Additional Effects of Certain Terminations. If (A) MacroGenics terminates this Agreement in its entirety or with respect to the CD123 Development Program pursuant to (1) Section 18.2 (Termination for Material Breach), (2) Section 18.5 (Termination for Bankruptcy) or (3) Section 18.6 ((Termination for Patent Challenge), solely to the extent the relevant Patent that is the subject of such Patent Challenge is the last MacroGenics Licensed Patent for which there exists a Valid Claim that Covers the composition of matter or method of use of a Licensed Product) or (B) if Gilead terminates this Agreement in its entirety or with respect to the CD123 Development Program pursuant to Section 18.3 (Termination for Convenience), then, in addition to those general effects set forth in Section 18.9(a) (In General), upon such termination the following terms of this Section 18.9(b) (Additional Effects of Certain Terminations) will apply solely with respect to any CD123 Products that are not Combination Products (“Reverted CD123 Products”): (i) Gilead shall [***] MacroGenics, at [***] MacroGenics, [***] and to (1) [***] for the Reverted CD123 Products, to the extent that MacroGenics [***] CD123 Development Program; and (2) [***] of the CD123 Molecules and Reverted CD123 Products), in [***] Related Parties or its or their respective agents solely related to such Reverted CD123 Products; and (ii) Upon written request from MacroGenics to Gilead provided within [***] following MacroGenics’ receipt or delivery, as applicable, of the notice of termination, the Parties [***] regarding the transition by Gilead to MacroGenics of assets and rights and the provision of assistance by each Party to the other Party as reasonably necessary, subject to agreement of the Parties, to enable the continued Development, Manufacture and Commercialization of the Reverted CD123 Products [***], among other things, the following matters: (i) [***] for the Reverted CD123 Products; (ii) [***] of the Reverted CD123 Products [***]; (iii) [***] applicable Reverted CD123 Products; (iv) [***] of CD123 Molecules and Reverted CD123 Products [***]; (v) [***] Gilead at the time of termination to [***] the Reverted CD123 Products; (vi) the [***] the Reverted CD123 Products; (vii) the [***] the Reverted CD123 Products; (viii) any [***] Reverted CD123 Products [***]; and (ix) [***] transition and assistance to MacroGenics; provided that [***] to MacroGenics under subsection [***] if such termination is [***] for a CD123 Product.

Additional Effects of Certain Terminations. If this Agreement is terminated pursuant to this Article 13:

Additional Effects of Certain Terminations. Upon termination of this Agreement in its entirety or with respect to one or more Terminated Products, Terminated Targets or Terminated Regions by Biogen pursuant to [*] or by Sangamo pursuant to [*]: (a) License to Sangamo under Biogen [*] Technology. (i) Upon Sangamo’s request, Biogen shall provide Sangamo with a reasonably detailed description of all Biogen [*] Technology related to each Terminated Product in the Field in the applicable Terminated Region and Biogen shall answer any reasonable questions by Sangamo related thereto. Upon Sangamo’s request, Biogen shall grant and hereby does grant to Sangamo an exclusive, worldwide, royalty-bearing license, with the right to grant sublicenses through multiple tiers, under the Biogen [*] Technology to Exploit the Terminated Products in the Field in the applicable Terminated Regions. (ii) On a Terminated Product-by-Terminated Product basis and Terminated Region-by-Terminated Region basis, Sangamo will pay to Biogen a royalty on Net Sales of such Terminated Product in such Terminated Regions by Sangamo and its Affiliates and Sublicensees at the applicable rate set forth below based on the stage of Development of such Terminated Product as of the effective date of termination; provided that, for any royalties payable on Net Sales of any [*], the royalties payable to Biogen shall be capped at [*] with respect to the applicable Terminated Target. 83 [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended.

Additional Effects of Certain Terminations due to cause by Durect. [* * *].

