Common use of Commercialization Wind-Down Clause in Contracts

Commercialization Wind-Down. To avoid disruption of supply of any Reverted FDC Product(s) to patients if this Agreement is terminated after the launch of such Reverted FDC Product(s) in the Territory, subject to the last sentence of this Paragraph (g), Forest and its Affiliates and Sublicensees shall continue to use Commercially Reasonable Efforts to distribute and sell such Reverted FDC Product(s) in the Territory, in accordance with the terms and conditions of this Agreement, until the date on which Adamas notifies Forest that Adamas has arranged for an alternate method for distributing the Reverted FDC Product(s) in the Territory, but [*] from the Termination Effective Date (the “Wind-Down Period”), provided that Adamas may terminate such activities upon [*] notice to Forest; provided further that Adamas shall use Commercially Reasonable Efforts to secure such alternate arrangements as promptly as practicable. If Adamas requests that Forest and its Affiliates and Sublicensees distribute and sell such Reverted FDC Product(s) during the Wind-Down Period, Adamas shall grant, and hereby grants, to Forest for the duration of the Wind-Down Period, a non-exclusive license under any and all applicable Patent Rights and Trademark Rights Controlled by Adamas or its Affiliates to use, sell, offer to sell, have sold, import and otherwise Commercialize such Reverted FDC Product(s) in the Field in the Territory, solely to perform such distribution and sale with respect to such Reverted FDC Product(s) as requested by Adamas during the Wind-Down Period. For the avoidance of doubt, during the Wind-Down Period, Adamas shall have the right to engage one or more other partner(s) or distributor(s) for Reverted FDC Products in the Territory during the Wind-Down Period. Any Reverted FDC Products sold or disposed by Forest or its Affiliates or Sublicensees during the Wind-Down Period shall constitute Net Sales of FDC Products and shall be subject to any applicable payment obligations under Article VI. Within [*] following the expiration of the Wind-Down Period, Forest shall notify Adamas of any quantities of such Reverted FDC Product(s) (including any active pharmaceutical ingredients or other raw materials or work-in-process inventory specifically allocated by Forest or its Affiliates or Sublicensees to the Manufacture of such Reverted FDC Product(s)) remaining in Forest’s or its Affiliate’s or Sublicensee’s inventory for the Territory, and Adamas shall purchase such quantities of such Reverted FDC Product(s) and such raw materials or work-in—process inventory from Forest at a price equal to [*]. Upon receipt of payment therefor, Forest shall promptly transfer to Adamas such quantities of inventory. Notwithstanding anything in this Paragraph (g), Forest may immediately cease Commercialization of any Reverted FDC Product in the Territory for a safety reason at any time.

Commercialization Wind-Down. To avoid disruption of supply of any Reverted FDC Product(s) to patients if this Agreement is terminated after the launch of such Reverted FDC Product(s) in the TerritoryIf requested by Arcellx, subject to the last sentence of this Paragraph (g), Forest Kite and its Affiliates and Sublicensees shall continue to use Commercially Reasonable Efforts to distribute and sell such Reverted FDC Product(sProducts already commercially launched as of the effective date of termination (the “Launched Products”) in each country for which Regulatory Approval has been obtained (and continue to conduct any Commercialization activities allocated to it United States under the Territoryapplicable Core Commercialization Plan), in accordance with the terms and conditions of this Agreement, until for a period requested by Arcellx not to exceed one year after the effective date on which Adamas notifies Forest that Adamas has arranged for an alternate method for distributing of the Reverted FDC Product(s) in