Common use of Consequence of Termination Clause in Contracts

Consequence of Termination. 10.6.1 In the event GSK terminates this Agreement under Section 10.2 at will or FivePrime terminates this Agreement under Section 10.3 for GSK’s uncured material breach (in the event the termination is only effective for a particular Licensed Product or Target, then the following shall apply solely with respect to such Licensed Product or Target, as the case may be): a) Within *** days after the termination effective date, GSK shall pay all amounts payable to FivePrime hereunder that have accrued but have not been paid as of the effective date of termination with respect to each Terminated Target and Terminated Product, and GSK Alternative Terminated Target, as applicable, and with respect to Quarterly Research Payments pursuant to Section 6.2, pro rated as of the effective date of termination. b) If this Agreement is terminated, then all Hits, Offered Hits and Claimed Targets as of the date of such termination and thereafter shall be deemed Reverted Targets. Without limiting the foregoing, FivePrime shall have the right to, in its sole discretion, research, develop and commercialize all such Reverted Targets and any Compounds or Biologics with respect thereto, either by itself or with any Third Party, without regard to Section 4.4. Further, GSK shall have rights to such Reverted Targets and any Compounds or Biologics with respect thereto as set forth in Sections 4.4 and 4.5. c) If this Agreement is terminated, then all Committed Lead Targets and Clinical Lead Targets shall as of the date of such termination and thereafter be deemed Terminated Targets; provided, however, that any Committed Lead Targets that were substituted with a GSK Alternative Target or GSK Alternative Committed Lead Target, shall, upon the termination of the corresponding GSK Alternative Target or GSK Alternative Committed Lead Target, not be deemed Terminated Targets but instead shall be considered Reverted Targets in accordance with Section 4.4.5(c)(ii)(1), and such terminated GSK Alternative Committed Lead Target shall be deemed a GSK Alternative Terminated Target. GSK shall have no further rights to Terminated Targets and any Compounds or Biologics with respect thereto, and FivePrime shall have the right to, in its sole discretion, research, develop and commercialize all such Terminated Targets and any Compounds or Biologics with respect thereto, either by itself or with any Third Party, without regard to Section 4.4. In addition, upon termination of the Agreement in its entirety, or termination of a GSK Alternative Committed Lead Target or a Compound with respect thereto, GSK shall not further develop, have developed, commercialize or have commercialized such GSK Alternative Terminated Targets and any Compounds or Biologics with respect thereto for a period of *** years after termination. GSK shall consider in good faith, but shall not have an obligation to, grant to FivePrime the right to research, develop and commercialize any GSK Alternative Terminated Targets and any Biologics or Compounds with respect thereto, either by itself or with any Third Party. In the event that GSK elects to grant to FivePrime the right to research, develop and commercialize the GSK Alternative Terminated Target and any Compounds with respect thereto, GSK shall provide written notice of such grant of rights to FivePrime and the terms of the license set forth in Section 10.6.1(d) and the terms of Section 10.6.1(e) shall apply. d) Effective as of the effective date of termination as set forth in this Section 10.6, GSK hereby grants to FivePrime, and FivePrime accepts an exclusive (except as set forth below) license or sublicense, as applicable, with the right to grant sublicenses (with the right to further sublicense), under the GSK Evaluation Patents, GSK Evaluation Know-How, GSK Licensed Product Patents and GSK Licensed Product Know-How (including GSK’s interest in Joint Patents and Joint Know-How, in each case solely to the extent pertaining to the Terminated Target (or GSK Alternative Terminated Target, if applicable and if GSK has expressly granted such rights to FivePrime in accordance with Section 10.6.1(c))), to develop, use, make (subject to Sections 10.6.1 (e) and (h)), have made (subject to Sections 10.6.1(e) and (h)), offer to sell, sell, import or otherwise commercialize products that comprise: (i) a Terminated Target (or, if applicable and if GSK has expressly granted such rights to FivePrime in accordance with Section 10.6.1(c), a GSK Alternative Terminated Target) or a fragment or derivative thereof; (ii) a sequence variant of a Terminated Target (or, if applicable and if GSK has expressly granted such rights to FivePrime in accordance with Section 10.6.1(c), a GSK Alternative Terminated Target), or a fragment or derivative of such sequence variant; (iii) a compound, protein, antibody or peptide in any form that inhibits, activates or otherwise modulates the activity of a Terminated Target (or, if applicable and if GSK has expressly granted such rights to FivePrime in accordance with Section 10.6.1(c), a GSK Alternative Terminated Target) or its sequence variant, fragment or derivative; or (iv) a nucleic acid-containing molecule comprising a nucleotide sequence that encodes any of the molecules described in (i)-(iii) above. To the extent the GSK Licensed Product Know-How relates to the manufacture of any of the foregoing, the license granted herein to such GSK Licensed Product Know-How shall be non-exclusive. To the extent that there are inventions that are not claimed in a Patent at the time of termination and that GSK determines, in its sole discretion, not to protect as a trade secret or Know-How and that are directed to the Terminated Product (excluding GSK Alternative Terminated Products), GSK will file or allow FivePrime to file a Patent directed to such inventions at FivePrime’s sole expense. GSK will, at the request of FivePrime, reasonably cooperate to execute and cause its Affiliates to execute all documents necessary for the FivePrime to file such Patent for Terminated Products.

