Commercial Wind-Down. AZ, its Affiliates and Sublicensees shall be entitled to continue to sell (but not to actively promote after the effective date of termination) any existing inventory of Licensed Products directed to a Selected Target in respect of which this Agreement has been terminated, and for which Regulatory Approval therefor has been obtained, in accordance with the terms and conditions of this Agreement, for a period of [***] months after the effective date of such termination.
Commercial Wind-Down. Licensee shall, as directed by Exelixis, (i) continue certain ongoing Commercial activities of Licensee and its Affiliates and Sublicensees with respect to any Product in the Licensee Territory for a period of up to [ * ] as determined by Exelixis, and (ii) handoff such Commercial activities to Exelixis or its designee, on a timetable to be set by Exelixis, not to exceed [ * ], and in compliance with all Applicable Laws. During such commercial wind-down period, the Licensee shall continue to book sales and pay royalties to Exelixis. Except as necessary to conduct the foregoing activities as directed by Exelixis, Licensee shall immediately discontinue its (and shall ensure that its Affiliates and Sublicensees immediately discontinue their) promotion, marketing, offering for sale, and servicing of the Product and its use of all Product Marks. In addition, Licensee shall immediately deliver to Exelixis (at Licensee’s expense) all samples, demonstration equipment, sales materials, catalogs, and literature of Exelixis in Licensee’s possession or control.
Commercial Wind-Down. Collaborator shall, as directed by Exelixis, (i) continue certain ongoing Commercial activities of Collaborator and its Affiliates and Sublicensees with respect to any Product in the Collaborator Territory for a period of up to [ * ] [ * ] = 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. as determined by Exelixis, and (ii) handoff such Commercial activities to Exelixis or its designee, on a timetable to be set by Exelixis, not to exceed [ * ], and in compliance with all Applicable Laws. During such commercial wind-down period, Collaborator shall continue to book sales and pay royalties to Exelixis in accordance with Section 8.5. Except as necessary to conduct the foregoing activities as directed by Exelixis, Collaborator shall immediately discontinue its (and shall ensure that its Affiliates and Sublicensees immediately discontinue their) promotion, marketing, offering for sale, and servicing of the Product and its use of all Product Marks. In addition, Collaborator shall immediately deliver to Exelixis (at Collaborator’s expense) all samples, demonstration equipment, sales materials, catalogs, and literature of Exelixis in Collaborator’s possession or control.
Commercial Wind-Down. Hansoh, its Affiliates and Sublicensees shall be entitled to continue to sell (but not to actively promote after the effective date of termination) any existing inventory of Licensed Products directed to a Licensed Target in respect of which this Agreement has been terminated, and for which Regulatory Approval therefor has been obtained, in accordance with the terms and conditions of this Agreement, for a period of [***] ([***]) months after the effective date of such termination. Silence shall have the right, at its discretion, to purchase from Hansoh any or all of the inventory of Licensed Products and Licensed Compounds held by or on behalf of Hansoh at the date of termination at a price equal to Hansoh’s Manufacturing cost with a reasonable, mutually agreed upon xxxx-up (not to exceed [***] ([***%])) to cover administrative, shipping and other costs; provided that Hansoh shall be able to retain a sufficient amount of inventory to complete the termination of its commercialisation activities. Silence shall notify Hansoh within [***] ([***]) days of the effective date of termination whether Silence elects to exercise such right.
Commercial Wind-Down. If at the time of termination the Licensed Product is being Commercialized in the Licensed Territory, then BeiGene shall, […***…], (i) continue certain ongoing Commercial activities with respect to any Licensed Products in the Licensed Territory for […***…], and/or (ii) hand off all, or specified, Commercial activities to 54 *** Confidential Treatment Requested Mirati or its designee, […***…], in each case in compliance with all Applicable Laws. […***…] […***…].
Commercial Wind-Down. Jazz, its Affiliates and Sublicensees shall be entitled to continue to sell (but not to actively promote after the effective date of termination) any existing inventory of Licensed Products in respect of which this Agreement has been terminated, in accordance with the terms and conditions of this Agreement, including all payment obligations, for a period of [**] after the effective date of such termination.
