following the Effective Date the
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 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
*Confidential Treatment Requested.
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Execution Copy
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 [*]
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 [*] 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