Consequence of Termination. 10.6.1 12.5.1. In the event GSK BMS terminates this Agreement or a Collaboration Target under Section 10.2 12.2 at will or FivePrime terminates this Agreement under Section 10.3 12.3 for GSKBMS’s uncured material breach (in the event the termination is only effective for a particular Licensed Product or Collaboration Target, then the following shall apply solely with respect to such Licensed Product or TargetProtein, as the case may be): (a) Within *** days after the termination effective date, GSK BMS shall pay all amounts payable to FivePrime hereunder that have accrued but have not been paid as of the effective date of termination with respect to each Terminated Target and Terminated Product, and GSK Alternative Products with respect to such Terminated Target, as applicable, and with respect to Quarterly Research Payments pursuant to Section 6.28.2, pro rated as of the effective date of termination. (b) If this Agreement is terminatedterminated with respect to a Collaboration Target but not as a whole, then all Hitssuch Collaboration Target shall cease to be a Collaboration Target and shall thereafter be deemed a Terminated Target under this Agreement. In such event, Offered Hits and Claimed Targets as BMS’s licenses under Section 6.1 with respect to such Terminated Target shall become non-exclusive without the right to grant sublicenses (except to bona fide third party collaborators or contract service providers with respect to the development or commercialization of one or more specific compounds or products), except that such licenses shall not apply with respect to Compounds or products that are in-licensed or acquired by BMS subsequent to the date of such termination termination. Without limiting the foregoing, FivePrime shall have the right to, in its sole discretion (but subject to obtaining a license from BMS as described in clauses 12.5(e), to the extent applicable) and further subject to clause12.5(g), to unilaterally research, develop and commercialize compounds and products with respect to such Terminated Target, either by itself or with any Third Party. (c) If this Agreement is terminated in its entirety, then all then-existent Confirmed Hits and Collaboration Targets shall cease to be Confirmed Hits or Collaboration Targets, respectively, and shall thereafter shall be deemed Reverted Non-Selected Targets and Terminated Targets, respectively, under this Agreement. BMS shall have no further rights to any Licensed IP with respect such Non-Selected Targets or Terminated Targets. Without limiting the foregoing, FivePrime shall have the right to, in its sole discretion, but subject to obtaining a license from BMS as described in clauses 12.5(e) (to the extent applicable), research, develop and commercialize all compounds and products with respect to such Reverted Non-Selected Targets and any Compounds or Biologics with respect theretoTerminated Targets, either by itself or with any Third Party, without regard to Section 4.4. Further, GSK shall have rights anything to such Reverted Targets and any Compounds or Biologics with respect thereto as set forth the contrary in Sections 4.4 and 4.5this Agreement. c(d) If this Agreement is terminatedNo later than *** days after the Termination Date, then each Receiving Party shall return to the Disclosing Party (or, at the Disclosing Party’s request, shall destroy) all Committed Lead Targets and Clinical Lead Targets shall as of the date of Disclosing Party’s Confidential Information (including all copies thereof) that are in such termination and thereafter be deemed Terminated TargetsParty’s possession; provided, however, that any Committed Lead Targets that were substituted with a GSK Alternative Target or GSK Alternative Committed Lead Target, shall, upon the termination Receiving Party may retain one archival copy of the corresponding GSK Alternative Target or GSK Alternative Committed Lead Target, not be deemed Terminated Targets but instead shall be considered Reverted Targets Disclosing Party’s Confidential Information in accordance with Section 4.4.5(c)(ii)(1), and such terminated GSK Alternative Committed Lead Target shall be deemed a GSK Alternative Terminated Target. GSK shall have no further rights to Terminated Targets and any Compounds or Biologics its confidential files solely for purposes of identifying its continuing obligations under this Agreement with respect thereto. However, and to the extent that BMS retains a Commercial License to one or more Collaboration Targets after the Termination Date, BMS may retain any Confidential Information received from FivePrime that is within the scope of such continuing license. (e) Except in the case of any termination by BMS for Safety Reasons (in which case, this clause (e) shall have the right tobe of no force or effect), in its sole discretionat FivePrime’s election, research, develop and commercialize all such Terminated Targets and any Compounds or Biologics with respect thereto, either exercisable by itself or with any Third Party, without regard to Section 4.4. In addition, upon termination of the Agreement in its entirety, or termination of a GSK Alternative Committed Lead Target or a Compound with respect thereto, GSK shall not further develop, have developed, commercialize or have commercialized such GSK Alternative Terminated Targets and any Compounds or Biologics with respect thereto