Common use of Consequences of Termination by Takeda Clause in Contracts

Consequences of Termination by Takeda. In the event of termination of this Agreement by Takeda pursuant to Section 12.2.1 (for material breach), Section 12.4 (for insolvency) or Section 12.5 (for challenge): (a) Notwithstanding anything contained in this Agreement to the contrary, all rights and licenses granted herein to Orexigen shall terminate, and, upon Takeda’s request, Orexigen shall cease any and all Development, Manufacturing, and Commercialization activities with respect to all Products; (b) Takeda will thereafter have all rights previously licensed to Orexigen hereunder, itself or with a Third Party or through a Third Party sublicensee, to Develop and Commercialize any and all Products at Takeda’s sole discretion; (c) all licenses granted to Takeda shall continue in full force, in accordance with the terms and conditions of this Agreement, provided, however, notwithstanding anything to the contrary contained herein, such licenses shall survive the Term and Orexigen’s reservation of rights contained in Section 6.1 shall cease; (d) the JSC shall coordinate the wind-down of Orexigen’s efforts under this Agreement and Orexigen, as soon as reasonably practical after the effective date of such termination, will provide to Takeda, as applicable and to the extent permitted under any applicable Third Party contract, (i) any information, materials, and data, including copies of all Clinical Trial data and results, and all other information, and the like developed by or for the benefit of Orexigen relating to Products in the Territory, and (ii) other documents to the extent relating to Products that are necessary in the continued Development and Commercialization of Products (including material documents and agreements relating to the sourcing and Manufacture of a Product or, to the extent the First Commercial Sale of a Product has occurred, for sale, promotion, distribution, sale or use of such Product) throughout the Territory. Orexigen will cooperate with Takeda to provide a transfer of such material information, materials, data, and documents. At Takeda’s request, Orexigen shall assign to Takeda any and all Collaboration Patents and agreements to which Orexigen or its Affiliate and a Third Party are parties and that govern Development, Commercialization and Manufacturing activities conducted in or for the Territory in connection with Products for the Territory prior to such termination, or if such assignment is not permitted under the relevant agreement or if Orexigen conducts activities in or for countries outside of the Territory under such agreement, (A) grant to Takeda other rights to provide to Takeda the benefit of such non-assignable agreement, at Takeda’s expense, to the extent permitted under the terms of such non-assignable agreement or (B) to the extent not - 70 - permitted under the terms of such non-assignable agreement, the Parties shall discuss in good faith an alternative solution to enable Takeda to receive, at Takeda’s expense, the benefit of the terms of such non-assignable agreement; (e) Article 7 shall survive, provided, however, [***]payment obligations under [***] shall be reduced by [***] percent ([***]%); and (f) Takeda shall use Commercially Reasonable Efforts to Develop and Commercialize a Product in the Territory or, if Takeda does not materially perform such obligation, Orexigen shall have the right to terminate the licenses granted to Takeda in Article 6 as if Takeda were committing a material breach of this Agreement, as provided in Section 12.2.

