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 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,
12
[***] Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Confidential treatment has been requested with respect to this information.
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 3.1 includes the right to grant
and authorize sublicenses through multiple tiers within the scope thereof to
Third Parties that Oncothyreon (or its