Common use of Consequences of Early Termination Clause in Contracts

Consequences of Early Termination. In any event of early termination of this Agreement other than due to early termination by Licensee on account of material breach by Ipsen of any of its obligations under this Agreement, (A) all Licensed Rights granted by Ipsen to Licensee pursuant to Section 2.1 hereof shall terminate and Ipsen Licensed Know-How and Ipsen Licensed Patent Rights shall revert back to Ipsen at no cost for Ipsen and (B) all Licensee Know-How, Licensee Patent Rights and Licensee Joint Technology including without limitation preclinical, clinical and manufacturing data and improvements of Licensee with respect to Licensed Products, as well as all of the then ongoing development activities and manufacturing Know-How with respect to any Licensed Product (“Licensee IP”), shall be licensed to Ipsen or its designee, at Xxxxx’x request, pursuant to a written agreement to be negotiated in good faith by the Parties whereby Ipsen will compensate Licensee for such license of Licensee IP. Any such written agreement shall also provide that Ipsen will assume any and all obligations of Licensee to third parties relating to such Licensee IP. In the event the Parties cannot reach an agreement on the terms of such written agreement, the Parties agree to refer this matter to arbitration as per Article 16.

Consequences of Early Termination. In any event of early termination of this Agreement other than due to early termination by Licensee on account of material breach by Ipsen of any of its obligations under this Agreement, (A) all Licensed Rights granted by Ipsen to Licensee pursuant to Section 2.1 hereof shall terminate and Ipsen Licensed Know-How and Ipsen Licensed Patent Rights shall revert back to Ipsen at no cost for Ipsen and (B) all Licensee Know-How, Licensee Patent Rights and Licensee Joint Technology including without limitation preclinical, clinical and manufacturing data and improvements of Licensee with respect to Licensed Products, as well as all of the then ongoing development activities and manufacturing Know-How with respect to any Licensed Product (“Licensee IP”), shall be licensed to Ipsen or its designee, at Xxxxx’x request, pursuant to a written agreement to be negotiated in good faith by the Parties whereby Ipsen will compensate Licensee for such license of Licensee IP. Any such written agreement shall also provide that Ipsen will assume any and all obligations of Licensee to third parties relating to such Licensee IP. In the event the Parties cannot reach an agreement on the terms of such written agreement, the Parties agree to refer this matter to arbitration as per Article 16. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.