Common use of Conversion to Direct License with Shionogi Clause in Contracts

Conversion to Direct License with Shionogi. Subject always to the termination provisions of the Shionogi-MPP Agreement, in the event that the Shionogi-MPP Agreement is terminated prior to its term, this Agreement shall be converted into a direct license between Shionogi and Licensee, provided that (a) Licensee is in good standing under, and not in breach of, this Agreement, (b) Shionogi reserves its rights to terminate this Agreement on the same grounds as those having led to termination of the Shionogi-MPP Agreement or pursuant to any rights of termination specified in this Agreement and (c) the terms of this Agreement (as converted) shall be no more onerous upon Shionogi than the terms of the Shionogi-MPP Agreement. In the event of such conversion and upon Shionogi's request, Licensee shall agree in writing to such conversion and to perform all of its obligations under such direct license.

Conversion to Direct License with Shionogi. ‌ Subject always to the termination provisions of the Shionogi-MPP Agreement, in the event that the Shionogi-MPP Agreement is terminated prior to its term, this Agreement shall be converted into a direct license between Shionogi and Licensee, provided that (a) Licensee is in good standing under, and not in breach of, this Agreement, (b) Shionogi reserves its rights to terminate this Agreement on the same grounds as those having led to termination of the Shionogi-MPP Agreement or pursuant to any rights of termination specified in this Agreement and (c) the terms of this Agreement (as converted) shall be no more onerous upon Shionogi than the terms of the Shionogi-MPP Agreement. In the event of such conversion and upon ShionogiXxxxxxxx's request, Licensee shall agree in writing to such conversion and to perform all of its obligations under such direct license.