Common use of Effect of Certain Terminations Clause in Contracts

Effect of Certain Terminations. Upon termination of this Agreement by Bayer pursuant to Section 9.2 or 9.4 or by Aegerion pursuant to Section 9.3, or with respect to each applicable product and country as to which termination occurs pursuant to Section 9.2 (the rights and obligations of the Parties as to the remaining products and countries in which termination under Section 9.2 has not occurred, being unaffected by such termination), all rights and licenses granted to Aegerion in Section 2 shall terminate with respect to each such terminated product and country, with all rights of Aegerion under Bayer Patent Rights for each such terminated product and country reverting to Bayer, and Section 2.2(b) shall apply to all Sublicensees in each such terminated country for each such terminated product. Further, upon any such termination and at Bayer’s reasonable request, on a country-by-country and product-by-product basis, Aegerion shall grant to Bayer a license to use, and shall provide to Bayer a copy of, all regulatory approvals, data, filings and correspondence (including DMFs) then in Aegerion’s Control relating to such product and applicable to such country, but only for the continued development and commercialization of such product in such country, and provided that (i) all such information shall be treated as Confidential Information of Aegerion hereunder, (ii) such license and use shall be subject to any rights of any Sublicensees that survive any such termination as contemplated by Section 2.2(b) and this Section 9 (including, if such Sublicensee is an exclusive sublicensee for such product in such country, then there shall not be any such license nor any provision of such information by Aegerion but such Sublicensee shall agree to be bound to Bayer in place of Aegerion for purposes of this sentence), and (iii) if such termination occurs after Aegerion or any of its Affiliates or Sublicensees has filed for an NDA or its foreign equivalent or has obtained regulatory approval or has made a First Commercial Sale for such product in such country, then Bayer shall pay to Aegerion commercially reasonable royalties in an amount to be agreed to by the Parties on sales of such product in such country to reflect the investment in and value contributed by Aegerion and its Affiliates and Sublicensees to the development and commercialization of such product.

Effect of Certain Terminations. Upon termination of this Agreement by Bayer CKD pursuant to Section 9.2 or 9.4 9A or by Aegerion Zafgen pursuant to Section 9.3, or with respect to each applicable product and country as to which termination occurs pursuant to Section 9.2 (the rights and obligations of the Parties as to the remaining products and countries in which termination under Section 9.2 has not occurred, being unaffected by such termination), all rights and licenses granted to Aegerion Zafgen in Section 2 shall terminate with respect to each such terminated product and country, with all rights of Aegerion Zafgen under Bayer CKD Patent Rights for each such terminated product and country reverting to BayerCKD, and Section 2.2(b) shall apply to all Sublicensees in each such terminated country for each such terminated product. Further, upon any such termination and at BayerCKD’s reasonable request, on a country-by-country and product-by-product basis, Aegerion Zafgen shall grant to Bayer CKD a license to use, and shall provide to Bayer CKD a copy of, all regulatory approvals, data, filings and correspondence (including DMFs) then in AegerionZafgen’s Control relating to such product and applicable to such country, but only for the continued development and commercialization of such product in such country, and provided that (i) all such information shall be treated as Confidential Information of Aegerion Zafgen hereunder, (ii) such license and use shall be subject to any rights of any Sublicensees that survive any such termination as contemplated by Section 2.2(b) and this Section 9 (including, if such Sublicensee is an exclusive sublicensee for such product in such country, then there shall not be any such license nor any provision of such information by Aegerion Zafgen but such Sublicensee shall agree to be bound to Bayer CKD in place of Aegerion Zafgen for purposes of this sentence), and (iii) if such termination occurs after Aegerion Zafgen or any of its Affiliates or Sublicensees has filed for an NDA or its foreign equivalent or has obtained regulatory approval or has made a First Commercial Sale for such product in such country, then Bayer CKD shall pay to Aegerion Zafgen commercially reasonable royalties in an amount to be agreed to by the Parties on sales of such product in such country to reflect the investment in and value contributed by Aegerion Zafgen and its Affiliates and Sublicensees to the development and commercialization of such product.