for a period of written notice within *** years days after termination. GSK shall consider termination of this Agreement or termination with respect to a Collaboration Target, the Parties will negotiate in good faith, faith (but shall not have without any obligation to enter into an obligation to, grant to FivePrime the right to research, develop and commercialize any GSK Alternative Terminated Targets and any Biologics or Compounds with respect thereto, either by itself or with any Third Party. In the event that GSK elects to grant to FivePrime the right to research, develop and commercialize the GSK Alternative Terminated Target and any Compounds with respect thereto, GSK shall provide written notice of such grant of rights to FivePrime and the terms of the license set forth in Section 10.6.1(dagreement) and the terms of Section 10.6.1(e) shall apply. d) Effective as of the effective date of termination as set forth in this Section 10.6, GSK hereby grants to FivePrime, and FivePrime accepts an exclusive (except as set forth below) a license or sublicensesublicense (which may be exclusive), as applicable, with the right to grant sublicenses (with the right to and further sublicensesublicenses through multiple tiers of sublicensees), under the GSK Evaluation all (or certain of) BMS Background Patents, GSK Evaluation BMS Background Know-How, GSK Licensed Product BMS’s interest in the Collaboration Compound Patents and GSK Licensed Product Collaboration Compound Know-How (including GSK’s interest in Joint it being understood that Five-Prime shall have an exclusive license under each Reverted Target Patent and all Reverted Target Know-How pursuant to Section 6.2.2, and the ability to operate non-exclusively under Collaboration Other Patents and Joint Collaboration Other Know-How, in each case solely How pursuant to the extent pertaining to the Terminated Target (or GSK Alternative Terminated Target, if applicable and if GSK has expressly granted such rights to FivePrime in accordance with Section 10.6.1(c))10.1), and other Patents that are Controlled by BMS that are necessary or reasonably useful to developmake, have made, use, make (subject to Sections 10.6.1 (e) and (h)), have made (subject to Sections 10.6.1(e) and (h))sell, offer for sale or import any pharmaceutical product containing a Compound that is primarily intended for use against or to sell, sell, import or otherwise commercialize products that comprise: (i) modulate a Terminated Target (or, if applicable and if GSK has expressly granted such rights to FivePrime in accordance alone or with Section 10.6.1(cother active ingredients), a GSK Alternative Terminated Target) or a fragment or derivative thereof; (ii) a sequence variant of a Terminated Target (orin all forms, if applicable presentations, formulations and if GSK has expressly granted such rights dosage forms that binds to FivePrime in accordance with Section 10.6.1(c), a GSK Alternative Terminated Target), or a fragment or derivative of such sequence variant; (iii) a compound, protein, antibody or peptide in any form that and inhibits, activates or otherwise modulates the activity of a such Terminated Target Target, including (or, if as applicable and if GSK has expressly granted subject to agreement) Compounds or Products (each such rights to FivePrime in accordance with Section 10.6.1(cproduct a “Terminated Product”), a GSK Alternative Terminated Target) or its sequence variant, fragment or derivative; or (iv) a nucleic acid-containing molecule comprising a nucleotide sequence that encodes any of the molecules described in (i)-(iii) above. To the extent the GSK Licensed Product Know-How relates to the manufacture of any of the foregoing, the license granted herein to such GSK Licensed Product Know-How shall be non-exclusive. To the extent that there are inventions that are not claimed in a Patent at the time of termination and that GSK BMS determines, in its sole discretion, not to protect as a trade secret or Know-How and that are directed to the a Terminated Product (excluding GSK Alternative Terminated Products)Product, GSK BMS will file or allow FivePrime to file a Patent directed to such inventions at FivePrime’s sole expense. GSK BMS will, at the request of FivePrime, reasonably cooperate to execute and cause its Affiliates to execute all documents necessary for the FivePrime to file such Patent Patent. (f) No later than *** days after the Termination Date, each Materials Receiving Party shall return to the Materials Transferring Party (or, at the Materials Transferring Party’s request, shall destroy) all of the Materials Transferring Party’s Materials (including all progeny or derivatives thereof) that are remaining in such Party’s possession. However, to the extent that BMS retains a Commercial License to one or more Collaboration Targets after the Termination Date, BMS may retain any Materials received from FivePrime that are within the scope of such continuing license. 12.5.2. In the event that BMS terminates this Agreement under Section 12.3 for Terminated ProductsFivePrime’s uncured material breach, BMS’s license according to Section 6.1 shall remain in full force and effect on its own terms, provided that BMS fulfills its payment obligations and other obligations under Section 8 net of any money damages for which FivePrime was found liable in any Arbitration with respect to such uncured material breach.

