USE IN THE FIELD.
SUBJECT TO THE CONSENT OF BIOLINERX, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED, THE
FOREGOING LICENSE INCLUDES THE RIGHT TO GRANT SUBLICENSES UNDER THE BIOLINERX
INTELLECTUAL PROPERTY, PROVIDED THAT, WITH RESPECT TO SUBLICENSES GRANTED UNDER
THE SUBLICENSED IP, IKARIA SHALL (A) GRANT SUCH SUBLICENSES ONLY FOR
CONSIDERATION AND AT ARM'S-LENGTH TRANSACTIONS, AND (B) GRANT SUCH SUBLICENSES
ONLY PURSUANT TO WRITTEN AGREEMENTS THAT CONTAIN SUCH TERMS AND CONDITIONS AS
MAY BE REQUIRED FOR IKARIA TO COMPLY WITH THIS AGREEMENT.
BIOLINERX SHALL USE
ITS BEST EFFORTS TO OBTAIN THE WRITTEN CONSENT OF THE OCS TO THIS AGREEMENT
WITHIN [**] DAYS AFTER AUGUST 26TH, 2009, WHICH CONSENT MUST BE IN A FORM THAT
IS SATISFACTORY TO EACH PARTY.
IF THE OCS HAS STILL NOT PROVIDED SUCH CONSENT
DURING SUCH [**] DAYS, IKARIA SHALL HAVE THE RIGHT TO REQUIRE BIOLINERX TO
CONTINUE TO USE BEST EFFORTS TO OBTAIN SUCH CONSENT WITHIN THE SUBSEQUENT [**]
DAY PERIOD.
IN ADDITION, (I) IKARIA SHALL HAVE THE RIGHT TO HAVE A
REPRESENTATIVE PRESENT AT ALL INTERACTIONS BETWEEN BIOLINERX'S REPRESENTATIVES
AND THE OCS RELATING TO SUCH CONSENT, (II) BIOLINERX SHALL (A) PROVIDE IKARIA
WITH A REASONABLE OPPORTUNITY TO REVIEW AND APPROVE THE REQUEST FOR CONSENT
SUBMITTED TO THE OCS AND (B) KEEP IKARIA FULLY
9
INFORMED AS TO THE PROGRESS OF SUCH REQUEST FOR CONSENT AND SHALL CONSULT WITH
IKARIA IN GOOD FAITH WITH RESPECT THERETO, (III) BIOLINERX SHALL NOT ENGAGE IN
ANY ACTIVITIES OR DISCUSSIONS WITH ANY THIRD PARTY RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT, INCLUDING PURSUING ANY OTHER TRANSACTIONS RELATING TO
THE BIOLINERX INTELLECTUAL PROPERTY, WITHOUT IKARIA'S CONSENT, AND (IV) IKARIA
SHALL HAVE THE RIGHT, PRIOR TO THE EFFECTIVE DATE, TO UNILATERALLY MODIFY THIS
AGREEMENT TO COMPLY WITH THE SPECIFIC, FORMAL, WRITTEN REQUESTS OF THE OCS,
PROVIDED THAT SUCH MODIFICATIONS HAVE NO DETRIMENTAL FINANCIAL IMPACT ON
BIOLINERX UNDER THIS AGREEMENT.
NOTWITHSTANDING BIOLINERX'S OBLIGATION TO
EXERCISE BEST EFFORTS TO OBTAIN THE CONSENT FROM THE OCS AS DESCRIBED ABOVE,
BIOLINERX SHALL NOT BE REQUIRED TO (Y) AGREE TO ANY REQUEST BY THE OCS THAT
WOULD REQUIRE BIOLINERX TO PAY TO THE OCS AN AGGREGATE AMOUNT OF MORE THAN $[**]
OR (Z) OBTAIN A CONSENT BASED ON THE CHARACTERIZATION OF THIS AGREEMENT AS A
"TRANSFER OF KNOW-HOW OUTSIDE OF ISRAEL" UNDER SECTION 19B OF THE ISRAELI LAW
FOR THE ENCOURAGEMENT OF INDUSTRIAL RESEARCH & DEVELOPMENT, 1984.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SUBJECT TO SECTION 8.6, THE
PROVISIONS OF THIS AGREEMENT OTHER THAN THIS SECTION 2.1, SECTION 2.2,
ARTICLE VII, SECTION 8.6 AND ARTICLE X SHALL NOT BE EFFECTIVE UNTIL SUCH CONSENT
HAS BEEN OBTAINED AND EACH PARTY HAS DELIVERED THE CERTIFICATE SET FORTH IN
SECTION 7.8 (THE "EFFECTIVE DATE").
SECTION 2.2
NON-COMPETITION.
DURING THE TERM OF THIS AGREEMENT,
BIOLINERX SHALL NOT, WITHIN THE TERRITORY, DIRECTLY OR INDIRECTLY (INCLUDING
THROUGH ITS AFFILIATES), CONDUCT RESEARCH OR DISCOVERY ACTIVITIES, DEVELOP,
MANUFACTURE (EXCEPT AS SET FORTH IN SECTION 3.6), COMMERCIALIZE, OR GRANT ANY
RIGHTS OR OPTIONS OR PROVIDE ASSISTANCE TO ANY THIRD PARTY