Common use of Alternative Remedy in Lieu of Termination Clause in Contracts

Alternative Remedy in Lieu of Termination. ARScience Bio stipulates and agrees that Cxxx’x decision to enter into this Agreement and invest in the Development of the Licensed Compounds and Products is premised upon the assumption that ARScience Bio will perform its obligations under this Agreement, and that a material breach of the Agreement by ARScience Bio will undermine the economic fundamentals of the transaction for Coya, and that in such event Cxxx’x damages arising from ARScience Bio’s breach would be of uncertain amount and difficult to prove. Accordingly, if Coya has the right to terminate this Agreement pursuant to Section 10.2.1 (Termination for Cause) or Section 10.2.2 (Termination for Insolvency), then as the sole monetary remedy available to Coya (other than any equitable remedies), in lieu of terminating this Agreement, Coya may, in its sole discretion, exercise an alternative remedy as follows, which ARScience Bio stipulates and agrees would be a reasonable remedy in such circumstance and not a penalty: 10.4.1. Coya may retain all of its licenses and other rights granted under this Agreement, subject to all of its payment and other obligations; except that (a) the then-unearned Development Milestone Payments, Royalties and percentage of Sublicensing Income payable thereafter under this Agreement, in each case, will be reduced by [***] and (b) Coya’s diligence obligations under Section 3.1.1 (Development Responsibility) and Section 3.2.1 (Commercialization Responsibility) will terminate; and 10.4.2. any Confidential Information of Coya provided to ARScience Bio pursuant to this Agreement will be promptly returned to Coya or destroyed, and Coya will be released from its ongoing disclosure and information exchange obligations with respect to activities after the date of such election. For the avoidance of doubt, except as set forth in this Section 10.4 (Alternative Remedy in Lieu of Termination), if Coya exercises the alternative remedy set forth above in this Section 10.4 (Alternative Remedy in Lieu of Termination), then all rights and obligations of both Parties under this Agreement will continue unaffected, unless and until this Agreement is subsequently terminated by either Party pursuant to this Article 10 (Term and Termination).

Alternative Remedy in Lieu of Termination. ARScience Bio stipulates and agrees that Cxxx’x Xxxx’x decision to enter into this Agreement and invest in the Development of the Licensed Compounds and Products is premised upon the assumption that ARScience Bio will perform its obligations under this Agreement, and that a material breach of the Agreement by ARScience Bio will undermine the economic fundamentals of the transaction for Coya, and that in such event Cxxx’x Xxxx’x damages arising from ARScience Bio’s breach would be of uncertain amount and difficult to prove. Accordingly, if Coya has the right to terminate this Agreement pursuant to Section 10.2.1 (Termination for Cause) or Section 10.2.2 (Termination for Insolvency), then as the sole monetary remedy available to Coya (other than any equitable remedies), in lieu of terminating this Agreement, Coya may, in its sole discretion, exercise an alternative remedy as follows, which ARScience Bio stipulates and agrees would be a reasonable remedy in such circumstance and not a penalty: 10.4.1. Coya may retain all of its licenses and other rights granted under this Agreement, subject to all of its payment and other obligations; except that (a) the then-unearned Development Milestone Payments, Royalties and percentage of Sublicensing Income payable thereafter under this Agreement, in each case, will be reduced by [***] and (b) Coya’s diligence obligations under Section 3.1.1 (Development Responsibility) and Section 3.2.1 (Commercialization Responsibility) will terminate; and 10.4.2. any Confidential Information of Coya provided to ARScience Bio pursuant to this Agreement will be promptly returned to Coya or destroyed, and Coya will be released from its ongoing disclosure and information exchange obligations with respect to activities after the date of such election. For the avoidance of doubt, except as set forth in this Section 10.4 (Alternative Remedy in Lieu of Termination), if Coya exercises the alternative remedy set forth above in this Section 10.4 (Alternative Remedy in Lieu of Termination), then all rights and obligations of both Parties under this Agreement will continue unaffected, unless and until this Agreement is subsequently terminated by either Party pursuant to this Article 10 (Term and Termination).