Consequence of Termination. 10.6.1 10.5.1 In the event GSK terminates this Agreement under Section 10.2 at will or FivePrime terminates this Agreement under Section 10.3 for GSK’s uncured material breach (in the event the termination is only effective for a particular Licensed Product Product, Target or TargetResearch Indication, then the following shall apply solely with respect to such Licensed Product Product, Target or TargetResearch Indication, as the case may be): a) Within *** days after the termination effective date, GSK shall pay all amounts payable to FivePrime hereunder that have accrued but have not been paid as of the effective date of termination with respect to each Terminated Target and Terminated Product, and GSK Alternative Terminated Target, as applicable, and with respect to Quarterly Research Payments pursuant to Section 6.2, pro rated as of the effective date of termination. b) If this the Agreement is terminatedterminated for a particular Research Indication, then all Hits, Offered Hits and Claimed Targets as of the date of with respect to such termination and thereafter Research Indication shall be deemed Reverted TargetsTargets under this Agreement. Without limiting the foregoing, FivePrime shall have the right to, in its sole discretion, research, develop and commercialize all such Reverted Targets and any Compounds or and/or Biologics with respect thereto, either by itself or with any Third Party, without regard to Section 4.4. Further, GSK shall have rights to such Reverted Targets and any Compounds or and/or Biologics with respect thereto as set forth in Sections 4.4 and 4.5. c) If this the Agreement is terminatedterminated for a particular Research Indication, then all Committed Lead Targets and Clinical Lead Targets with respect to such Research Indication shall as of the date of such termination and thereafter be deemed Terminated Targets; provided, however, that any Committed Lead Targets that were substituted with a GSK Alternative Target or GSK Alternative Committed Lead Target, shall, upon the termination of the corresponding GSK Alternative Target or GSK Alternative Committed Lead Target, not be deemed Terminated Targets but instead shall be considered Reverted Targets in accordance with Section 4.4.5(c)(ii)(1), and such terminated GSK Alternative Committed Lead Target shall be deemed a GSK Alternative Terminated Target. GSK shall have no further rights to such Terminated Targets and any Compounds or Biologics with respect theretoTargets, and FivePrime shall have the right rights to, in its sole discretion, research, develop and commercialize all such Terminated Targets and any Compounds or and/or Biologics with respect thereto, either by itself or with any Third Party, without regard to Section 4.4. In addition, upon termination of the Agreement in its entirety, or termination of a GSK Alternative Committed Lead Target or a Compound with respect thereto, GSK shall not further develop, have developed, commercialize or have commercialized such GSK Alternative Terminated Targets and any Compounds or Biologics with respect thereto for a period of *** years after termination. GSK shall consider in good faith, but shall not have an obligation to, grant to FivePrime the right to research, develop and commercialize any GSK Alternative Terminated Targets and any Biologics or Compounds with respect thereto, either by itself or with any Third Party. In the event that GSK elects to grant to FivePrime the right to research, develop and commercialize the GSK Alternative Terminated Target and any Compounds with respect thereto, GSK shall provide written notice of such grant of rights to FivePrime and the terms of the license set forth in Section 10.6.1(d) and the terms of Section 10.6.1(e) shall apply. . d) Effective as of the effective date of termination as set forth in this Section 10.6, GSK hereby grants to FivePrime, and FivePrime accepts an exclusive (except as set forth below) license or and/or sublicense, as applicable, with the right to grant sublicenses (with the right to further sublicense), under the GSK Evaluation Patents, GSK Evaluation Know-How, GSK Licensed Product Patents Patent Rights and GSK Licensed Product Know-How (including GSK’s interest in Joint Patents Patent Rights and Joint Know-How, in each case solely to the extent pertaining to the Terminated Target (or GSK Alternative Terminated Target, if applicable and if GSK has expressly granted such rights to FivePrime in accordance with Section 10.6.1(c))), to develop, use, make (subject to Sections 10.6.1 10.5.1 (e) and (h)), have made (subject to Sections 10.6.1(e10.5.1(e) and (h)), offer to sell, sell, import or otherwise commercialize products that comprisecomprises: (i) a Terminated Target (or, if applicable and if GSK has expressly granted such rights to FivePrime in accordance with Section 10.6.1(c), a GSK Alternative Terminated Target) or a fragment or derivative thereof; (ii) a sequence variant of a Terminated Target (or, if applicable and if GSK has expressly granted such rights to FivePrime in accordance with Section 10.6.1(c), a GSK Alternative Terminated Target), or a