Common use of Certain Rights Upon Termination Clause in Contracts

Certain Rights Upon Termination. Upon termination of this Agreement for any reason whatsoever, Genzyme shall have the following rights: (a) Genzyme shall have the unrestricted right to review, access, use and permit others to review, access and use, either directly or by cross-reference or incorporation or otherwise, all information, data, investigations, preclinical and clinical protocols, marketing information disseminated by Distributor publicly to customers and patients and all information required to be provided to Genzyme by law, information relating to laboratory, animal and human studies, and related regulatory approvals pertaining to the Agreement Products or any Improved Agreement Product(s) (the “Information”) which are possessed or controlled by the Distributor or any of its Affiliates, or to which the Distributor or any of its Affiliates has a right to review, access or use. The Distributor unconditionally agrees promptly to take any action and to execute and deliver to Genzyme any documents or instruments reasonably requested by Genzyme to permit Genzyme to make full use of such unrestricted right. (b) Further, Genzyme shall have exclusive ownership rights to the Trademarks and to all other product specific logos, slogans and other intangibles used by the Distributor solely in association with the independent sale of the Agreement Products and any Improved Agreement Product(s) (including any and all good will associated with the Agreement Products and any Improved Agreement Product(s) and all registrations relating thereto) possessed or controlled by the Distributor or any of its Affiliates, and the Distributor unconditionally agrees, subject to the provisions of Section 3.3(b), (i) immediately upon termination to cease using the Trademarks and any such logos, slogans, and marketing rights of Genzyme or any imitations thereof and (ii) immediately to execute and deliver to Genzyme any documents or instruments reasonably requested by Genzyme to give full effect to the provisions of this Section 3.6. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the commission. (c) In addition, the Distributor unconditionally agrees, subject to the provisions of Section 3.3(b), that it shall, upon the request of Genzyme, immediately inform all relevant regulatory authorities that the Distributor is no longer a distributor of the Agreement Products or the Improved Agreement Product(s) and shall take all action and execute and deliver all documents and instruments necessary in order to transfer to the fullest extent permitted under applicable law all registrations and Product License Approvals, or applications therefor, for the Agreement Products or any Improved Agreement Product(s) to Genzyme or any Person nominated by Genzyme.

Certain Rights Upon Termination. Upon termination of this Agreement for any reason whatsoever, Genzyme Biomatrix shall have the following rights: (a) Genzyme Biomatrix shall have the unrestricted right to review, access, use and permit others to review, access and use, either directly or by cross-reference or incorporation or otherwise, all information, data, investigations, preclinical and clinical protocols, marketing information disseminated by Distributor publicly to customers and patients and all information required to be provided to Genzyme Biomatrix by law, information relating to laboratory, animal and human studies, and related regulatory approvals pertaining to the Agreement Products Product or any Improved Agreement Product(s) (the “"Information”") which are possessed or controlled by the Distributor or any of its Affiliates, or to which the Distributor or any of its Affiliates has a right to review, access or use. The Distributor unconditionally agrees promptly to take any action and to execute and deliver to Genzyme Biomatrix any documents or instruments reasonably requested by Genzyme Biomatrix to permit Genzyme Biomatrix to make full use of such unrestricted right. (b) Further, Genzyme Biomatrix shall have exclusive ownership rights to the Trademarks and to all other product specific logos, slogans and other intangibles used by the Distributor distributor solely in association with the independent sale of the Agreement Products Product and any Improved Agreement Product(s) (including any and all good will associated with the Agreement Products and any Improved Agreement Product(s) and all registrations relating thereto) possessed or controlled by the Distributor or any of its Affiliates, and the Distributor unconditionally agrees, subject to the provisions of Section 3.3(b), (i) immediately upon termination to cease using the Trademarks and any such logos, slogans, and marketing rights of Genzyme Biomatrix or any imitations thereof and (ii) immediately to execute and deliver to Genzyme Biometrics any documents or instruments reasonably requested by Genzyme Biomatrix to give full effect to the provisions of this Section 3.6. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the commission. (c) In addition, the Distributor unconditionally agrees, subject to the provisions of Section 3.3(b), that it shall, upon the request of GenzymeBiomatrix, immediately inform all relevant regulatory authorities that the Distributor is no longer a distributor of the Agreement Products Product or the Improved Agreement Product(s) and shall take all action and execute and deliver all documents and instruments necessary in order to transfer to the fullest extent permitted under applicable law all registrations and Product License Approvals, or applications therefortherefore, for the Agreement Products Product or any Improved Agreement Product(s) to Genzyme Biomatrix or any Person nominated by GenzymeBiomatrix.

