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12.9. Accrued Rights; Surviving Obligations. Termination or expiration of this Agreement (either in its entirety or with respect to one or more countries or other jurisdictions) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expirat... |
ARTICLE 13 MISCELLANEOUS |
13.1. Force Majeure. Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from events beyond the reasonable contr... |
13.2. Export Control. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States or other countries or jurisdictions that may be imposed on the Parties from time to time. Each Party shall not, and shall cause its Affiliates not to, export, direct... |
13.3. Assignment. |
13.3.1. Neither Party may assign its rights or, except as provided in Section 2.3.4, Section 4.3 or Section 5.4, delegate its obligations under this Agreement, whether by operation of law or otherwise, in whole or in part without the prior written consent of the other Party, which consent shall not be unreasonably cond... |
13.3.2. AbbVie and Cugene each agrees that, notwithstanding any provision of this Agreement to the contrary, if a Third Party becomes an Affiliate of a Party through merger, acquisition, consolidation or other similar transaction with such Party (such Party, the "Acquisition Party" and such Third Party and its Affiliat... |
13.4. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law and if the rights or obligations of either Party under this Agreement will not be materially and adversely affected thereby, (a) such provision shall be fully severable, (b) this Agreem... |
13.5. Dispute Resolution. Except for disputes resolved by the procedures set forth in Section 6.2.4, Section 7.12.2 or Section 13.10, if a dispute arises between the Parties in connection with or relating to this Agreement or any document or instrument delivered in connection herewith (a "Dispute"), it shall be resolve... |
13.5.1. General. Any Dispute shall first be referred to the Senior Officers, who shall confer in good faith on the resolution of such Dispute. Any final decision mutually agreed to by the Senior Officers in writing shall be conclusive and binding on the Parties. If the Senior Officers are not able to agree on the resol... |
13.5.2. Intellectual Property Disputes. If a Dispute arises with respect the validity, scope, enforceability, inventorship or ownership of any Patent, Trademark or other intellectual property rights, and such Dispute cannot be resolved in accordance with Section 13.5.1, unless otherwise agreed by the Parties in writing... |
13.5.3. ADR. Any ADR proceeding under this Agreement shall take place pursuant to the procedures set forth in Schedule 13.5.3. |
13.5.4. Adverse Ruling. Any determination pursuant to this Section 13.5 that a Party is in material breach of its material obligations hereunder shall specify a (nonexclusive) set of actions to be taken to cure such material breach, if feasible. |
13.5.5. Interim Relief. Notwithstanding anything herein to the contrary, nothing in this Section 13.5 shall preclude either Party from seeking interim or provisional relief, including a temporary restraining order, preliminary injunction or other interim equitable relief concerning a Dispute, if necessary to protect th... |
13.6. Governing Law. |
13.6.1. Governing Law. This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of the State of New York, United States excluding any conflicts or choice of law rule or principle that might otherwise refer construction or in... |
13.7. Notices. |
13.7.1. Notice Requirements. Any notice, request, demand, waiver, consent, approval or other communication permitted or required under this Agreement shall be in writing, shall refer specifically to this Agreement and shall be deemed given only if delivered by hand or sent by facsimile transmission (with transmission c... |
13.7.2. Address for Notice. |
If to AbbVie, to: |
AbbVie Global Enterprises Ltd. Thistle House, 4 Burnaby Street Hamilton HM 11 Bermuda |
with a copy (which shall not constitute notice) to: |
AbbVie Inc. 1 North Waukegan Road North Chicago, Illinois 60064 United States Attention: Vice Chairman, External Affairs, Chief Legal Officer and Corporate Secretary |
If to Cugene, to: |
Cugene Inc. 411 Waverley Oaks Road Suite 142 Waltham, MA 02452 United States Attention: Luke Li |
with a copy (which shall not constitute notice) to: Goodwin Procter (Hong Kong) LLP 38th Floor, Edinburgh Tower, The Landmark 15 Queen's Road Central, Hong Kong Attention: Wenseng "Wendy" Pan Facsimile: +852 2801 5515 |
13.8. Entire Agreement; Amendments. This Agreement, together with the Schedules attached hereto, sets forth and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and all prior agreements, understandings, promises and representations, whether written or oral... |