the Territory, but [*] from the Termination Effective Date termination of this Agreement (the “Commercialization Wind-Down Period”), provided that Adamas Arcellx may terminate such activities during the Commercialization Wind-Down Period upon [***] calendar days’ notice to Forest; provided further that Adamas shall use Commercially Reasonable Efforts to secure such alternate arrangements as promptly as practicableKite. If Adamas Arcellx requests that Forest Kite and its Affiliates and Sublicensees distribute and sell such Reverted FDC Product(sthe Launched Products (or conduct other Commercialization activities in the United States) during the Commercialization Wind-Down Period, Adamas Arcellx shall grant, and hereby grants, to Forest Kite for the duration of the Commercialization Wind-Down PeriodPeriod (or, if earlier, until Arcellx terminates such by notice as described in the preceding sentence), a non-exclusive license under any and all applicable Patent Rights and Trademark Rights Controlled by Adamas or its Affiliates the Arcellx Intellectual Property to use, sell, offer to sell, have sold, import and otherwise Commercialize such Reverted FDC Product(s) Commercialize, and have Commercialized the Launched Products in the Field in the TerritoryExUS Territory (or as applicable, the United States), solely to perform such distribution and sale with respect to such Reverted FDC Product(s) as Launched Products in countries requested by Adamas during the Wind-Down PeriodArcellx. For the avoidance of doubtclarity, during the Commercialization Wind-Down Period, Adamas Kite’s, and its Affiliates’ and Sublicensees’, rights with respect to Reverted Products (including the licenses granted under Section 3.1) shall be non-exclusive, the Parties’ obligations under Sections 3.6 and 3.7 shall terminate, and Arcellx shall have the right to engage one or more other partner(s) or distributor(s) for of Reverted FDC Products in all or part of the ExUS Territory and/or in the United States during the Commercialization Wind-Down Period. Any Reverted FDC Products sold or disposed by Forest Kite or its Affiliates or Sublicensees during the Commercialization Wind-Down Period shall constitute Net Sales of FDC Products and shall be subject to any the applicable payment obligations payments under Article VIthis Agreement. Within [*] following After the expiration of the Commercialization Wind-Down Period, Forest shall notify Adamas of any quantities of such Reverted FDC Product(s) (including any active pharmaceutical ingredients or other raw materials or work-in-process inventory specifically allocated by Forest or Kite and its Affiliates or and Sublicensees shall no longer have a right to the Manufacture of such sell Reverted FDC Product(s)) remaining in Forest’s or its Affiliate’s or Sublicensee’s inventory for the Territory, and Adamas shall purchase such quantities of such Reverted FDC Product(s) and such raw materials or work-in—process inventory from Forest at a price equal to [*]. Upon receipt of payment therefor, Forest shall promptly transfer to Adamas such quantities of inventory. Notwithstanding anything in this Paragraph (g), Forest may immediately cease Commercialization of any Reverted FDC Product in the Territory for a safety reason at any timeProducts hereunder.

Commercialization Wind-Down. To avoid disruption of supply of any Reverted FDC Product(s) to patients if This Section 12.3.13 shall apply unless this Agreement is terminated after by AbbVie pursuant to Section 12.2.1: To the launch of such Reverted FDC Product(s) in the Territoryextent requested by Infinity, subject to the last sentence of this Paragraph (g), Forest AbbVie and its Affiliates and Sublicensees shall continue reasonably cooperate with Infinity and its designees to use Commercially Reasonable Efforts facilitate a smooth, orderly and prompt transition to distribute Infinity or its designees of Commercialization activities of Products already commercially sold by