Common use of Additional Effects of Termination Clause in Contracts

Additional Effects of Termination. Upon any termination of this Agreement (but not expiration under Section 9.1), except termination of this Agreement by Santen under Section 9.2(a), Section 9.2(b) or Section 9.2(c), the following provisions shall apply: (i) Effective as of such termination, Santen shall, and it hereby does, effective as of such termination, grant to Tracon an exclusive (except for Santen and its Affiliates), royalty-free, fully-paid, irrevocable and perpetual license, with the right to sublicense through multiple tiers of sublicense, under the Santen Technology, solely to develop, manufacture, have manufactured, use, promote, sell, offer to sell, import and export Compounds and Products in the Field in the Territory, or in the case of a partial termination under Section 9.2(d) only for the Terminated Countries, and the license granted under Section 2.5 outside the Field shall become exclusive (except for Santen and its Affiliates). (ii) Santen shall, and it hereby does, effective as of such termination, assign to Tracon all of Santen’s right, title and interest in and to any and all Product-specific trademarks used by Santen and its Affiliates in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), including all goodwill therein, and Santen shall promptly take such actions and execute such instruments, assignments and documents as may be necessary to effect, evidence, register and record such assignment, at Tracon’s cost. (iii) As promptly as practicable (and in any event within 90 days) after such termination, Santen shall: (A) to the extent not previously provided to Tracon, deliver to Tracon true, correct and complete copies of all regulatory filings and registrations (including Regulatory Approvals) for Products in the Field in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), and disclose to Tracon all Santen Know-How not previously disclosed to Tracon; (B) transfer or assign, or cause to be transferred or assigned, to Tracon or its designee (or to the extent not so assignable, take all reasonable actions to make available to Tracon or its designee the benefits of) all regulatory filings and registrations (including Regulatory Approvals) for Products in the Field in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), whether held in the name of Santen or its Affiliate; and (C) take such other actions and execute such other instruments, assignments and documents as may be necessary to effect, evidence, register and record the transfer, assignment or other conveyance of rights under this Section 9.3(c)(iii) to Tracon. Notwithstanding the foregoing, in case of partial termination hereof by Santen in Terminated Countries, pursuant to Section 9.2(d), Santen may refer to or use such regulatory filings and registrations for the development, manufacture or commercialization of the Products in the remaining Territory, and Tracon or its Affiliates or licensees may refer to or use such regulatory filings and registrations in the Territory other than the Terminated Countries for the development, manufacture or commercialization of the Compound and/or the Products in the Terminated Countries. (iv) Santen shall, as directed by Tracon, either wind-down any ongoing development activities of Santen and its Affiliates and Sublicensees with respect to any Products in the Field in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), in an orderly fashion or promptly transfer such development activities to Tracon or its designee, in compliance with all Applicable Laws.

Additional Effects of Termination. Upon any termination of this Agreement (but not expiration under Section 9.1)with respect to a Licensed Product Family or in its entirety, except termination of this Agreement by Santen Licensee under Section 9.2(a), Section 9.2(b) or Section 9.2(c), the following provisions shall apply: (i) Effective as of such termination, Santen Licensee shall, and it hereby does, effective as of such termination, grant to Tracon Licensor an exclusive (except for Santen and its Affiliates)exclusive, royalty-free, fully-paid, irrevocable and irrevocable, perpetual license, with the right to sublicense through multiple tiers of sublicense, under the Santen Licensee Technology, solely to research, develop, manufacture, have manufactured, use, market, distribute, import, export, offer for sale, promote, sell, offer to sell, import sell and export have sold the Terminated Products and the applicable Licensed Compounds and Products in the Field in the Territory, or in the case of a partial termination under Section 9.2(d) only for the Terminated Countries, and the license granted under Section 2.5 outside the Field shall become exclusive (except for Santen and its Affiliates)applicable Field. (ii) Santen Licensee shall, and it hereby does, effective as of such termination, assign to Tracon Licensor all of SantenLicensee’s right, title and interest in and to any and all Terminated Product-specific trademarks used by Santen Licensee and its Affiliates in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), including all goodwill therein, and Santen Licensee shall promptly take such actions and execute such instruments, assignments and documents as may be necessary to effect, evidence, register and record such assignment, at Tracon[***]’s cost. (iii) As promptly as practicable (and in any event within 90 [***] days) after such termination, Santen Licensee shall: (A) to the extent not previously provided to TraconLicensor, deliver to Tracon Licensor true, correct and complete copies of all regulatory filings and registrations (including Regulatory Approvals) for Terminated Products in the applicable Field in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), and disclose to