13.9. English Language. This Agreement shall be written and executed in, and all other communications under or in connection with this Agreement shall be in, the English language. Any translation into any other language shall not be an official version thereof and in the event of any conflict in interpretation between ... |
13.10. Equitable Relief. (a) Each Party acknowledges and agrees that the restrictions and obligations set forth in ARTICLE 8 and ARTICLE 9 and (b) Cugene acknowledges and agrees that the restrictions, rights, and obligations set forth in Section 4.6 and Section 5.3, in each case ((a) and (b)), are reasonable and necess... |
13.11. Waiver and Non-Exclusion of Remedies. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. T... |
13.12. No Benefit to Third Parties. Except as provided in ARTICLE 11, the covenants and agreements set forth in this Agreement are for the sole benefit of the Parties and their successors and permitted assigns and they shall not be construed as conferring any rights on any other Persons. |
13.13. Further Assurance. Each Party shall duly execute and deliver or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents and instruments, as may be necessary or as the other Party ma... |
13.14. Relationship of the Parties. It is expressly agreed that Cugene, on the one hand, and AbbVie, on the other hand, shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture or agency, including for all tax purposes. Neither Cugene, on the one h... |
13.15. References. Unless otherwise specified, (a) references in this Agreement to any Article, Section or Schedule shall mean references to such Article, Section or Schedule of this Agreement, (b) references in any Section to any clause are references to such clause of such Section and (c) references to any agreement,... |
13.16. Construction. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders and the word "or" is used in the inclusive sense (and/or). Whenever this Agreement refers to a number of days, unless ... |
13.17. Performance by Affiliates. AbbVie may use one or more of its Affiliates to perform its obligations and duties hereunder and AbbVie's Affiliates are expressly granted certain rights herein; provided that each such Affiliate will be bound by the corresponding obligations of AbbVie and, subject to an assignment to ... |
13.18. Change in Control of Cugene. |
13.18.1. Cugene (or its successor) shall provide AbbVie with written notice of any Change in Control of Cugene or Acquisition by Cugene within two Business Days following the closing date of such transaction (which closing date notice shall specify whether such Change in Control or Acquisition involved a Restricted Com... |
13.18.2. In the event of the Change in Control of Cugene or Acquisition by Cugene, AbbVie shall have the right, in its sole and absolute discretion, by written notice delivered to Cugene (or its successor) at any time during the 180 days following the written notice contemplated by Section 13.18.1, (a) if such Change i... |
13.18.3. Cugene covenants that, following a Change in Control of Cugene or Acquisition by Cugene, (a) there shall be no material change in the level or nature of efforts or resources expended by Cugene and its Affiliates with respect to, or the qualifications and experience of the personnel assigned to (including with ... |
13.19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile, .pdf format via email or other electronically transmitted signatures and such s... |
SCHEDULE 1.54 |
CORPORATE NAMES |
CUGENE INC. |
SCHEDULE 1.94 |
EXISTING PATENTS SCHEDULE |
Title Country Application No. Filed Priority Date Status |
Novel Interleukin-15 (IL-15) Fusion Proteins And Uses Thereof AUSTRALIA 2019288471 6/20/2019 12/16/2020 6/22/2018 Pending |
Novel Interleukin-15 (IL-15) Fusion Proteins And Uses Thereof CANADA 3,102,821 6/20/2019 12/04/2020 6/22/2018 Pending |
Novel Interleukin-15 (IL-15) Fusion Proteins And Uses Thereof CHINA 201980055119X 6/20/2019 6/22/2018 Pending |
Novel Interleukin-15 (IL-15) Fusion Proteins And Uses Thereof EPC 19822948.6 6/20/2019 1/12/2021 6/22/2018 Pending |
Novel Interleukin-15 (IL-15) Fusion Proteins And Uses Thereof JAPAN 2021-520275 6/20/2019 12/18/2020 6/22/2018 Pending |
Novel Interleukin-15 (IL-15) Fusion Proteins And Uses Thereof KOREA 10-2021-7002145 6/20/2019 01/21/2021 6/22/2018 Pending |
Novel Interleukin-15 (IL-15) Fusion Proteins And Uses Thereof UNITED STATES 17/254,004 6/20/2019 12/18/2020 6/22/2018 Pending |
Novel Interleukin-15 (IL-15) Fusion Proteins And Uses Thereof UNITED STATES 62/689,051 6/22/2018 N/A Closed |
Novel Interleukin-15 (IL-15) Fusion Proteins And Uses Thereof WIPO PCT/US2019/038210 6/20/2019 6/22/2018 Closed |
Novel Interleukin-15 (IL-15) Fusion Proteins And Uses Thereof UNITED STATES 62/947686 12/13/2019 N/A Closed |