AbbVie in such countries in which AbbVie was distributing and sell such Reverted FDC Product(s) selling Products as of the effective date of termination in the terminated country (or anywhere in the Territory, if this Agreement is terminated in its entirety) (the “Launched Products”), in accordance with the terms and conditions of this Agreement, until the date on which Adamas notifies Forest that Adamas has arranged for an alternate method for distributing the Reverted FDC Product(s) Agreement and as set forth in the Territoryapplicable, but then-current Commercialization Plan, for a period requested by Infinity, not to exceed [**] from the Termination Effective Date effective date of such expiration or termination (the “Agreement Wind-Down Period”); provided, provided that Adamas Infinity may terminate such activities during the Agreement Wind-Down Period upon [**] days’ notice to Forest; provided further that Adamas shall use Commercially Reasonable Efforts to secure such alternate arrangements as promptly as practicableAbbVie. If Adamas Infinity requests that Forest AbbVie and its Affiliates and Sublicensees distribute and sell such Reverted FDC Product(s) the Launched Products during the Agreement Wind-Down Period, Adamas Infinity shall grant, and hereby grants, to Forest AbbVie for the duration of the Agreement Wind-Down PeriodPeriod (or, if earlier, until Infinity terminates such by notice as described in the preceding sentence), a non-exclusive license under any the Infinity Intellectual Property to Commercialize and all applicable Patent Rights and Trademark Rights Controlled by Adamas or its Affiliates to use, sell, offer to sell, have sold, import and otherwise Commercialize such Reverted FDC Product(s) Commercialized the Launched Products in the Field applicable countries in the ex-US Territory, solely to perform such distribution and sale with respect to such Reverted FDC Product(s) as Launched Products in countries requested by Adamas Infinity. If Infinity requests that AbbVie and its Affiliates and Sublicensees distribute and sell the Launched Products during the Wind-Down Period. For the avoidance of doubt, during the Agreement Wind-Down Period, Adamas Infinity shall not purchase existing inventory of AbbVie pursuant to Section 12.3.15 in an amount that would prevent AbbVie from continuing such distribution and sales. For clarity, following the effective date of termination of this Agreement in its entirety, the Parties’ obligations under Section 3.7 shall terminate, and Infinity shall have the right to engage one or more other partner(s) partners or distributor(s) for Reverted FDC distributors of Products in all or part of the Territory during the Agreement Wind-Down Period. Any Reverted FDC Products sold or disposed by Forest AbbVie or its Affiliates or Sublicensees during the Agreement Wind-Down Period shall constitute Net Sales of FDC Products and shall be subject to any the applicable payment obligations payments under Article VIthe Financial Exhibit. Within [*] following After the expiration of the Agreement Wind-Down Period, Forest shall notify Adamas of any quantities of such Reverted FDC Product(s) (including any active pharmaceutical ingredients or other raw materials or work-in-process inventory specifically allocated by Forest or AbbVie and its Affiliates or and Sublicensees shall no longer have a right to the Manufacture of such Reverted FDC Product(s)) remaining in Forest’s or its Affiliate’s or Sublicensee’s inventory for the Territory, and Adamas shall purchase such quantities of such Reverted FDC Product(s) and such raw materials or work-in—process inventory from Forest at a price equal to [*]. Upon receipt of payment therefor, Forest shall promptly transfer to Adamas such quantities of inventory. Notwithstanding anything in this Paragraph (g), Forest may immediately cease Commercialization of any Reverted FDC Product in the Territory for a safety reason at any timesell Products hereunder.