Tracon Licensor all Santen Licensee Know-How (including all preclinical and clinical data) not previously disclosed to TraconLicensor; (B) transfer or assign, or cause to be transferred or assigned, to Tracon Licensor or its designee (or to the extent not so assignable, take all reasonable actions to make available to Tracon Licensor or its designee the benefits of) all regulatory filings and registrations (including Regulatory Approvals) for Terminated Products in the applicable Field in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), whether held in the name of Santen Licensee or its Affiliate; and (C) take such other actions and execute such other instruments, assignments and documents as may be necessary to effect, evidence, register and record the transfer, assignment or other conveyance of rights under this Section 9.3(c)(iii) to Tracon. Notwithstanding the foregoing, in case of partial termination hereof by Santen in Terminated Countries, pursuant to Section 9.2(d), Santen may refer to or use such regulatory filings and registrations for the development, manufacture or commercialization of the Products in the remaining Territory, and Tracon or its Affiliates or licensees may refer to or use such regulatory filings and registrations in the Territory other than the Terminated Countries for the development, manufacture or commercialization of the Compound and/or the Products in the Terminated CountriesLicensor. (iv) Santen After such termination, at Licensor’s request and expense, Licensee shall assign to Licensor any and all agreements to which Licensee, or its Affiliate, and a Third Party are parties, and are solely related to the development, commercialization and manufacturing activities conducted in connection with the Terminated Product prior to such termination, or if such assignment is not permitted under the relevant agreement, (A) grant to Licensor other rights to provide to Licensor the benefit of such non-assignable agreement, at [***]’s expense, to the extent permitted under the terms of such non-assignable agreement; or (B) to the extent not permitted under the terms of such non-assignable agreement, the Parties shall discuss in good faith an alternative solution to enable Licensor to receive, at [***]’s expense, the benefit of the terms of such non-assignable agreement. (v) Licensee shall, as directed by TraconLicensor, at [***]’s expense, use good faith efforts to either wind-down any ongoing development activities of Santen Licensee and its Affiliates and Sublicensees with respect to any Terminated Products in the applicable Field in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), Territory in an orderly fashion or promptly transfer such development activities to Tracon Licensor or its designee, in compliance with all Applicable Laws.

Additional Effects of Termination. (a) Upon any termination of this Agreement in part with respect to any Product in any country in the Territory pursuant to Section 10.5 or 10.6, Genentech shall promptly: (but i) transfer, at Genentech's expense, to Alteon or such other Person as Alteon shall designate, any and all rights that it may have under any government registrations or authorizations in such country with respect to such Licensed Product (and shall cancel any such registrations or authorizations with respect thereto as are not expiration transferable); (ii) provide Alteon, at Genentech's expense, with all Development Data in Genentech's possession or control relating to any such governmental registrations or authorizations in such country with respect to such Licensed Product; and (iii) discontinue all use, sale and distribution of such Licensed Product in such country (except as provided in Section 10.8) and the use of the Licensed Patents and Licensed Know-How in connection therewith. All rights of Genentech under Section 9.1)the licenses for such Licensed Product granted hereunder in such country shall revert to Alteon. Although this Agreement shall terminate with respect to such Licensed Product in such country, except it shall continue in effect for such Licensed Product in all other countries in the Territory, and for all other Licensed Products throughout the Territory. (b) Upon termination of this Agreement by Santen under in its entirety pursuant to Section 9.2(a)10.5, Section 9.2(b) or Section 9.2(c), the following provisions Genentech shall apply: promptly: (i) Effective transfer, at Genentech's expense, to Alteon or such other Person, as of such terminationAlteon shall designate, Santen shall, any and all rights that it hereby does, effective as of such termination, grant to Tracon an exclusive (except for Santen and its Affiliates), royalty-free, fully-paid, irrevocable and perpetual license, with the right to sublicense through multiple tiers of sublicense, may have under the Santen Technology, solely to develop, manufacture, have manufactured, use, promote, sell, offer to sell, import and export Compounds and Products any government registrations or authorizations in any country in the Field in Territory with respect to the Territory, Licensed Products (and shall cancel any such registrations or in the case of a partial termination under Section 9.2(d) only for the Terminated Countries, and the license granted under Section 2.5 outside the Field shall become exclusive (except for Santen and its Affiliatesauthorizations with respect thereto as are not transferable). ; (ii) Santen shallprovide Alteon, at Genentech's expense, with all Development Data and it hereby does, effective as of other information in Genentech's possession or control relating to such termination, assign to Tracon all of Santen’s right, title and interest governmental registrations or authorities in and to any and all Product-specific trademarks used by Santen and its Affiliates country