Master Alliance Provisions Guide (MAPGuide)

BMGF – Arsanis, S. Aureus Antibody Strategic Relationship Letter Agreement

  • Liability | Representations & Warranties

Definitions

Adimab Option Exercise Letters” means, collectively, the letters from Dr. Eszter Nagy of the Company to Dr. Tillman Gerngross of Adimab, dated, respectively, May 28, 2013, January 29, 2014, and April 24, 2014, including the attachments thereto.

ASN100 Product Candidate” means the Company’s product consisting of a combination of two fully human IgG1 isotype antibody components (ASN-1 and ASN-2) intended for prevention and/or treatment of disease in subjects colonized or infected with S. aureus.

Optioned Antibodies” means, collectively, the mAbs specified in the Adimab Option Exercise Letters.

3. Global Access Commitments

(n) Sufficient Rights; Inventory.

(i) The Company represents and warrants that: (A) the Company owns or possesses, or believes it can acquire on commercially reasonable terms, all necessary rights required in order to perform its obligations and grant the licenses hereunder, (B) Arsanis mAbs ASN-1, ASN-2, and ASN-3 are included in the Optioned Antibodies and ASN-1 and ASN-2 are the mAbs that comprise the ASN100 Product Candidate, and (C) each of the Option Exercise Letters was delivered to and acknowledged by Adimab during the relevant Option Term (as defined in the Adimab Agreement) applicable to each of the Optioned Antibodies.

(ii) The Company represents and warrants that, as of the Effective Date, it has in inventory or has a contractual right to obtain a sufficient amount of the ASN100 Product Candidate and placebo therefor to timely complete the presently ongoing Phase II clinical study of the ASN100 Product Candidate.

18. Authority; Governing Law

Each of the signatories below covenants, represents and warrants that he, she or it had all authority necessary to execute this Letter Agreement and that, on execution, this Letter Agreement will be fully binding and enforceable in accordance with its terms, and that no other consents or approvals of any other person or third parties are required or necessary for this Letter Agreement to be so binding. This Letter Agreement will be governed by the laws of the State of Delaware, excluding its conflicts of laws provisions.