Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / license-agreement-revised-draft.docx
license-agreement-revised-draft.docx
Parties
Harkness LLP
Hong Kong SA
Alkerra Manufacturing Inc
Sublicense Inc
Meridian Korea Inc
Meridian Bio Australia Pty Ltd
Dates
September 15, 2023
April 9, 2025
October 9, 2023
October 2, 2023
August 12, 2037
November 3, 2038
Amounts
$18,000,000
$32,000,000
$25,000,000
$45,000,000
$120,000,000
$2,000,000
Obligations
"Calendar Quarter" means each successive period of three (3) consecutive calendar months ending on March 31, June 30, September 30, and December 31 of each year, respectively; provided, however, that the first Calendar Quarter of the Term shall commence on the Effective Date and end on the last day of the then-current calendar quarter, and the last Calendar Quarter of the Term shall commence on the first day of the then-current calendar quarter and end on the date of termination or expiration of this Agreement
"Calendar Year" means each successive period of twelve (12) consecutive calendar months commencing on January 1 and ending on December 31; provided, however, that the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of such year, and the last Calendar Year of the Term shall commence on January 1 of the year of termination or expiration and end on the date of termination or expiration of this Agreement
For the avoidance of doubt, all Licensed Know-How shall constitute Confidential Information of Penterra
For the avoidance of doubt, sales for clinical trial purposes, compassionate use, named patient supply, or other pre-commercial activities shall not constitute a First Commercial Sale
For the avoidance of doubt, transfers of Licensed Products between or among Meridian, its Affiliates, and their sublicensees for purposes of subsequent resale shall not be included in Net Sales, and Net Sales shall be calculated only upon the first arm's-length sale to a Third Party
2 Interpretation In this Agreement, unless the context otherwise requires: (a) the singular includes the plural and vice versa, and reference to any gender includes the other gender and the neuter; (b) "including" and "includes" mean "including without limitation" and "includes without limitation," respectively; (c) headings and captions are for convenience of reference only and shall not be used in interpreting, construing, or enforcing any of the provisions of this Agreement; (d) references to Sections, Articles, Schedules, and Exhibits are references to sections and articles of, and schedules and exhibits to, this Agreement, unless otherwise specified; (e) all Schedules and Exhibits are incorporated herein by reference and shall be deemed to be part of this Agreement; (f) references to any statute, regulation, or rule shall be deemed to include references to such statute, regulation, or rule as amended, modified, supplemented, or re-enacted from time to time, and any successor statute, regulation, or rule; (g) references to "days" mean calendar days unless "Business Days" are expressly specified, and "Business Days" means any day other than a Saturday, Sunday, or day on which commercial banks in New York, New York or Hong Kong SAR are authorized or required by law to close; (h) references to "dollars," "$," or "US$" mean United States Dollars; and (i) the words "herein," "hereof," "hereunder," and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement