4. Program-Related Investment Requirements
(c) Global Health License
(i) The Company hereby grants the Investor a nonexclusive, perpetual, irrevocable, non-terminable, fully-paid up, royalty free license in Target Countries for Global Health Purchasers and for the sole purpose of achieving the Global Access Commitments (with the right to sublicense to third parties reasonably acceptable to the Company) to the Program Products to use, reproduce, modify, make, have made, distribute, sell and otherwise dispose of such Products in the Target Countries (“Global Health License”). The Global Health License is a present license but the Investor will not exercise their rights under such license except in the event of a License Trigger Event as defined below.
(ii) A License Trigger Event means:
(1) the Company fails to use commercially reasonable efforts to obtain regulatory approvals, as agreed by the Global Access Committee;
(2) the Company fails to cure an Event of Non-Compliance, including a failure to perform the Global Access Commitments, within the applicable time period (it being understood that the exercise of the Investor’s rights under theGlobal Health License, and the Investor’s rights to transfer its Shares under the terms of the side letter between the Company, the Investor and certain other individuals named therein, dated as of even date herewith, shall be its sole and exclusive remedies following the Company’s failure to cure an Event of Non-Compliance);
(3) the Company or any transferee assigns or transfers (including by exclusive license) any material intellectual property to the Products or other intellectual property subject to the Global Access Commitments and the successor fails to assume or perform the relevant Global Access Commitments; or
(4) 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 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. Notwithstanding the foregoing, a License Trigger Event will not be deemed to have occurred if the Company or its transferee voluntarily or involuntarily files a Chapter 7 liquidation proceeding that is converted to a reorganization proceeding within 60 days after filing; provided, that the Company or its transferee continues to perform its Global Access Commitments.