Commercial Wind-Down. Grifols shall, as directed by Rigel and except when this Agreement has been terminated under Sections 14.2(a), (b), (c) (material breach by Rigel), (d) (insolvency of Rigel), and/or (f) , (i) continue certain ongoing Commercial activities of Grifols and its Affiliates and Sublicensees with respect to the Product in the Grifols Territory for a period of up to [ * ] after the effective date of termination, as determined by Rigel, and (ii) handoff such Commercial activities to Rigel or its designee, on a timetable to be set by Rigel, not to exceed [ * ] after the effective date of termination, and in compliance with all Applicable Laws. Except as necessary to conduct the foregoing activities as directed by Rigel, Grifols shall immediately discontinue its (and shall ensure that its Affiliates and Sublicensees immediately discontinue their) promotion, marketing, offering for sale, and servicing of the Product and its use of all Product Marks. If Grifols books any sales during such transition period, Grifols shall continue to pay Rigel royalties on such sales on the same terms as if this Agreement has not been terminated.
Commercial Wind-Down. Salubris shall have the right, at its discretion, to continue Commercializing any or all of the inventory of the Product held by Salubris as of the date of termination, in compliance with all Applicable Laws for a period not to exceed [***] months. During such commercial wind-down period, Salubris shall continue to book sales and pay royalties to Viracta in accordance with Section 8.5. Except as necessary to conduct the foregoing activities, Salubris shall discontinue its (and shall ensure that its Affiliates and Sublicensees immediately discontinue their) promotion, marketing, offering for sale, and servicing of the Product. Notwithstanding the foregoing, in the event this Agreement is terminated by Viracta under Section 14.3(a) due to a failure by Salubris to make any payment due, or under Section 14.3(b), Viracta shall have the right to require Salubris to prepay any amounts reasonably expected to be due to Viracta resulting from the activities permitted by this Section 14.4(c), as a condition to Salubris’ right to exercise its rights under this Section 14.4(c).
Commercial Wind-Down. Collaborator shall, as directed by Exelixis, (i) continue certain ongoing Commercial activities of Collaborator and its Affiliates and Sublicensees with respect to any Product in the Collaborator Territory for a period of up to [ * ] as determined by Exelixis, and (ii) handoff such Commercial activities to Exelixis or its designee, on a timetable to be set by Exelixis, not to exceed [ * ], and in compliance with all Applicable Laws. During such commercial wind-down period, Collaborator shall continue to book sales and pay royalties to Exelixis in accordance with Section 8.5. Except as necessary to conduct the foregoing activities as directed by Exelixis, Collaborator shall immediately discontinue its (and shall ensure that its Affiliates and Sublicensees immediately discontinue their) promotion, marketing, offering for sale, and servicing of the Product and its use of all Product Marks. In addition, Collaborator shall immediately deliver to Exelixis (at Collaborator’s expense) all samples, demonstration equipment, sales materials, catalogs, and literature of Exelixis in Collaborator’s possession or control.
Commercial Wind-Down. The Parties agree that Kissei shall (i) continue certain ongoing Commercial activities of Kissei and its Affiliates and Sublicensees with respect to any Product in the Kissei Territory for a period of up to [*] after the effective date of termination and (ii) handoff such Commercial activities to Rigel or its designee, on a timetable to be set by the Parties, not to exceed [*] after the effective date of termination, and in compliance with all Applicable Laws. During such commercial wind-down period, Kissei shall continue to book sales and pay the Transfer Price to Rigel in accordance with Section 8.5. Except as necessary to conduct the foregoing activities as directed by Rigel, Kissei shall immediately discontinue its (and shall ensure that its Affiliates and Sublicensees immediately discontinue their) promotion, marketing, offering for sale, and servicing of the Product and its use of all Product Marks. In addition, Kissei shall immediately deliver to Rigel ([*]) all samples, demonstration equipment, sales materials, catalogs, and literature of Rigel in Kissei’s possession or control.
