Provision Language
2. PRI Requirements
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(b) Global Access Commitments
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(viii) In the event of the assignment, sale, exclusive license, or other transfer of the Global Access Products, and/or related technology, the Global Access Commitments shall survive and the Company shall ensure that the Global Access Commitments are assumed by the purchaser, transferee, licensee, or acquirer. Adjuvant shall have the right to review the provisions of the written agreement with such third party that relate to the assumption of the Global Access Commitments to confirm that the Global Access Commitments will survive and be assumed by the third party. The Company shall not grant to a third party any rights or enter into any arrangements, amendments, or agreements that would limit or restrict Adjuvant’s rights to enforce the Global Access Commitments or the Company’s obligations to satisfy the Global Access Commitments, unless such third party expressly assumes such Global Access Commitments to the satisfaction of Adjuvant.
(c) Global Health License
(i) Upon the occurrence of a License Trigger Event, as defined below, the Company shall grant Adjuvant a Global Health License, which shall be a nonexclusive, perpetual, irrevocable, non-terminable, fully-paid up, royalty free license subject to the licensing terms associated with the Epetraborole License (including any payment obligations contained therein) (with the right to sublicense to third parties) to the Global Access Products to use, reproduce, modify, make, have made, distribute, sell and otherwise dispose of the Global Access Products in the Target Countries for the sole purpose of achieving the Global Access Commitments; provided, however, that the grant of such Global Health License shall be contingent upon the Company’s obtaining any approvals to the Global Health License required under the Epetraborole License. The Company shall use its best efforts to obtain such approvals.
(ii) A “License Trigger Event” means:
(1) the Company fails to cure an Event of Non-Compliance of this Global Health Agreement, including a failure to perform the Global Access Commitments, within the applicable time period set forth in Section 2(e) of this Global Health Agreement;
(2) the Company or any transferee assigns or transfers (including by exclusive license) without Adjuvant’s consent any material intellectual property related to the Global Access Products or other intellectual property subject to the Global Access Commitments and the successor fails to assume or perform the relevant Global Access Commitments (unless the Company has retained sufficient rights in any such material intellectual property to perform the relevant Global Access Commitments, in the opinion of the Company and Adjuvant, acting reasonably); or
(3) the Company or any transferee (1) institutes any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation, assignment for the benefit of creditors, or similar proceeding relating to it under the laws of any jurisdiction or any such proceeding is instituted (for justified reasons) against the Company or any transferee that remains undismissed or unstayed for a period of 90 days, or (2) ceases to conduct business in the ordinary course or is determined to no longer be a going concern.
(h) Transfer
The Company shall have no right to transfer or assign its obligations under this Global Health Agreement without the prior written consent of Adjuvant. Any attempted assignment in violation of this provision shall be void.