Commercialization Wind-Down. To avoid disruption On a country-by-country basis, GSK agrees, and agrees on behalf of supply of any Reverted FDC Product(sits Affiliates, to reasonably cooperate with Alector and its designee(s) to patients if this Agreement is terminated after facilitate a smooth, orderly and prompt transition of the launch Commercialization of such Reverted FDC Product(sLicensed Product already commercially launched in a country as of the effective date of termination (“Launched Products”) in the Territoryto Alector or its designee(s). If requested by Alector, subject to the last sentence of this Paragraph (g)extent permitted by applicable Law and Regulatory Approvals, Forest GSK and its Affiliates and Sublicensees shall continue to use Commercially Reasonable Efforts to distribute and sell sell, in each case on an exclusive basis, Launched Products in such Reverted FDC Product(s) in the Territorycountry, in accordance with the terms and conditions of this Agreement, until the date on which Adamas notifies Forest that Adamas has arranged for an alternate method for distributing the Reverted FDC Product(s) in the Territory, but a period requested by Alector not to exceed [***] [***] from the Termination Effective Date effective date of such termination (the “Agreement Wind-Down Period”), provided that Adamas Alector may terminate such activities during the Agreement Wind-Down Period upon [***] [***] notice to Forest; provided further that Adamas GSK, and in any case, GSK shall use Commercially Reasonable Efforts not be obligated to secure continue promoting the Licensed Product after the effective date of such alternate arrangements as promptly as practicabletermination. If Adamas Alector requests that Forest GSK and its Affiliates and Sublicensees distribute and sell such Reverted FDC Product(s) the Launched Products in a country during the Agreement Wind-Down Period, Adamas GSK and its Affiliates and Sublicensees shall grant, have the exclusive right to sell and hereby grants, to Forest for distribute Licensed Product during the duration of the Agreement Wind-Down Period, a non-exclusive license under any and all applicable Patent Rights and Trademark Rights Controlled by Adamas or its Affiliates to use, sell, offer to sell, have sold, import and otherwise Commercialize such Reverted FDC Product(s) in the Field in the Territory, Period solely to perform such distribution and sale with respect to Launched Products in such Reverted FDC Product(s) as requested by Adamas during the Wind-Down Periodcountry. For the avoidance of doubt, the Parties’ obligations under Sections 3.5 and 3.6 shall terminate. Any Licensed Products sold or disposed of in a country and during the period that GSK or its Affiliates or Sublicensees are continuing to sell Licensed Products in accordance with this Section 12.6.13 during the Agreement Wind-Down Period shall be subject to the applicable payments under this Agreement. After the Agreement Wind-Down Period, Adamas GSK and its Affiliates and Sublicensees shall no longer have a right to sell Licensed Products in the applicable countries hereunder, provided that GSK, subject to the following sentence, shall have the right to engage one sell off its remaining inventory of Licensed Product. Prior to or more other partner(s) or distributor(s) for Reverted FDC Products in the Territory during the Wind-Down Period. Any Reverted FDC Products sold or disposed by Forest or its Affiliates or Sublicensees during the Wind-Down Period shall constitute Net Sales of FDC Products and shall be subject to any applicable payment obligations under Article VI. Within [*] following the expiration of the Agreement Wind-Down Period, Forest Alector shall notify Adamas have the right to purchase, and GSK shall sell to the extent requested by Alector, all inventory of any quantities the Licensed Antibodies and Licensed Products, and component of such Reverted FDC Product(s) (including any active pharmaceutical ingredients either of the foregoing and other material used for the Manufacture of Licensed Antibody or other raw materials or work-in-process inventory specifically allocated Licensed Product, then owned by Forest and in the possession of GSK or its Affiliates (or Sublicensees to the Manufacture of such Reverted FDC Product(s)) remaining in Forest’s owned by GSK or its Affiliate’s or Sublicensee’s inventory for Affiliate and it the Territory, and Adamas shall purchase such quantities possession of such Reverted FDC Product(sa CMO) and such raw materials or work-in—process inventory from Forest at a price equal to [***], taking into account the portion, if any, of such Supply Costs for such inventory previously shared by Alector under this Agreement. Upon receipt GSK shall grant, effective on the date of payment thereforsuch purchase, Forest shall promptly transfer a royalty-free right and license to Adamas use any trademarks, names, and logos of GSK appearing on such quantities inventory of the applicable Licensed Products for a period of [***] ([***]) [***] solely to permit the orderly sale of such inventory, subject to Alector meeting reasonable quality control standards imposed by GSK on the use of such trademarks, names, and logos, which will be consistent with the standards used by GSK prior to such termination. Notwithstanding anything in To the extent that applicable Law or Regulatory Approvals prevent the foregoing, the Parties agree to 116 *** Certain information has been excluded from this Paragraph agreement because it is both (g)i) not material and (ii) would be competitively harmful if publicly disclosed. reasonably cooperate to establish and implement an alternative mechanisms to facilitate a smooth, Forest may immediately cease orderly and prompt transition of the Commercialization of any Reverted FDC Product in the Territory for a safety reason at any timeLaunched Products.