in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), including Territory with respect to all goodwill therein, Licensed Products; and Santen shall promptly take such actions and execute such instruments, assignments and documents as may be necessary to effect, evidence, register and record such assignment, at Tracon’s cost. (iii) As promptly as practicable (discontinue all use, sale and in any event within 90 days) after such termination, Santen shall: (A) to the extent not previously provided to Tracon, deliver to Tracon true, correct and complete copies distribution of all regulatory filings Licensed Products (except as provided in Section 10.8) and registrations (including Regulatory Approvals) for Products in the Field in use of the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), Licensed Patents and disclose to Tracon all Santen Licensed Know-How not previously disclosed to Tracon; (B) transfer or assign, or cause to be transferred or assigned, to Tracon or its designee (or to in connection therewith. All rights of Genentech under the extent not so assignable, take all reasonable actions to make available to Tracon or its designee the benefits of) all regulatory filings and registrations (including Regulatory Approvals) licenses for such Products in the Field in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), whether held in the name of Santen or its Affiliate; and (C) take such other actions and execute such other instruments, assignments and documents as may be necessary to effect, evidence, register and record the transfer, assignment or other conveyance of rights granted under this Section 9.3(c)(iii) Agreement shall revert to Tracon. Notwithstanding the foregoing, in case of partial termination hereof by Santen in Terminated Countries, pursuant to Section 9.2(d), Santen may refer to or use such regulatory filings and registrations for the development, manufacture or commercialization of the Products in the remaining Territory, and Tracon or its Affiliates or licensees may refer to or use such regulatory filings and registrations in the Territory other than the Terminated Countries for the development, manufacture or commercialization of the Compound and/or the Products in the Terminated CountriesAlteon. (iv) Santen shall, as directed by Tracon, either wind-down any ongoing development activities of Santen and its Affiliates and Sublicensees with respect to any Products in the Field in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), in an orderly fashion or promptly transfer such development activities to Tracon or its designee, in compliance with all Applicable Laws.

Additional Effects of Termination. Upon any termination of this Agreement (but not expiration under Section 9.1)Agreement, except termination of this Agreement by Santen Licensee under Section 9.2(a13.2(b), Section 9.2(b13.2(c) or Section 9.2(c13.2(e), the following provisions shall apply: (i) Effective as of such termination, Santen shall, and it hereby does, effective as of such termination, grant to Tracon an exclusive (except for Santen and its Affiliates), royalty-free, fully-paid, irrevocable and perpetual license, with the right to sublicense through multiple tiers of sublicense, under the Santen Technology, solely to develop, manufacture, have manufactured, use, promote, sell, offer to sell, import and export Compounds and Products in the Field in the Territory, or in the case of a partial termination under Section 9.2(d) only for the Terminated Countries, and the license granted under Section 2.5 outside the Field shall become exclusive (except for Santen and its Affiliates). (ii) Santen shall, and it hereby does, effective as of such termination, assign to Tracon all of Santen’s right, title and interest in and to any and all Product-specific trademarks used by Santen and its Affiliates in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), including all goodwill therein, and Santen shall promptly take such actions and execute such instruments, assignments and documents as may be necessary to effect, evidence, register and record such assignment, at Tracon’s cost. (iii) [*]As promptly soon as practicable (and in any event within 90 days[*]) after such termination, Santen Licensee shall: (A) to the extent not previously provided to TraconC4T, deliver to Tracon C4T true, correct and complete copies of all regulatory filings and registrations Regulatory Filings (including Regulatory Approvals) for the Products in the Field in the Licensee Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), and disclose to Tracon C4T all Santen Licensee Know-How (including all preclinical and clinical data) not previously disclosed to TraconC4T; (B) transfer or assign, or cause to be transferred or assigned, to Tracon C4T or its designee (or to the extent not so assignable, take all reasonable actions to make available to Tracon C4T or its designee the benefits of) all regulatory filings and registrations Regulatory Filings (including Regulatory Approvals) for the Products in the Field in the Licensee Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), whether held in the name of Santen Licensee or its Affiliate, provided that, subject to continuing confidentiality obligations under Article 10, Licensee shall have the right to keep one copy of such documents and materials for archival purposes to meet its audit requirements and internal compliance needs, and Licensee shall not be obligated to return or destroy the automatically created electronic copies stored on system back-up tapes; and (C) take such other actions and execute such other instruments, assignments and documents as may be necessary to effect, evidence, register and record the transfer, assignment or other conveyance of rights under this Section 9.3(c)(iii13.3(d)(i) to Tracon. Notwithstanding