Consequences of Termination by Takeda. In the event of termination of this Agreement by Takeda pursuant to Section 12.2.1 (for material breach), Section 12.4 (for insolvency) or Section 12.5 (for challenge): (a) Notwithstanding anything contained in this Agreement to the contrary, all rights and licenses granted herein to Orexigen shall terminate, and, upon Takeda’s request, Orexigen shall cease any and all Development, Manufacturing, and Commercialization activities with respect to all Products; (b) Takeda will thereafter have all rights previously licensed to Orexigen hereunder, itself or with a Third Party or through a Third Party sublicensee, to Develop and Commercialize any and all Products at Takeda’s sole discretion; (c) all licenses granted to Takeda shall continue in full force, in accordance with the terms and conditions of this Agreement, provided, however, notwithstanding anything to the contrary contained herein, such licenses shall survive the Term and Orexigen’s reservation of rights contained in Section 6.1 shall cease; (d) the JSC shall coordinate the wind-down of Orexigen’s efforts under this Agreement and Orexigen, as soon as reasonably practical after the effective date of such termination, will provide to Takeda, as applicable and to the extent permitted under any applicable Third Party contract, (i) any information, materials, and data, including copies of all Clinical Trial data and results, and all other information, and the like developed by or for the benefit of Orexigen relating to Products in the Territory, and (ii) other documents to the extent relating to Products that are necessary in the continued Development and Commercialization of Products (including material documents and agreements relating to the sourcing and Manufacture of a Product or, to the extent the First Commercial Sale of a Product has occurred, for sale, promotion, distribution, sale or use of such Product) throughout the Territory. Orexigen will cooperate with Takeda to provide a transfer of such material information, materials, data, and documents. At Takeda’s request, Orexigen shall assign to Takeda any and all Collaboration Patents and agreements to which Orexigen or its Affiliate and a Third Party are parties and that govern Development, Commercialization and Manufacturing activities conducted in or for the Territory in connection with Products for the Territory prior to such termination, or if such assignment is not permitted under the relevant agreement or if Orexigen conducts activities in or for countries outside of the Territory under such agreement, (A) grant to Takeda other rights to provide to Takeda the benefit of such non-assignable agreement, at Takeda’s expense, to the extent permitted under the terms of such non-assignable agreement or (B) to the extent not - 70 - permitted under the terms of such non-assignable agreement, the Parties shall discuss in good faith an alternative solution to enable Takeda to receive, at Takeda’s expense, the benefit of the terms of such non-assignable agreement; (e) Article 7 shall survive, provided, however, [***]payment obligations under [***] shall be reduced by [***] percent ([***]%); and (f) Takeda shall use Commercially Reasonable Efforts to Develop and Commercialize a Product in the Territory or, if Takeda does not materially perform such obligation, Orexigen shall have the right to terminate the licenses granted to Takeda in Article 6 as if Takeda were committing a material breach of this Agreement, as provided in Section 12.2.

Consequences of Termination by Takeda. In the event of termination of this Agreement by Takeda pursuant to Section 12.2.1 (for material breach), Section 12.4 (for insolvency) or Section 12.5 (for challenge): (a) Notwithstanding anything contained in this Agreement to the contrary, all rights and licenses granted herein to Orexigen shall terminate, and, upon Takeda’s request, Orexigen shall cease any and all Development, Manufacturing, and Commercialization activities with respect to all Products; (b) Takeda will thereafter have all rights previously licensed to Orexigen hereunder, itself or with a Third Party or through a Third Party sublicensee, to Develop and Commercialize any and all Products at Takeda’s sole discretion; (c) all licenses granted to Takeda shall continue in full force, in accordance with the terms and conditions of this Agreement, provided, however, notwithstanding anything to the contrary contained herein, such licenses shall survive the Term and Orexigen’s reservation of rights contained in Section 6.1 shall cease; (d) the JSC shall coordinate the wind-down of Orexigen’s efforts under this Agreement and Orexigen, as soon as reasonably practical after the effective date of such termination, will provide to Takeda, as applicable and to the extent permitted under any applicable Third Party contract, (i) any information, materials, and data, including copies of all Clinical Trial data and results, and all other information, and the like developed by or for the benefit of Orexigen relating to Products in the Territory, and (ii) other documents to the extent relating to Products that are necessary in the continued Development and Commercialization of Products (including material documents and agreements relating to the sourcing and Manufacture of a Product or, to the extent the First Commercial Sale of a Product has occurred, for sale, promotion, distribution, sale or use of such Product) throughout the Territory. Orexigen will cooperate with Takeda to provide a transfer of such material information, materials, data, and documents. At Takeda’s request, Orexigen shall assign to Takeda any and all Collaboration Patents and agreements to which Orexigen or its Affiliate and a Third Party are parties and that govern Development, Commercialization and Manufacturing activities conducted in or for the Territory in connection with Products for the Territory prior to such termination, or if such assignment is not permitted under the relevant agreement or if Orexigen conducts activities in or for countries outside of the Territory under such agreement, (A) grant to Takeda other rights to provide to Takeda the benefit of such non-assignable agreement, at Takeda’s expense, to the extent permitted under the terms of such non-assignable agreement or (B) to the extent not - 70 - permitted under the terms of such non-assignable agreement, the Parties shall discuss in good faith an alternative solution to enable Takeda to receive, at Takeda’s expense, the benefit of the terms of such non-assignable agreement; (e) Article 7 shall survive, provided, however, […***]…] payment obligations under […***…] shall be reduced by […***…] percent ([…***…]%); and (f) Takeda shall use Commercially Reasonable Efforts to Develop and Commercialize a Product in the Territory or, if Takeda does not materially perform such obligation, Orexigen shall have the right to terminate the licenses granted to Takeda in Article 6 as if Takeda were committing a material breach of this Agreement, as provided in Section 12.2.