Certain Rights Upon Termination. Upon termination of this Agreement for any reason whatsoever, Genzyme Biomatrix shall have the following rights, or if such termination is as to a country in the Territory in accordance with the provisions of this Agreement, Biomatrix shall have the following rights in such country: (a) Genzyme Biomatrix shall have the unrestricted right to review, access, use and permit others to review, access and use, either directly or by cross-reference or incorporation or otherwise, all information, data, investigations, preclinical and clinical protocols, marketing information disseminated by Distributor publicly to customers and patients and all information required to be provided to Genzyme Biomatrix by law, information relating to laboratory, animal and human studies, and related regulatory approvals pertaining to the Agreement Products Product or any Improved Agreement Product(s) (the “"Information”") which are possessed or controlled by the Distributor or any of its AffiliatesAffiliates or Subdistributors, or to which the Distributor or any of its Affiliates or Subdistributors has a right to review, access or use. The Distributor unconditionally agrees promptly to take any action and to execute and deliver to Genzyme Biomatrix any documents or instruments reasonably requested by Genzyme Biomatrix to permit Genzyme Biomatrix to make full use of such unrestricted right. (b) Further, Genzyme Biomatrix shall have exclusive ownership rights to the Trademarks and to all other product specific logos, slogans and other intangibles used by the Distributor solely in association with the independent sale of the Agreement Products Product and any Improved Agreement Product(s) (including any and all good will associated with the Agreement Products and any Improved Agreement Product(s) and all registrations relating thereto) possessed or controlled by the Distributor or any of its AffiliatesAffiliates or Subdistributors, and the Distributor unconditionally agrees, subject to the provisions of Section 3.3(b), (i) immediately upon termination to cease using the Trademarks and any such logos, slogans, and marketing rights of Genzyme Biomatrix or any imitations thereof and (ii) immediately to execute and deliver to Genzyme Biomatrix any documents or instruments reasonably requested by Genzyme Biomatrix to give full effect to the provisions of this Section 3.6. *** Portions of this page have been omitted pursuant ; provided, however, if the Distributor maintains a license to a request for Confidential Treatment and filed separately with distribute the commissionAgreement Product(s) in (a) two Regions, (b) one Region in the European Territory or (c) in the United States, then Distributor shall retain the exclusive rights in the Trademarks in the entire Territory. (c) In addition, the Distributor unconditionally agrees, subject to the provisions of Section 3.3(b), that it shall, upon the request of GenzymeBiomatrix, immediately inform all relevant regulatory authorities that the Distributor (or its Affiliate or Subdistributor) is no longer a distributor of the Agreement Products Product or the Improved Agreement Product(s) and shall take all action and execute and deliver all documents and instruments necessary in order to transfer to the fullest extent permitted under applicable law all registrations and Product License Approvals, or applications therefor, for the Agreement Products Product or any Improved Agreement Product(s) to Genzyme Biomatrix or any Person nominated by GenzymeBiomatrix.

Certain Rights Upon Termination. Upon termination of this Agreement for any reason whatsoever, Genzyme CALYPSO shall have the following rights: (a) Genzyme CALYPSO shall have the unrestricted right to review, access, use and permit others to review, access and use, either directly or by cross-reference or incorporation or otherwise, all information, data, investigations, preclinical and clinical protocols, marketing information disseminated by Distributor publicly to customers and patients and all information required to be provided to Genzyme CALYPSO by law, information relating to laboratory, animal and human studies, and related regulatory approvals pertaining to the Agreement Products or any Improved Agreement Product(s) (the “Information”) which are possessed or controlled by the Distributor or any of its Affiliates, or to which the Distributor or any of its Affiliates has a right to review, access or use. The Distributor unconditionally agrees promptly to take any action and to execute and deliver to Genzyme CALYPSO any documents or instruments reasonably requested by Genzyme CALYPSO to permit Genzyme CALYPSO to make full use of such unrestricted right. (b) Further, Genzyme CALYPSO shall have exclusive ownership rights to the Trademarks and to all other product specific logos, slogans and other intangibles used by the Distributor solely in association with the independent sale of the Agreement Products and any Improved Agreement Product(s) (including any and all good will associated with the Agreement Products and any Improved Agreement Product(s) and all registrations relating thereto) possessed or controlled by the Distributor or any of its Affiliates, and the Distributor unconditionally agrees, subject to the provisions of Section 3.3(b), (i) immediately upon termination to cease using the Trademarks and any such logos, slogans, and marketing rights of Genzyme CALYPSO or any imitations thereof and (ii) immediately to execute and deliver to Genzyme CALYPSO any documents or instruments reasonably requested by Genzyme CALYPSO to give full effect to the provisions of this Section 3.6. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the commission. (c) In addition, the Distributor unconditionally agrees, subject to the provisions of Section 3.3(b), that it shall, upon the request of GenzymeCALYPSO, immediately inform all relevant regulatory authorities that the Distributor is no longer a distributor of the Agreement Products or the Improved Agreement Product(s) and shall take all action and execute and deliver all documents and instruments necessary in order to transfer to the fullest extent permitted under applicable law all registrations and Product License Approvals, or applications therefor, for the Agreement Products or any Improved Agreement Product(s) to Genzyme CALYPSO or any Person nominated by GenzymeCALYPSO.