Alternative Remedy in Lieu of Termination. ARScience Bio stipulates and MacroGenics agrees that Cxxx’x Gilead’s decision to enter into this Agreement and invest in the Development of the Licensed Compounds and Products Programs is premised upon the assumption that ARScience Bio MacroGenics will perform its obligations under this Agreement, and that a material breach of the Agreement by ARScience Bio will MacroGenics could undermine the economic fundamentals of the transaction for CoyaGilead, and that in such event Cxxx’x Gilead’s damages arising from ARScience Bio’s MacroGenics’ breach would be of an uncertain amount and difficult to prove. Accordingly, if Coya it has been conclusively determined that Gilead has the right to terminate this Agreement pursuant to Section 10.2.1 18.2 (Termination for CauseMaterial Breach) or Section 10.2.2 18.5 (Termination for InsolvencyBankruptcy) (for clarity, (i) based upon MacroGenics’s acknowledgment of or failure to dispute, as applicable, under Section 18.2(b) (Disagreement as to Material Breach) such material breach or bankruptcy or (ii) pursuant to the procedures set forth in Section 18.2(b) (Disagreement as to Material Breach)), then as the sole monetary remedy available to Coya (other than any equitable remedies), in lieu of terminating this AgreementAgreement due to such material breach or suing MacroGenics for damages arising from such material breach, Coya Gilead may, in its sole discretion, exercise an alternative the following remedy as follows, (which ARScience Bio MacroGenics stipulates and agrees would be a reasonable remedy in such circumstance and not a penalty:): 10.4.1. Coya (a) Gilead may retain all of its licenses and other rights granted under this Agreement, subject to all of its payment and other obligations; except that (a) the then-unearned Development Milestone Paymentsthat, Royalties and percentage of Sublicensing Income payable thereafter under this Agreement, in each case, will be reduced by [***] and (which for clarity, shall remain payable in its full amount in accordance with the terms of [***]; and (b) Coya’s diligence obligations under Section 3.1.1 (Development Responsibility) and Section 3.2.1 (Commercialization Responsibility) will terminate; and 10.4.2. any Gilead Confidential Information of Coya provided to ARScience Bio MacroGenics pursuant to this Agreement will be promptly returned to Coya Gilead or destroyeddestroyed (at MacroGenics’ election), and Coya Gilead will be released from its ongoing disclosure and information exchange obligations with respect to activities after the date of such election. For the avoidance of doubt, except as set forth in this Section 10.4 18.8 (Alternative Remedy in Lieu of Termination), if Coya Gilead exercises the alternative remedy set forth above in this Section 10.4 18.8 (Alternative Remedy in Lieu of Termination), then all rights and obligations of both Parties under this Agreement will continue unaffected, unless and until this Agreement is subsequently terminated by either Party pursuant to this Article 10 18 (Term and Termination); provided that in the event that Gilead exercises the alternative remedy set forth in this Section 18.8 (Alternative Remedy in Lieu of Termination) in the event of a material breach by MacroGenics (as described in Section 18.2 (Termination for Material Breach)) or upon the occurrence of a bankruptcy event of MacroGenics (as described in Section 18.4 (Termination for Bankruptcy)), Gilead will not have the right to terminate this Agreement or to seek monetary damages from MacroGenics for such material breach or, as it relates to this Agreement, bankruptcy, in each case for which the alternative remedy was exercised.

Alternative Remedy in Lieu of Termination. ARScience Bio Licensor stipulates and agrees that Cxxx’x Licensee’s decision to enter into this Agreement and invest in the Development of the Licensed Compounds and Products is premised upon the assumption that ARScience Bio Licensor will perform its obligations under this Agreement, and that a material breach of the Agreement by ARScience Bio Licensor will undermine the economic fundamentals of the transaction for CoyaLicensee, and that in such event Cxxx’x Licensee’s damages arising from ARScience BioLicensor’s breach would be of uncertain amount and difficult to prove. Accordingly, if Coya Licensee has the right to terminate this Agreement pursuant to Section 10.2.1 11.2.1 (Termination Material Breach) for CauseLicensor’s breach of Section 2.1 (Grants to Licensee), Section 2.10 (Non-Compete), ARTICLE 8 (Confidentiality; Press Release), Section 9.3.1 (Covenants of Licensor) or Section 10.2.2 9.3.2 (Termination for InsolvencyCovenants of Licensor), following the resolution of any dispute resolution proceeding that may be brought by Licensor regarding the occurrence of the applicable material breach under Section 11.2.2 (Disputes Regarding Material Breach) and Section 12.7 (Dispute Resolution), then as the sole monetary remedy available to Coya Licensee (other than any equitable remedies), in lieu of terminating this Agreement, Coya Licensee may, in its sole discretion, exercise an alternative remedy as follows, which ARScience Bio Licensor stipulates and agrees would be a reasonable remedy in such circumstance and not a penalty: 10.4.1. Coya may retain all of its : this Agreement will continue to be in effect, including Licensee’s licenses and other rights granted under this Agreement, subject to all of its payment and other obligations; except that (a) the then-unearned Development Milestone Payments, Royalties milestone payments and percentage of Sublicensing Income the royalty rates payable thereafter under this Agreement, in each case, will be reduced by [***] and (b) Coya’s diligence obligations under Section 3.1.1 (Development Responsibility) and Section 3.2.1 (Commercialization Responsibility) will terminate; and 10.4.2. any Confidential Information of Coya provided to ARScience Bio pursuant to this Agreement will be promptly returned to Coya or destroyed, and Coya will be released from its ongoing disclosure and information exchange obligations with respect to activities after the date of such election]. For the avoidance of doubt, except as set forth in this Section 10.4 11.5 (Alternative Remedy in Lieu of Termination), if Coya Licensee exercises the alternative remedy set forth above in this Section 10.4 11.5 (Alternative Remedy in Lieu of Termination), then all rights and obligations of both Parties under this Agreement will continue unaffected, unless and until this Agreement is subsequently terminated by either Party pursuant to this Article 10 ARTICLE 11 (Term and Termination).