Additional Effects of Certain Terminations. If this Agreement is terminated, in its entirety or with respect to a country, pursuant to this Article 12 (other than a termination by Collaborator pursuant to Section 12.3 for the uncured, material breach of MSB), then:

Related to Additional Effects of Certain Terminations

Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.
Definitions of Certain Terms The terms "interested person" and "affiliated person," when used in this Agreement, shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.
Definition of Certain Terms For purposes of this Agreement, (a) “business day” means any day on which the New York Stock Exchange, Inc. is open for trading and (b) “subsidiary” has the meaning set forth in Rule 405 of the Rules and Regulations.
Survival of Certain Terms The provisions of Sections 4.1 (a), ------------------------- 4.2 (a) (i), 4.2(b)(i), 4.3, 5.4, 5.5, 6, 7.1, 7.2, 7.3, 8, 9, and 10 will survive the expiration or termination of this Agreement for any reason. All other rights and obligations of the parties will cease upon expiration or termination of this Agreement.
Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.
Allocation of Certain Taxes (a) The Equityholders and Buyer will, to the extent permitted by Applicable Law, elect with the appropriate Taxing Authorities to close the Taxable periods of the Company as of and including the Closing Date. In any case where Applicable Law does not require or permit such a Taxable period of the Company to be closed as of and including the Closing Date, any Tax described in Section 8.01(a) and pertaining to a period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.02(b) hereof. (b) In the case of any Tax described in Section 8.01(a) that is based on income, sales, revenue, production or similar items, or other Taxes not described in the next sentence, such Tax pertaining or attributable to the Company for the Pre-Closing Period shall be determined assuming that the Company uses the accrual method of Tax accounting and the portion of such Tax pertaining or attributable to the Pre-Closing Period of any Straddle Period shall be determined on the basis of an interim closing of the books as of and including the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the Pre-Closing Period and the period after the Closing Date in proportion to the number of days in each period. For purposes of this Section 8.02, the liability for any Taxes not described in the preceding sentences, including any real or personal property Taxes or a flat minimum dollar Tax, the total amount of such Taxes allocable to the Pre-Closing Period of a Straddle Period shall be the product of (i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Tax period included in the Pre-Closing Period and the denominator of which is the total number of days in such Tax period.
Termination of Certain Covenants The covenants set forth in Sections 2.5, 2.6, 2.7, 2.8, 2.9 and 2.10 shall terminate and be of no further force or effect upon the consummation of (i) a Qualified Public Offering or (ii) a Liquidation Event.
Construction of certain terms In this Agreement:
Meaning of Certain Terms Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan. The following terms have the following meanings:
Absence of Certain Changes, Events and Conditions Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice as contemplated herein, there has not been, with respect to the Companies, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect; (b) amendment of such entities’ chartering documents; (c) split, combination or reclassification of any shares of its limited liability company/membership interests, capital stock or other equity interests; (d) except any transaction that may occur pursuant to the WSDA Agreement, issuance, sale or other disposition of any of its limited liability company/membership interests, capital stock or other equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its limited liability company/membership interests, capital stock or other equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its limited liability company/membership interests, capital stock or other equity interests, or redemption, purchase or acquisition of its limited liability company/membership interests, capital stock or other equity interests; (f) material change in any method of accounting or accounting practice, except as required by GAAP or SAP or as disclosed in the notes to the Financial Statements; (g) material change in its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any material assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to an asset material to it; (m) capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which it is a party or by which it is bound; (o) material capital expenditures; (p) imposition of any Encumbrance upon its properties, capital stock or assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of the Companies current or former employees, directors, officers, managers, independent contractors or consultants, other than (A) in the ordinary course of business consistent with past practices, (B) as provided for in any written agreements or (C) as required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, independent contractor or consultant; (r) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, manager, independent contractor or consultant, (ii) Plan or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (t) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders or members, or current or former directors, managers, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000 individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or limited liability company/membership interests of, or by any other manner, any business or any Person or any division thereof; (y) action by it to make, change or revoke any material election in respect of Taxes (except as required by Law), change an annual accounting period, adopt or change any accounting method with respect to Taxes except as may be required as a result of a change in Law, make any material agreement or settlement with respect to Taxes, file any amended Tax return, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (z) entry, issuance, or filing, with or without the request or consent or over the objection of it, or any order, consent order, of directive relating to any Company of or by any Applicable Regulator, or undertaking or agreement by such Company to or with any Applicable Regulator; or (aa) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

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