Novel Interleukin-15 (IL-15) Fusion Proteins And Uses Thereof WIPO PCT/US2020/064515 12/11/2020 12/13/2019 National Entries 6-13-2022 |
Title Country Application No. Filed Priority Date Status |
Cytokine-Based Bioactivatable Drugs And Methods Of Uses Thereof AUSTRALIA 2019288484 6/20/2019 12/18/2020 6/22/2018 Pending |
Cytokine-Based Bioactivatable Drugs And Methods Of Uses Thereof CANADA 3,102,823 6/20/2019 12/4/2020 6/22/2018 Pending |
Cytokine-Based Bioactivatable Drugs And Methods Of Uses Thereof CHINA 2019800554357 6/20/2019 6/22/2018 Pending |
Cytokine-Based Bioactivatable Drugs And Methods Of Uses Thereof EPC 19821633.5 6/20/2019 1/12/2021 6/22/2018 Pending |
Cytokine-Based Bioactivatable Drugs And Methods Of Uses Thereof JAPAN 2021-520277 6/20/2019 12/18/2020 6/22/2018 Pending |
Cytokine-Based Bioactivatable Drugs And Methods Of Uses Thereof KOREA 10-2021-7002147 6/20/2019 01/21/2021 6/22/2018 Pending |
Cytokine-Based Bioactivatable Drugs And Methods Of Uses Thereof MEXICO MX/a/2020/014290 6/20/2019 12/18/2020 6/22/2018 Pending |
Cytokine-Based Bioactivatable Drugs And Methods Of Uses Thereof RUSSIA 2021100361 6/20/2019 1/12/2021 6/22/2018 Pending |
Cytokine-Based Bioactivatable Drugs And Methods Of Uses Thereof UNITED STATES 17/254,054 6/20/2019 12/18/2020 6/22/2018 Pending |
Cytokine-Based Bioactivatable Drugs And Methods Of Uses Thereof UNITED STATES 62/689,053 6/22/2018 N/A Closed |
Cytokine-Based Bioactivatable Drugs And Methods Of Uses Thereof WIPO PCT/US2019/038229 6/20/2019 6/22/2018 Closed |
Cytokine-Based Bioactivatable Drugs And Methods Of Uses Thereof UNITED STATES 62/947749 12/13/2019 N/A Closed |
Cytokine-Based Bioactivatable Drugs And Methods Of Uses Thereof WIPO PCT/US2020/064651 12/11/2020 12/13/2019 National Entries 6-13-2022 |
Title Country Application No. Filed Priority Date Status |
Interleukin-2 Variants And Methods Of Uses Thereof AUSTRALIA 2019288496 6/20/2019 12/16/2020 6/22/2018 Pending |
Interleukin-2 Variants And Methods Of Uses Thereof CANADA 3,102,829 6/20/2019 12/4/2020 6/22/2018 Pending |
Interleukin-2 Variants And Methods Of Uses Thereof CHINA 201980054901 6/20/2019 6/22/2018 Pending |
Interleukin-2 Variants And Methods Of Uses Thereof EPC 19821901.6 6/20/2019 1/12/2021 6/22/2018 Pending |
Interleukin-2 Variants And Methods Of Uses Thereof JAPAN 2021-520278 6/20/2019 12/18/2020 6/22/2018 Pending |
Interleukin-2 Variants And Methods Of Uses Thereof KOREA 10-2021-7002153 6/20/2019 01/21/2021 6/22/2018 Pending |
Interleukin-2 Variants And Methods Of Uses Thereof MEXICO MX/a/2020/014296 6/20/2019 12/18/2020 6/22/2018 Pending |
Interleukin-2 Variants And Methods Of Uses Thereof UNITED STATES 17/254,098 6/20/2019 12/18/2020 6/22/2018 Pending |
Interleukin-2 Variants And Methods Of Uses Thereof UNITED STATES 62/689,055 6/22/2018 N/A Closed |
Interleukin-2 Variants And Methods Of Uses Thereof UNITED STATES 62/755,016 11/2/2018 N/A Closed |
Interleukin-2 Variants And Methods Of Uses Thereof WIPO PCT/US2019/038248 6/20/2019 6/22/2018 Closed |
Title Country Application No. Filed Priority Date Status |
Novel Interleukin-2 Variants For The Treatment Of Cancer AUSTRALIA 2020291942 6/13/2020 12/22/2021 6/14/2019 Pending |
Novel Interleukin-2 Variants For The Treatment Of Cancer CANADA 3143034 6/13/2020 12/08/2021 6/14/2019 Pending |
Novel Interleukin-2 Variants For The Treatment Of Cancer CHINA N/A 6/13/2020 6/14/2019 Pending |
Novel Interleukin-2 Variants For The Treatment Of Cancer EPC 20823471.6 6/13/2020 1/4/2022 6/14/2019 Pending |
Novel Interleukin-2 Variants For The Treatment Of Cancer JAPAN 2021573421 6/13/2020 12/10/2021 6/14/2019 Pending |
Novel Interleukin-2 Variants For The Treatment Of Cancer KOREA 10-2022-7001353 6/13/2020 01/13/2022 6/14/2019 Pending |
Novel Interleukin-2 Variants For The Treatment Of Cancer MEXICO MX/a/2021/015834 6/13/2020 12/15/2021 6/14/2019 Pending |
Novel Interleukin-2 Variants For The Treatment Of Cancer NEW ZEALAND 783836 6/13/2020 12/22/2021 6/14/2019 Pending |
Novel Interleukin-2 Variants For The Treatment Of Cancer RUSSIA 2021139059 6/13/2020 12/27/2021 6/14/2019 Pending |
Novel Interleukin-2 Variants For The Treatment Of Cancer UNITED STATES 17/618,140 6/13/2020 12/10/2021 6/14/2019 Pending |
Novel Interleukin-2 Variants For The Treatment Of Cancer UNITED STATES 62/861,651 6/14/2019 N/A Closed |
Novel Interleukin-2 Variants For The Treatment Of Cancer UNITED STATES 62/947,806 12/13/2019 N/A Closed |
Novel Interleukin-2 Variants For The Treatment Of Cancer WIPO PCT/US2020/037644 6/13/2020 6/14/2019 Closed |
Title Country Application No. Filed Priority Date Status |
Novel Interleukin-2 Variants And Bifunctional Fusion Molecules Thereof AUSTRALIA 2020292421 6/13/2020 12/22/2021 6/14/2019 Pending |
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