the foregoing, in case of partial termination hereof by Santen in Terminated Countries, pursuant to Section 9.2(d), Santen may refer to or use such regulatory filings and registrations for the development, manufacture or commercialization of the Products in the remaining Territory, and Tracon or its Affiliates or licensees may refer to or use such regulatory filings and registrations in the Territory other than the Terminated Countries for the development, manufacture or commercialization of the Compound and/or the Products in the Terminated Countries.C4T. (ivii) Santen shallLicensee shall have the right to elect in its sole discretion to, as directed by Tracon, either (A) wind-down any ongoing development Development activities of Santen Licensee and its Affiliates and Sublicensees with respect to any the Products in the Field in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), Licensee Territory in an orderly fashion manner, or promptly (B) [*] transfer the responsibility and control of such development Development activities to Tracon C4T or its designee, in either case in compliance with all Applicable Laws. If such Development activities are to be transferred to C4T or its designee, Licensee shall [*], transfer and to assist C4T to assume responsibility for and control of such Development activities. (iii) [*] (iv) [*] ACTIVE/119414966.70

Additional Effects of Termination. Upon any termination of this Agreement (but not expiration under Section 9.1)Agreement, except termination of this Agreement by Santen Licensee under Section 9.2(a), Section 9.2(b) or Section 9.2(c12.2(a), the following provisions shall apply: (i) Effective as of such termination, Santen Licensee shall, and it hereby does, effective as of such termination, grant to Tracon Allogene an exclusive (except for Santen and its Affiliates)exclusive, royalty-free, fully-paid, irrevocable and irrevocable, perpetual license, with the right to sublicense through multiple tiers of sublicense, under the Santen Licensee Technology, solely to research, develop, have developed, use, have used, make, have made, manufacture, have manufactured, useimport, have imported, export, have exported, sell, have sold, offer for sale, promote, sell, offer to sell, import market and export Compounds and Products in distribute the Field in the Territory, or in the case of a partial termination under Section 9.2(d) only for the Terminated Countries, and the license granted under Section 2.5 outside the Field shall become exclusive (except for Santen and its Affiliates)Products. (ii) Santen Licensee shall, and it hereby does, effective as of such termination, assign to Tracon Allogene all of SantenLicensee’s right, title and interest in and to any and all Product-specific trademarks used by Santen Licensee and its Affiliates in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(dLicensee Territory (if any), including all goodwill therein, and Santen Licensee shall promptly take such actions and execute such instruments, assignments and documents as may be necessary to effect, evidence, register and record such assignment, at TraconAllogene’s cost. (iii) As promptly as practicable (and in any event within 90 [***] days) after such termination, Santen Licensee shall: (A) to the extent not previously provided to TraconAllogene, deliver to Tracon Allogene true, correct and complete copies of all regulatory filings and registrations (including Regulatory Approvals) for the Products in the Field in the Licensee Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), and disclose to Tracon Allogene all Santen Licensee Know-How (including all preclinical and clinical data) not previously disclosed to TraconAllogene; (B) transfer or assign, or cause to be transferred or assigned, to Tracon Allogene or its designee (or to the extent not so assignable, take all reasonable actions to make available to Tracon Allogene or its designee the benefits of) (1) all regulatory filings and registrations (including Regulatory Approvals) for the Products in the Field in the Licensee Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), whether held in the name of Santen Licensee or its Affiliate, and (2) all data generated by or on behalf of Licensee or its designee while conducting Development or Commercialization activities under the Agreement to Allogene or its designee, including non-clinical and clinical studies conducted by or on behalf of Licensee on Products and all pharmacovigilance data (including all adverse event database information) on Products; and (C) take such other actions and execute such other instruments, assignments and documents as may be necessary to effect, evidence, register and record the transfer, assignment or other conveyance of rights under this Section 9.3(c)(iii12.3(c)(iii) to Tracon. Notwithstanding the foregoing, in case of partial termination hereof by Santen in Terminated Countries, pursuant to Section 9.2(d), Santen may refer to or use such regulatory filings and registrations for the development, manufacture or commercialization of the Products in the remaining Territory, and Tracon or its Affiliates or licensees may refer to or use such regulatory filings and registrations in the Territory other than the Terminated Countries for the development, manufacture or commercialization of the Compound and/or the Products in the Terminated CountriesAllogene. (iv) Santen shall, as directed by Tracon, either wind-down any ongoing development activities of Santen and its Affiliates and Sublicensees with respect to any Products in the Field in the Territory, or the Terminated Countries in the case of a partial termination under Section 9.2(d), in an orderly fashion or promptly transfer such development activities to Tracon or its designee, in compliance with all Applicable Laws.