fragment or derivative of such sequence variant; (iii) a compound, protein, antibody or peptide in any form that inhibits, activates or otherwise modulates the activity of a Terminated Target (or, if applicable and if GSK has expressly granted such rights to FivePrime in accordance with Section 10.6.1(c), a GSK Alternative Terminated Target) or its sequence variant, fragment or and/or derivative; or (iv) a nucleic acid-containing molecule comprising a nucleotide sequence that encodes any of the molecules described in (i)-(iii) above. To the extent the GSK Licensed Product Know-How relates to the manufacture of any of the foregoing, the license granted herein to such GSK Licensed Product Know-How shall be non-exclusive. To the extent that there are inventions that are not claimed in a Patent at the time of termination and that GSK determines, in its sole discretion, not to protect as a trade secret or Know-How and that are directed to the Terminated Product (excluding GSK Alternative Terminated Products)Product, GSK will file or allow FivePrime to file a Patent directed to such inventions at FivePrime’s sole expense. GSK will, at the request of FivePrime, reasonably cooperate to execute and cause its Affiliates to execute all documents necessary for the FivePrime to file such Patent Patent. e) In the event that FivePrime develops and commercializes a product with respect to a Terminated Target and such product comprises a Biologic or Compound first developed or Controlled by GSK for which GSK has transferred GSK Evaluation Know-How or GSK Licensed Product Know-How to FivePrime pursuant to Section 10.5.1(f) (a “Terminated Products.Product”), then FivePrime shall pay to GSK a royalty on the Net Sales (as such term is applied to FivePrime mutatis mutandis) of such Terminated Product at the following rates:

Consequence of Termination. 10.6.1 12.5.1. In the event GSK BMS terminates this Agreement or a Collaboration Target under Section 10.2 12.2 at will or FivePrime terminates this Agreement under Section 10.3 12.3 for GSKBMS’s uncured material breach (in the event the termination is only effective for a particular Licensed Product or Collaboration Target, then the following shall apply solely with respect to such Licensed Product or TargetProtein, as the case may be): (a) Within *** days after the termination effective date, GSK BMS shall pay all amounts payable to FivePrime hereunder that have accrued but have not been paid as of the effective date of termination with respect to each Terminated Target and Terminated Product, and GSK Alternative Products with respect to such Terminated Target, as applicable, and with respect to Quarterly Research Payments pursuant to Section 6.28.2, pro rated as of the effective date of termination. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) If this Agreement is terminatedterminated with respect to a Collaboration Target but not as a whole, then all Hitssuch Collaboration Target shall cease to be a Collaboration Target and shall thereafter be deemed a Terminated Target under this Agreement. In such event, Offered Hits and Claimed Targets as BMS’s licenses under Section 6.1 with respect to such Terminated Target shall become non-exclusive without the right to grant sublicenses (except to bona fide third party collaborators or contract service providers with respect to the development or commercialization of one or more specific compounds or products), except that such licenses shall not apply with respect to Compounds or products that are in-licensed or acquired by BMS subsequent to the date of such termination termination. Without limiting the foregoing, FivePrime shall have the right to, in its sole discretion (but subject to obtaining a license from BMS as described in clauses 12.5(e), to the extent applicable) and further subject to clause12.5(g), to unilaterally research, develop and commercialize compounds and products with respect to such Terminated Target, either by itself or with any Third Party. (c) If this Agreement is terminated in its entirety, then all then-existent Confirmed Hits and Collaboration Targets shall cease to be Confirmed Hits or Collaboration Targets, respectively, and shall thereafter shall be deemed Reverted Non-Selected Targets and Terminated Targets, respectively, under this Agreement. BMS shall have no further rights to any Licensed IP with respect such Non-Selected Targets or Terminated Targets. Without limiting the foregoing, FivePrime shall have the right to, in its sole discretion, but subject to obtaining a license from BMS as described in clauses 12.5(e) (to the extent applicable), research, develop and commercialize all compounds and products with respect to such Reverted Non-Selected Targets and any Compounds or Biologics with respect theretoTerminated Targets, either by itself or with any Third Party, without regard to Section 4.4. Further, GSK shall have rights anything to such Reverted Targets and any Compounds or Biologics with respect thereto as set forth the contrary in Sections 4.4 and 4.5this Agreement. c(d) If this Agreement is terminatedNo later than *** days after the Termination Date, then