Common use of Effect of Expiration of the Term Clause in Contracts

Effect of Expiration of the Term. (a) Following the expiration of the Term with respect to a Licensed Product in a country pursuant to Section 12.1.1, subject to the terms and conditions of this Agreement, GSK shall have an exclusive, fully-paid and royalty-free, right and license, with the right to grant sublicenses, under all of ChemoCentryx’s rights in and to the ChemoCentryx Technology solely to continue to make, have made, use, sell, offer to sell and import Licensed Products in the Field in such country, for so long as it continues to do so. (b) Following expiration of the Term in its entirety pursuant to Section 12.1.2, subject to the terms and conditions of this Agreement, GSK shall have an exclusive, fully-paid and royalty-free, right and license, with the right to grant sublicenses, under all of ChemoCentryx’s rights in and to the ChemoCentryx Technology solely to continue to make, have made, use, sell, offer to sell and import Licensed Products in the Field in the Territory, for so long as it continues to do so. Following the expiration of the Term in its entirety pursuant to Section 12.1.2, subject to the terms and conditions of this Agreement, ChemoCentryx shall have an exclusive, fully-paid and royalty-free, right and license, with the right to grant sublicenses, under GSK Technology solely as necessary to continue to make, have made, use, sell, offer to sell, and import Returned Licensed Product for so long as it continues to do so. (c) Following expiration of the Term in its entirety pursuant to Section 12.1.3, subject to the terms and conditions of this Agreement, GSK shall have no further rights in, or options to, any Collaboration Compounds, and all licenses granted hereunder to GSK shall terminate and be of no further force and effect.

Effect of Expiration of the Term. (a) Following the expiration of the Agreement Term with respect to a Licensed Product (including any Refused Candidate Product or Returned Licensed Product) in a country pursuant to Section 12.1.1, (i) if GSK is the Commercializing Party, the license granted to GSK pursuant to Section 5.2.1 with respect to such Licensed Product shall convert to an exclusive (subject to the terms clause (iii) and conditions of this Agreement, GSK shall have an exclusivesubparagraph (b) below), fully-paid and royalty-free, right and license, with the right to grant sublicensessublicenses (as set forth in Section 5.2.2), under all of ChemoCentryx’s Regulus’ rights in and to the ChemoCentryx Regulus Technology solely and the Collaboration Technology, to continue to makeDevelop, have made, use, sell, offer to sell Manufacture and import Commercialize such Licensed Products Product in the Field in such country, for so long as it continues to do so. ; (ii) if Regulus is the Commercializing Party, the license granted to Regulus pursuant to Section 5.1.2 or 5.1.3, as applicable, with respect to such Refused Candidate Product or Returned Licensed Product, respectively, shall convert to an exclusive (subject to clause (iii) and subparagraph (b) Following expiration of the Term in its entirety pursuant to Section 12.1.2, subject to the terms and conditions of this Agreement, GSK shall have an exclusivebelow), fully-paid and royalty-free, right and license, with the right to grant sublicensessublicenses (as set forth in Section 5.1.4), under all of ChemoCentryxGSK’s rights in and to the ChemoCentryx GSK Technology and the Collaboration Technology, solely as necessary to continue to makeDevelop, have made, use, sell, offer to sell Manufacture and import Commercialize such Refused Candidate Product or Returned Licensed Products Product in the Field in the Territorysuch country, for so long as it continues to do so. Following the expiration of the Term in its entirety ; and (iii) any remaining exclusivity obligation under Sections 7.1 and 7.2 (it being understood that such exclusivity obligations may have terminated earlier pursuant to Section 12.1.212.7 below) shall no longer apply to bind or restrict either Party or its Affiliates, or Regulus’ Parent Companies, with respect to the Collaboration Target against which such Licensed Product, or Refused Candidate Product or Returned Licensed Product, as the case may be, is directed, provided, however, that if there are other Licensed Products being Developed, Manufactured and/or Commercialized by the Commercializing Party that are directed to such Collaboration Target, and the Agreement Term remains in effect with respect to such Licensed Products, then, subject to the terms and conditions remainder of this AgreementArticle 12, ChemoCentryx this clause (iii) shall have an exclusive, fully-paid not apply unless and royalty-free, right and license, until the Agreement Term has expired with the right respect to grant sublicenses, under GSK Technology solely as necessary to continue to make, have made, use, sell, offer to sell, and import Returned all such Licensed Product for so long as it continues to do soProducts. (b) [Intentionally Left Blank] (c) Following expiration Where GSK declines to exercise all of its Program Options for a given Program, on a Program-by-Program basis, on or before the end of the Term in its entirety applicable PoC Option Exercise Period, then, following the lapse of such Program Options with respect to such Program pursuant to Section 12.1.3, subject to the applicable terms and conditions of this Agreement, (i) such Program(s) shall be deemed terminated hereunder, (ii) the exclusive license granted to Regulus pursuant to Section 5.1.2 shall apply with respect to any Refused Candidates and Refused Candidate Products resulting from such terminated Program(s), (iii) Regulus shall be obligated to make Reverse Royalty payments to GSK in accordance with Section 6.7 with respect to any Refused Candidate Products resulting from such terminated Program(s), (iv) GSK shall have no further rights in, or options to, any Collaboration CompoundsCompounds Developed under (or Licensed Products resulting from) such terminated Program(s), and (v) Regulus shall have no further obligation to GSK to perform any Development activities hereunder with respect to such Program(s), (vi) Regulus shall not be required to comply with any diligence obligations with respect to any Refused Candidates or Refused Candidate Products resulting from such terminated Program(s), (vii) all licenses granted hereunder to GSK with respect to such Program(s), or any Collaboration Compounds Developed under (or Licensed Products resulting from) such terminated Program(s), shall terminate and be of no further force and effect, (viii) any remaining exclusivity obligation set forth in Section 7.1 or 7.2 shall terminate with respect to the Collaboration Target to which such terminated Program(s) was directed, and (ix) during a period not to exceed [...***...] months thereafter, GSK will promptly deliver or disclose, as appropriate, to Regulus, at no cost to Regulus, (A) all the pre-clinical and clinical data and results (including pharmacology, toxicology, emulation and stability studies), adverse event data, protocol results, analytical methodologies, arising from the Enabling Studies, (B) copies of patent applications and patents included within GSK Enabling Studies Patents, and (C) regulatory filings (including all relevant INDs and Regulatory Approvals), regulatory documentation, regulatory correspondence, and applicable reference standards with respect to the Enabling Studies, ownership of which regulatory filings shall be transferred to Regulus or, if such transfer is not reasonably practical, a right of reference shall be granted to Regulus.