Consequences of Termination by Takeda. In the event of termination of this Agreement by Takeda pursuant to Section 12.2.1 (for material breach), Section 12.4 (for insolvency) or Section 12.5 (for challenge): (a) Notwithstanding anything contained in this Agreement to the contrary, all rights and licenses granted herein to Orexigen shall terminate, and, upon Takeda’s request, Orexigen shall cease any and all Development, Manufacturing, and Commercialization activities with respect to all Products; (b) Takeda will thereafter have all rights previously licensed to Orexigen hereunder, itself or with a Third Party or through a Third Party sublicensee, to Develop and Commercialize any and all Products at Takeda’s sole discretion; (c) all licenses granted to Takeda shall continue in full force, in accordance with the terms and conditions of this Agreement, provided, however, notwithstanding anything to the contrary contained herein, such licenses shall survive the Term and Orexigen’s reservation of rights contained in Section 6.1 shall cease; (d) the JSC shall coordinate the wind-down of Orexigen’s efforts under this Agreement and Orexigen, as soon as reasonably practical after the effective date of such termination, will provide to Takeda, as applicable and to the extent permitted under any applicable Third Party contract, (i) any information, materials, and data, including copies of all Clinical Trial data and results, and all other information, and the like developed by or for the benefit of Orexigen relating to Products in the Territory, and (ii) other documents to the extent relating to Products that are necessary in the continued Development and Commercialization of Products (including material documents and agreements relating to the sourcing and Manufacture of a Product or, to the extent the First Commercial Sale of a Product has occurred, for sale, promotion, distribution, sale or use of such Product) throughout the Territory. Orexigen will cooperate with Takeda to provide a transfer of such material information, materials, data, and documents. At Takeda’s request, Orexigen shall assign to Takeda any and all Collaboration Patents and agreements to which Orexigen or its Affiliate and a Third Party are parties and that govern Development, Commercialization and Manufacturing activities conducted in or for the Territory in connection with Products for the Territory prior to such termination, or if such assignment is not permitted under the relevant agreement or if Orexigen conducts activities in or for countries outside of the Territory under such agreement, (A) grant to Takeda other rights to provide to Takeda the benefit of such non-assignable agreement, at Takeda’s expense, to the extent permitted under the terms of such non-assignable agreement or (B) to the extent not - 70 - permitted under the terms of such non-assignable agreement, the Parties shall discuss in good faith an alternative solution to enable Takeda to receive, at Takeda’s expense, the benefit of the terms of such non-assignable agreement; (e) Article 7 shall survive, provided, however, [***]any and all payment obligations under [***] the provisions of Article 7 shall be reduced by [***] thirty-five percent ([***]35%); and (f) Takeda shall use Commercially Reasonable Efforts to Develop and Commercialize a Product in the Territory or, if Takeda does not materially perform such obligation, Orexigen shall have the right to terminate the licenses granted to Takeda in Article 6 as if Takeda were committing a material breach of this Agreement, as provided in Section 12.2.