each Receiving Party shall return to the Disclosing Party (or, at the Disclosing Party’s request, shall destroy) all Committed Lead Targets and Clinical Lead Targets shall as of the date of Disclosing Party’s Confidential Information (including all copies thereof) that are in such termination and thereafter be deemed Terminated TargetsParty’s possession; provided, however, that any Committed Lead Targets that were substituted with a GSK Alternative Target or GSK Alternative Committed Lead Target, shall, upon the termination Receiving Party may retain one archival copy of the corresponding GSK Alternative Target or GSK Alternative Committed Lead Target, not be deemed Terminated Targets but instead shall be considered Reverted Targets Disclosing Party’s Confidential Information in accordance with Section 4.4.5(c)(ii)(1), and such terminated GSK Alternative Committed Lead Target shall be deemed a GSK Alternative Terminated Target. GSK shall have no further rights to Terminated Targets and any Compounds or Biologics its confidential files solely for purposes of identifying its continuing obligations under this Agreement with respect thereto. However, and to the extent that BMS retains a Commercial License to one or more Collaboration Targets after the Termination Date, BMS may retain any Confidential Information received from FivePrime that is within the scope of such continuing license. (e) Except in the case of any termination by BMS for Safety Reasons (in which case, this clause (e) shall have the right tobe of no force or effect), in its sole discretionat FivePrime’s election, research, develop and commercialize all such Terminated Targets and any Compounds or Biologics with respect thereto, either exercisable by itself or with any Third Party, without regard to Section 4.4. In addition, upon termination of the Agreement in its entirety, or termination of a GSK Alternative Committed Lead Target or a Compound with respect thereto, GSK shall not further develop, have developed, commercialize or have commercialized such GSK Alternative Terminated Targets and any Compounds or Biologics with respect thereto for a period of written notice within *** years days after termination. GSK shall consider termination of this Agreement or termination with respect to a Collaboration Target, the Parties will negotiate in good faith, faith (but shall not have without any obligation to enter into an obligation to, grant to FivePrime the right to research, develop and commercialize any GSK Alternative Terminated Targets and any Biologics or Compounds with respect thereto, either by itself or with any Third Party. In the event that GSK elects to grant to FivePrime the right to research, develop and commercialize the GSK Alternative Terminated Target and any Compounds with respect thereto, GSK shall provide written notice of such grant of rights to FivePrime and the terms of the license set forth in Section 10.6.1(dagreement) and the terms of Section 10.6.1(e) shall apply. d) Effective as of the effective date of termination as set forth in this Section 10.6, GSK hereby grants to FivePrime, and FivePrime accepts an exclusive (except as set forth below) a license or sublicensesublicense (which may be exclusive), as applicable, with the right to grant sublicenses (with the right to and further sublicensesublicenses through multiple tiers of sublicensees), under the GSK Evaluation all (or certain of) BMS Background Patents, GSK Evaluation BMS Background Know-How, GSK Licensed Product BMS’s interest in the Collaboration *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Compound Patents and GSK Licensed Product Collaboration Compound Know-How (including GSK’s interest in Joint it being understood that Five-Prime shall have an exclusive license under each Reverted Target Patent and all Reverted Target Know-How pursuant to Section 6.2.2, and the ability to operate non-exclusively under Collaboration Other Patents and Joint Collaboration Other Know-How, in each case solely How pursuant to the extent pertaining to the Terminated Target (or GSK Alternative Terminated Target, if applicable and if GSK has expressly granted such rights to FivePrime in accordance with Section 10.6.1(c))10.1), and other Patents that are Controlled by BMS that are necessary or reasonably useful to developmake, have made, use, make (subject to Sections 10.6.1 (e) and (h)), have made (subject to Sections 10.6.1(e) and (h))sell, offer for sale or import any pharmaceutical product containing a Compound that is primarily intended for use against or to sell, sell, import or otherwise commercialize products that comprise: (i) modulate a Terminated Target (or, if applicable and if GSK has expressly granted such rights to FivePrime in accordance alone or with Section 10.6.1(cother active ingredients), a GSK Alternative Terminated Target) or a fragment or derivative thereof; (ii) a sequence variant of a Terminated Target (orin all forms, if applicable presentations, formulations and if GSK has expressly granted such rights dosage forms that binds to FivePrime in accordance with Section 10.6.1(c), a GSK Alternative Terminated Target), or a