MAINTAIN THE LFRP PATENTS OWNED BY IT, AND (B) ******.
(I)
COMPANY SHALL MAINTAIN INSURANCE POLICIES WITH THE SAME OR BETTER
COVERAGES AND LIMITS AS THOSE SET FORTH ON SCHEDULE 3.19 WITH THE INSURANCE
PROVIDERS OR WITH INSURANCE COMPANIES RATED AT LEAST AS HIGH AS THE INSURANCE
PROVIDERS AS OF THE EXECUTION DATE (ACCORDING TO A.M. BEST COMPANY, INC.).
Confidential materials omitted and filed separately with the Securities and
Exchange
Commission.
Asterisks denote such omission.
35
(J)
COMPANY SHALL NOT TRANSFER ALL OR ANY PART OF ITS INTERESTS IN
ANY LICENSE AGREEMENTS OR IN LICENSES OR ANY LFRP INTELLECTUAL PROPERTY, EXCEPT
FOR LICENSES OF LFRP INTELLECTUAL PROPERTY AND TRANSFERS OF LFRP LIBRARIES AND
BIOLOGICAL MATERIAL WITHIN THE SCOPE PERMITTED UNDER PARAGRAPH (III) OF THE
DEFINITION OF "PURCHASE OPTION EVENT."
(K)
COMPANY SHALL ENSURE THAT THE CLAIMS AND RIGHTS OF ASSIGNEE
CREATED BY THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT IN AND TO THE
ASSIGNED INTERESTS AND ANY OTHER COLLATERAL ARE AND SHALL REMAIN SENIOR TO ANY
OBLIGATIONS OF COMPANY TO ANY OTHER PERSON.
(L)
COMPANY SHALL CAUSE EACH OF ITS OFFICERS, EMPLOYEES, CONSULTANTS
AND OTHER AGENTS TO ASSIGN, TO COMPANY ALL IMPROVEMENTS OF OR TO THE LFRP
INTELLECTUAL PROPERTY THAT ARISE ON OR AFTER THE CLOSING DATE, AND AGREES TO
CAUSE SUCH PERSONS TO EXECUTE AND DELIVER, ALL INSTRUMENTS, DOCUMENTS AND
AGREEMENTS AS ARE REASONABLY REQUIRED TO EFFECTUATE SUCH ASSIGNMENT.
(M)
COMPANY SHALL NOT USE ANY CURRENT OR FUTURE PROTEIN, PEPTIDE OR
ANTIBODY SELECTION TECHNOLOGY TO ESTABLISH A BUSINESS OR BUSINESS UNIT COMPETING
WITH THE LFRP OR ENABLE A THIRD PARTY TO USE FOR FUNDED RESEARCH OR LICENSE OUT
ANY SUCH TECHNOLOGY IN A WAY THAT WOULD COMPETE WITH THE LFRP.
SECTION 5.12
LFRP; FUTURE LICENSES.
(A)
COMPANY AND ASSIGNEE SHALL PROMPTLY FOLLOWING THE CLOSING DISCUSS
AND ATTEMPT IN GOOD FAITH TO REACH AGREEMENT UPON ASSIGNEE'S SUGGESTIONS FOR
STRUCTURES AND TERMS TO INCLUDE IN FUTURE LICENSES. IN ADDITION, FUTURE LICENSES
SHALL INCORPORATE CERTAIN KEY TERMS, AS SUCH KEY TERMS ARE DESCRIBED IN
EXHIBIT B.
******
COMPANY SHALL PROVIDE ASSIGNEE, FOLLOWING EXECUTION OF A
FUTURE LICENSE BY COMPANY AND ANY CONTRACT PARTY, A COPY OF THE FUTURE LICENSE.
(B)
IF COMPANY AT ANY TIME AND FROM TIME TO TIME DURING THE TERM OF
THIS AGREEMENT, PROPOSES TO MATERIALLY CHANGE THE TERMS CONTAINED IN ANY FUTURE
LICENSE FROM THOSE MANDATORY AND DESIRABLE AGREED TO PURSUANT TO
SECTION 5.12(A) AND EXHIBIT B, THEN AT AN APPROPRIATE POINT IN THE NEGOTIATIONS
ALLOWING REALISTIC INPUT BY ASSIGNEE (AND WITHOUT LIMITING COMPANY'S OBLIGATION
TO OBTAIN CONSENT FROM ASSIGNEE WITH RESPECT TO ANY MANDATORY TERM) BUT IN ANY
EVENT AT LEAST ****** DAYS PRIOR TO THE EXECUTION AND DELIVERY OF ANY LICENSE
AGREEMENT THAT INCLUDES SUCH A MATERIAL DEVIATION, COMPANY SHALL GIVE WRITTEN
NOTICE BY CONFIRMED EMAIL TO ASSIGNEE INDICATING THAT COMPANY PROPOSES TO ENTER
INTO SUCH A LICENSE AGREEMENT AND THE ANTICIPATED DATE OF EXECUTION OF SUCH
PROPOSED LICENSE AGREEMENT.
(C)
******
(D)
WITH RESPECT TO ANY FUTURE LICENSE OR INVOICE ENTERED INTO OR
ISSUED