2. | LICENSES; SUBLICENSING. |
3. | FINANCIAL TERMS |
4.2 Product Development.
4.3 Technology Transfer. Upon the Effective Date and, as applicable, (i) Successful Completion for an Initial Product or (ii) Cerecor’s written election prior to Successful Completion, Avadel shall transfer to Cerecor, at no additional cost, all Avadel Know-How, which shall include but not be limited to all formulation, development, manufacturing, analytical testing, device testing, stability, pre-clinical, and clinical data, trade secrets, and other regulatory data related to any Product, including the formulation therefor. Avadel shall, at Avadel’s cost, take any and all actions requested by Cerecor to effect the foregoing transfer as promptly as practicable following the Effective Date and, as applicable, (i) Successful Completion for an Initial Product or (ii) Cerecor’s written election prior to Successful Completion, which shall include but not be limited to taking all reasonable actions necessary to enable Cerecor to
6. | PATENT INFRINGEMENT. |
7. | CONFIDENTIALITY |
8. | Term and Termination |
9. | REPRESENTATIONS AND WARRANTIES |
10. | INDEMNITIES; LIMITS ON LIABILITY |
11. | MISCELLANEOUS |
To Cerecor: Cerecor Inc. 400 East Pratt Street, Suite 606 Baltimore, MD 21202 E-mail: Attention: Mariam Morris, Chief Financial Officer With a copy (which shall not constitute notice) to: Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607 Attn: Donald R. Reynolds | To Avadel: Avadel Ireland Block 10-1, Blanchardstown Corporate Park Ballycoolin, Dublin 15 Ireland Attention: General Counsel With a copy (which shall not constitute notice) to: Avadel Pharmaceuticals plc 16640 Chesterfield Grove Road, Suite 200, Chesterfield, MO 63005 Attention: Chief Executive Officer |
Flamel Ireland Limited | Cerecor, Inc. |
BY: /s/ Phillandas T. Thompson NAME: Phillandas T. Thompson TITLE: Director | BY: /s/ Robert Moscato NAME: Robert Moscato TITLE: President and Director |