fragment or derivative of such sequence variant; (iii) a compound, protein, antibody or peptide in any form that and inhibits, activates or otherwise modulates the activity of a such Terminated Target Target, including (or, if as applicable and if GSK has expressly granted subject to agreement) Compounds or Products (each such rights to FivePrime in accordance with Section 10.6.1(cproduct a “Terminated Product”), a GSK Alternative Terminated Target) or its sequence variant, fragment or derivative; or (iv) a nucleic acid-containing molecule comprising a nucleotide sequence that encodes any of the molecules described in (i)-(iii) above. To the extent the GSK Licensed Product Know-How relates to the manufacture of any of the foregoing, the license granted herein to such GSK Licensed Product Know-How shall be non-exclusive. To the extent that there are inventions that are not claimed in a Patent at the time of termination and that GSK BMS determines, in its sole discretion, not to protect as a trade secret or Know-How and that are directed to the a Terminated Product (excluding GSK Alternative Terminated Products)Product, GSK BMS will file or allow FivePrime to file a Patent directed to such inventions at FivePrime’s sole expense. GSK BMS will, at the request of FivePrime, reasonably cooperate to execute and cause its Affiliates to execute all documents necessary for the FivePrime to file such Patent Patent. (f) No later than *** days after the Termination Date, each Materials Receiving Party shall return to the Materials Transferring Party (or, at the Materials Transferring Party’s request, shall destroy) all of the Materials Transferring Party’s Materials (including all progeny or derivatives thereof) that are remaining in such Party’s possession. However, to the extent that BMS retains a Commercial License to one or more Collaboration Targets after the Termination Date, BMS may retain any Materials received from FivePrime that are within the scope of such continuing license. 12.5.2. In the event that BMS terminates this Agreement under Section 12.3 for Terminated ProductsFivePrime’s uncured material breach, BMS’s license according to Section 6.1 shall remain in full force and effect on its own terms, provided that BMS fulfills its payment obligations and other obligations under Section 8 net of any money damages for which FivePrime was found liable in any Arbitration with respect to such uncured material breach.

Consequence of Termination. 10.6.1 In the event GSK terminates of termination by MLNM pursuant to Section 12.2(a) or 12.3, by a XOMA Party pursuant to Section 12.2(b) or by any Party pursuant to Section 12.4, (a) all licenses and rights granted by MLNM to XOMA-US under this Agreement shall terminate (or, if the termination pertains to a single Licensed Product, only the licenses applicable to such Licensed Product), (b) all licenses and rights granted by the XOMA Parties to MLNM under Section 10.2 at will or FivePrime terminates this Agreement under Section 10.3 for GSK’s uncured material breach shall survive and be converted, in each case, into perpetual, non-exclusive, worldwide, [*] licenses (in the event or, if the termination is pertains to a single Licensed Product, only effective for a particular Licensed Product or Target, then the following shall apply solely with respect licenses applicable to such Licensed Product or Target, as the case may be): a) Within *** days after the termination effective date, GSK shall pay all amounts payable to FivePrime hereunder that have accrued but have not been paid as of the effective date of termination with respect to each Terminated Target and Terminated Product, and GSK Alternative Terminated Target, as applicable, and with respect to Quarterly Research Payments pursuant to Section 6.2, pro rated as of the effective date of termination. b) If this Agreement is terminated, then all Hits, Offered Hits and Claimed Targets as of the date of such termination and thereafter shall be deemed Reverted Targets. Without limiting the foregoing, FivePrime shall have the right to, in its sole discretion, research, develop and commercialize all such Reverted Targets and any Compounds or Biologics with respect thereto, either by itself or with any Third Party, without regard to Section 4.4. Further, GSK shall have rights to such Reverted Targets and any Compounds or Biologics with respect thereto as set forth in Sections 4.4 and 4.5. c) If this Agreement is terminated, then all Committed Lead Targets and Clinical Lead Targets shall as of the date of such termination and thereafter be deemed Terminated Targetsconverted); provided, however, that any Committed Lead Targets that were substituted with in the case of termination by the XOMA Parties as a GSK Alternative Target result of a default, failure or GSK Alternative Committed Lead Targetbreach by MLNM under Section 12.2(b), shall, upon the termination obligations of diligence imposed on XOMA-US and XOMA-Ireland under this Agreement shall terminate to the corresponding GSK Alternative Target or GSK Alternative Committed Lead Target, not be deemed Terminated Targets but instead extent such