Commercialization Wind-Down. To avoid disruption of supply of any Reverted FDC Product(s) to patients if this Agreement is terminated after the launch of such Reverted FDC Product(s) in the TerritoryIf requested by Pharmacyclics, subject to the last sentence of this Paragraph (g), Forest JBI and its Affiliates and Sublicensees shall continue to use Commercially Reasonable Efforts to distribute and sell such Reverted FDC Product(sProducts already commercially launched as of the effective date of termination (the “Launched Products”) in each country within the TerritoryLicense Territory for which Regulatory Approval has been obtained, in accordance with the terms and conditions of this Agreement, until the date on which Adamas notifies Forest that Adamas has arranged for an alternate method for distributing the Reverted FDC Product(s) in the Territory, but [*] a period requested by Pharmacyclics not to exceed 12 months from the Termination Effective Date effective date of such expiration or termination (the “Agreement Wind-Down Period”), provided that Adamas Pharmacyclics may terminate such activities during the Agreement Wind-Down Period upon [*] 90 days notice to Forest; provided further that Adamas JBI, and in any case, JBI shall use Commercially Reasonable Efforts not be obligated to secure such alternate arrangements as promptly as practicablecontinue promoting the Product after the effective date of the termination. If Adamas Pharmacyclics requests that Forest JBI and its Affiliates and Sublicensees distribute and sell such Reverted FDC Product(s) the Launched Products during the Agreement Wind-Down Period, Adamas Pharmacyclics shall grant, and hereby grants, to Forest JBI for the duration of the Agreement Wind-Down PeriodPeriod (or, if earlier, until Pharmacyclics terminates such by notice as described in the preceding sentence), a non-exclusive license under any and all applicable Patent Rights and Trademark Rights Controlled by Adamas or its Affiliates the Pharmacyclics Intellectual Property to use, sell, offer to sell, have sold, import and otherwise Commercialize such Reverted FDC Product(s) Commercialize, and have Commercialized the Launched Products in the Field in the License Territory, solely to perform such distribution and sale with respect to such Reverted FDC Product(s) as Launched Products in countries requested by Adamas during the Wind-Down PeriodPharmacyclics. For the avoidance of doubt, during the Agreement Wind-Down Period, Adamas JBI’s, and its Affiliates’ and Sublicensees’, rights with respect to Products (including the licenses granted under Section 3.1) shall be non-exclusive, the Parties’ obligations under Sections 3.5 and 3.6 shall terminate, and Pharmacyclics shall have the right to engage one or more other partner(s) or distributor(s) for Reverted FDC of Products in all or part of the License Territory and/or in the United States during the Agreement Wind-Down Period. Any Reverted FDC Products sold or disposed by Forest JBI or its Affiliates or Sublicensees during the Agreement Wind-Down Period shall constitute Net Sales of FDC Products and shall be subject to any the applicable payment obligations payments under Article VIthe Financial Exhibit. Within [*] following After the expiration of the Agreement Wind-Down Period, Forest shall notify Adamas of any quantities of such Reverted FDC Product(s) (including any active pharmaceutical ingredients or other raw materials or work-in-process inventory specifically allocated by Forest or JBI and its Affiliates or and Sublicensees shall no longer have a right to the Manufacture of such Reverted FDC Product(s)) remaining in Forest’s or its Affiliate’s or Sublicensee’s inventory for the Territory, and Adamas shall purchase such quantities of such Reverted FDC Product(s) and such raw materials or work-in—process inventory from Forest at a price equal to [*]. Upon receipt of payment therefor, Forest shall promptly transfer to Adamas such quantities of inventory. Notwithstanding anything in this Paragraph (g), Forest may immediately cease Commercialization of any Reverted FDC Product in the Territory for a safety reason at any timesell Products hereunder.