Alternative Remedy in Lieu of Termination. ARScience Bio stipulates and agrees that Cxxx’x decision to enter into this Agreement and invest in the Development of the Licensed Compounds and Products is premised upon the assumption that ARScience Bio will perform its obligations under this Agreement, and that a material breach of the Agreement by ARScience Bio will undermine the economic fundamentals of the transaction for Coya, and that in such event Cxxx’x damages arising from ARScience Bio’s breach would be of uncertain amount and difficult to prove. Accordingly, if Coya If Takeda has the right to terminate this Agreement pursuant to (a) Section 10.2.1 15.3 (Termination for CauseBankruptcy) or (b) Section 10.2.2 15.4 (Termination for InsolvencyMaterial Breach), subject to Section 15.4.3 (Disputes Regarding Material Breach), then as the sole monetary remedy available to Coya (other than any equitable remedies), in lieu of terminating this Agreement, Coya Agreement Takeda may, in its sole discretion, exercise an alternative remedy as follows, which ARScience Bio stipulates will constitute its sole and agrees would be a reasonable exclusive remedy in such circumstance and not a penaltyif so exercised: 10.4.115.7.1. Coya Takeda may retain all of its licenses and other rights granted under this Agreement, subject to all of its payment and other obligations; , except that (a) the then-unearned Development Milestone Payments, Payments and the Royalties and percentage of Sublicensing Income payable thereafter under this Agreement, in each case, case will be reduced by [***] effective from and after the delivery of the applicable notice of breach and (b) CoyaTakeda’s diligence obligations under Section 3.1.1 3.2.2 (Takeda Development ResponsibilityDiligence Obligations) and Section 3.2.1 7.1.2 (Commercialization ResponsibilityDiligence Obligations) will terminate; and 10.4.215.7.2. any Confidential Information of Coya Takeda provided to ARScience Bio Arrowhead pursuant to this Agreement will be promptly returned to Coya Takeda or destroyed, and Coya Takeda will be released from its ongoing disclosure and information exchange obligations with respect to Development activities after following the date of such election. 15.7.3. For the avoidance of doubt, except as set forth in this Section 10.4 15.7 (Alternative Remedy in Lieu of Termination), if Coya Takeda exercises the alternative remedy set forth above in this Section 10.4 15.7 (Alternative Alternate Remedy in Lieu of Termination), then all rights and obligations of both Parties under this Agreement will continue unaffected, unless and until this Agreement is subsequently terminated by either Party pursuant to this Article 10 15 (Term and Termination). In addition, and notwithstanding anything to the contrary set forth in this Agreement, if Arrowhead disputes the allegation of a material breach pursuant to Section 15.4.3 (Disputes Regarding Material Breach), and it is determined, as a result of the dispute resolution process set forth in Section 17.3 (Dispute Resolution), that Takeda has the right to terminate this Agreement pursuant to Section 15.4 (Termination for Material Breach) based on the uncured material breach by Arrowhead or pursuant to S Section 15.3 (Termination for Bankruptcy), then the adjustments of royalty rates contemplated by this Section 15.7 (Alternative Remedy in Lieu of Termination) will be deemed effective since the date of notice of the applicable material breach, and Takeda will have the right to credit any overpayment that has been made during the dispute resolution process against future payments payable to Arrowhead.