obligations are affected by the default by MLNM and MLNM shall be considered Reverted Targets in accordance with Section 4.4.5(c)(ii)(1), and such terminated GSK Alternative Committed Lead Target shall be deemed a GSK Alternative Terminated Target. GSK shall have no further rights to Terminated Targets and any Compounds or Biologics with respect thereto, and FivePrime shall have solely liable for actual damages incurred by the right to, in its sole discretion, research, develop and commercialize all such Terminated Targets and any Compounds or Biologics with respect thereto, either by itself or with any Third Party, without regard to Section 4.4. In addition, upon termination of the Agreement in its entirety, or termination of a GSK Alternative Committed Lead Target or a Compound with respect thereto, GSK shall not further develop, have developed, commercialize or have commercialized such GSK Alternative Terminated Targets and any Compounds or Biologics with respect thereto for a period of *** years after termination. GSK shall consider in good faith, but shall not have an obligation to, grant to FivePrime the right to research, develop and commercialize any GSK Alternative Terminated Targets and any Biologics or Compounds with respect thereto, either by itself or with any Third Party. In the event that GSK elects to grant to FivePrime the right to research, develop and commercialize the GSK Alternative Terminated Target and any Compounds with respect thereto, GSK shall provide written notice XOMA Parties arising out of such grant of rights default, (c) the XOMA Parties shall promptly transfer or cause to FivePrime and the terms of the license set forth in Section 10.6.1(d) and the terms of Section 10.6.1(e) shall apply. d) Effective as of the effective date of termination as set forth in this Section 10.6, GSK hereby grants be transferred to FivePrime, and FivePrime accepts an exclusive (except as set forth below) license or sublicense, as applicable, with the right to grant sublicenses (with the right to further sublicense), under the GSK Evaluation Patents, GSK Evaluation Know-How, GSK Licensed Product Patents and GSK Licensed Product MLNM all XOMA Know-How (including GSK’s interest in Joint Patents and Joint Know-How, in each case solely to the extent pertaining to the Terminated Target (or GSK Alternative Terminated Target, if applicable and if GSK has expressly granted such rights to FivePrime in accordance with Section 10.6.1(c))), to develop, use, make (subject to Sections 10.6.1 (e) and (h)), have made (subject to Sections 10.6.1(e) and (h)), offer to sell, sell, import or otherwise commercialize products that comprise: (i) a Terminated Target Licensed Products (or, if the termination pertains to a single Licensed Product, only the XOMA Know-How applicable to such Licensed Product) not previously transferred by it to MLNM reasonably necessary for the practice of the license rights granted to MLNM under this Agreement, (d) XOMA-US and if GSK has expressly granted such rights XOMA-Ireland shall transfer to FivePrime in accordance with Section 10.6.1(c)MLNM all regulatory applications, a GSK Alternative Terminated Target) or a fragment or derivative thereof; (ii) a sequence variant of a Terminated Target regulatory approvals, orphan drug designations, trademarks and tradenames for Licensed Products (or, if the termination pertains to only a single Licensed Product, only that applicable to such Licensed Product) in its possession, and if GSK has expressly granted such rights (e) XOMA-US and XOMA-Ireland shall promptly return to FivePrime in accordance with Section 10.6.1(c)MLNM all tangible MLNM Know-How and Confidential Information, a GSK Alternative Terminated Target), or a fragment or derivative of such sequence variant; (iii) a compound, protein, antibody or peptide in any form that inhibits, activates or otherwise modulates relating to the activity of a Terminated Target Licensed Products (or, if applicable and if GSK has expressly granted such rights the termination pertains to FivePrime in accordance with Section 10.6.1(c)only a single Licensed Product, a GSK Alternative Terminated Target) or its sequence variant, fragment or derivative; or (iv) a nucleic acid-containing molecule comprising a nucleotide sequence that encodes any of only the molecules described in (i)-(iii) above. To the extent the GSK Licensed Product MLNM Know-How relates to the manufacture of any of the foregoing, the license granted herein applicable to such GSK Licensed Product Know-How shall be non-exclusive. To the extent that there are inventions that are not claimed in a Patent at the time of termination and that GSK determines, in its sole discretion, not to protect as a trade secret or Know-How and that are directed to the Terminated Product (excluding GSK Alternative Terminated ProductsProduct), GSK will file or allow FivePrime to file a Patent directed to such inventions at FivePrime’s sole expense. GSK will, at the request of FivePrime, reasonably cooperate to execute and cause its Affiliates to execute all documents necessary for the FivePrime to file such Patent for Terminated Products.