consent of the other parties to such contract or, alternatively, written
confirmation from such parties reasonably satisfactory to Oncothyreon that such
consent is not required, it being understood that neither Array, Oncothyreon nor
any of their respective Affiliates shall be required to pay money to any third
party, commence any litigation or offer or grant any accommodation (financial or
otherwise) to any third party. If such consent is not obtained, or if an
attempted assignment thereof would be ineffective or would adversely affect the
rights thereunder so that Oncothyreon would not in fact receive all such rights,
Oncothyreon
13
Execution Copy
and Array shall cooperate in a mutually agreeable arrangement pursuant to which
Oncothyreon would obtain, as of and following the Effective Date, the benefits
and assume the obligations thereunder in accordance with this Agreement,
including subcontracting or sublicensing to Oncothyreon, or pursuant to which
Array would enforce for the benefit of Oncothyreon.
2.7 Assumed Liabilities. Subject to the terms of the Agreement, Oncothyreon will
assume and pay, perform and discharge when due those, and only those,
Liabilities of Array under and with respect to any Assumed Contracts, to the
extent that such obligations and liabilities first accrued after the Effective
Date (the "Assumed Liabilities"). Notwithstanding any provision in this
Agreement, as a material consideration and inducement to Oncothyreon to enter
into this Agreement, Array will retain, and will be solely responsible for
paying, performing and discharging when due, and Oncothyreon will not assume or
otherwise have any responsibility or liability for, any and all Liabilities of
Array (whether now existing or hereafter arising) other than the Assumed
Liabilities (the "Excluded Liabilities"). In addition, Array shall, as requested
by Oncothyreon and at Oncothyreon's cost, enforce the remedies available to
Array and/or its Affiliates under the Assumed Contracts for the benefit of
Oncothyreon.
2.8 Contracted Analytical Services. Oncothyreon agrees that for a period of not
less than three (3) years from the Effective Date, it will continue to obtain
analytical services from Array, and Array will provide such services to
Oncothyreon, pursuant to a separate agreement to be entered into between the
Parties within sixty (60) days following the Effective Date pursuant to good
faith negotiations, which agreement shall be consistent with the terms set forth
in Exhibit J and contain such other terms and conditions as are reasonable and
customary for arrangements of this type.
ARTICLE 3
LICENSE; NON-COMPETE
3.1 License. Array hereby grants to Oncothyreon an exclusive (including as to
Array and its Affiliates) license under the Array Technology to research,
develop, make, have made, use, offer for sale, sell, import and export Products
in the Territory for use in the Field. Oncothyreon shall have the right to
exercise such license through its Affiliates, provided that Oncothyreon shall be
responsible for the failure by its Affiliates to comply with, and Oncothyreon
guarantees the compliance by each of its Affiliates with, the terms of this
Agreement including all relevant restrictions, limitations and obligations.
3.2 Sublicenses. The license under Section