus be obligated to accept provisions in any New License Agreement unless such provisions correspond to rights granted, or covenants made, by Bellus to FB Health under the Bellus License Agreement. Bellus shall not terminate the Bellus License Agreement until the New License Agreement is fully executed and in full force and effect. FB Health acknowledges and agrees that all of [[Organization B:Organization]]’s payment obligations under the [[Organization B:Organization]] Sublicense Agreement shall automatically terminate upon execution of the New License Agreement to the extent that they are required payments under the New License Agreement.

Reference is hereby made to that certain License Agreement between FB Health S.p.A (“FB Health”) and [[Organization A:Organization]]Bellus”), of even date herewith (the “Bellus License Agreement”). All capitalized terms used but not defined herein shall have the meaning set forth in the Bellus License Agreement.

No Breach. Bellus confirms that, as of the date of this Letter Agreement: # the Bellus License Agreement remains in full force and effect; and # it has not given any notice to FB Health of any breach by FB Health under the Bellus License Agreement.

Notwithstanding anything to the contrary set forth in [Article 5] of the Bellus License Agreement, FB Health may disclose Confidential Information of Bellus to [[Organization B:Organization]], provided that such disclosure complies with the requirements of [Section 5.2] of the Bellus License Agreement. The parties hereto recognize that, from time to time, [[Organization B:Organization]] might receive from Bellus or FB Health Confidential Information of Bellus (or other information that would have constituted Confidential Information of Bellus under the Bellus License Agreement if it had been disclosed by Bellus to FB Health) (collectively, “Bellus Information”). The parties hereto agree that the terms and conditions of [Article 5] of the [[Organization B:Organization]] Sublicense Agreement that apply to Confidential Information of FB Health shall also apply to such Bellus Information, except that references in [Article 5] to the “other Party” with respect to such Bellus Information shall be deemed to refer to Bellus, not FB Health.

Bellus acknowledges and agrees that the diligence obligations set forth in [Section 3.1.2] of the [[Organization B:Organization]] License Agreement shall satisfy the requirements of [Sections 2.3 and 3.1.2]2] of the Bellus License Agreement.

Bellus shall not sell, assign or otherwise transfer the Bellus License Agreement or any Licensed Technology to any Person (including any Affiliate of the Licensor) except to # a wholly-owned direct or indirect subsidiary of Bellus or # a successor corporation or entity in accordance with [clause (ii) of Section 13.7] of the Bellus License Agreement, and solely in each case if, prior to any such sale, assignment or transfer, such transferee has acknowledged and confirmed in writing to FB Health and [[Organization B:Organization]], all in a manner reasonably acceptable to FB Health and [[Organization B:Organization]], that, effective as of such sale, assignment or other transfer, such transferee shall be bound by the Bellus License Agreement as if it were a party to it as and to the identical extent applicable to Bellus with respect to the Bellus License Agreement and Licensed Technology. Bellus shall not incur or permit to exist (and shall cause each of its Affiliates not to incur or permit to exist), with respect to any Licensed Technology, any lien, encumbrance, charge, security interest, mortgage, liability, grant of license to Third Parties or other restriction (including in connection with any indebtedness).

Bellus and FB Health acknowledge and agree that a new sentence is hereby added to the end of [Section 2.6] of the Bellus License Agreement: “[ * ]

License. Service Provider hereby grants, agrees to grant, and shall cause to be granted to Owners and their Affiliates, a perpetual, irrevocable, fully paid-up, royalty-free, non-exclusive, transferable (solely in connection with any sale or transfer of the Facility) right and license under, in and to the Facility IP, to Use the Facility and all equipment, components,

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