Effect of Expiration of the Term. (a) Following the expiration of the Agreement Term with respect to a Licensed Product (including any Refused Candidate Product or Returned Licensed Product) in a country pursuant to Section 12.1.1, (i) if GSK is the Commercializing Party, the license granted to GSK pursuant to Section 5.2.1 with respect to such Licensed Product shall convert to an exclusive (subject to the terms clause (iii) and conditions of this Agreement, GSK shall have an exclusivesubparagraph (b) below), fully-paid and royalty-free, right and license, with the right to grant sublicensessublicenses (as set forth in Section 5.2.2), under all of ChemoCentryx’s Regulus’ rights in and to the ChemoCentryx Regulus Technology solely and the Collaboration Technology, to continue to makeDevelop, have made, use, sell, offer to sell Manufacture and import Commercialize such Licensed Products Product in the Field in such country, for so long as it continues to do so. ; (ii) if Regulus is the Commercializing Party, the license granted to Regulus pursuant to Section 5.1.2 or 5.1.3, as applicable, with respect to such Refused Candidate Product or Returned Licensed Product, respectively, shall convert to an exclusive (subject to clause (iii) and subparagraph (b) Following expiration of the Term in its entirety pursuant to Section 12.1.2, subject to the terms and conditions of this Agreement, GSK shall have an exclusivebelow), fully-paid and royalty-free, right and license, with the right to grant sublicensessublicenses (as set forth in Section 5.1.4), under all of ChemoCentryxGSK’s rights in and to the ChemoCentryx GSK Technology and the Collaboration Technology, solely as necessary to continue to makeDevelop, have made, use, sell, offer to sell Manufacture and import Commercialize such Refused Candidate Product or Returned Licensed Products Product in the Field in the Territorysuch country, for so long as it continues to do so. Following the expiration of the Term in its entirety ; and (iii) any remaining exclusivity obligation under Sections 7.1 and 7.2 (it being understood that such exclusivity obligations may have terminated earlier pursuant to Section 12.1.212.7 below) shall no longer apply to bind or restrict either Party or its Affiliates, or Regulus’ Parent Companies, with respect to the Collaboration Target against which such Licensed Product, or Refused Candidate Product or Returned Licensed Product, as the case may be, is directed, provided, however, that if there are other Licensed Products being Developed, Manufactured and/or Commercialized by the Commercializing Party that are directed to such Collaboration Target, and the Agreement Term remains in effect with respect to such Licensed Products, then, subject to the terms and conditions remainder of this AgreementArticle 12, ChemoCentryx this clause (iii) shall have an exclusive, fully-paid not apply unless and royalty-free, right and license, until the Agreement Term has expired with the right respect to grant sublicenses, under GSK Technology solely as necessary to continue to make, have made, use, sell, offer to sell, and import Returned all such Licensed Product for so long as it continues to do soProducts. (b) [Intentionally Left Blank] (c) Following expiration Where GSK declines to exercise all of its Program Options for a given Program, on a Program-by-Program basis, on or before the end of the Term in its entirety applicable PoC Option Exercise Period, then, following the lapse of such Program Options with respect to such Program pursuant to Section 12.1.3, subject to the applicable terms and conditions of this Agreement, (i) such Program(s) shall be deemed terminated hereunder, (ii) the exclusive license granted to Regulus pursuant to Section 5.1.2 shall apply with respect to any Refused Candidates and Refused Candidate Products resulting from such terminated Program(s), (iii) Regulus shall be obligated to make Reverse Royalty payments to GSK in accordance with Section 6.7 with respect to any Refused Candidate Products resulting from such terminated Program(s), (iv) GSK shall have no further rights in, or options to, any Collaboration CompoundsCompounds Developed under (or Licensed Products resulting from) such terminated Program(s), and (v) Regulus shall have no further obligation to GSK to perform any Development activities hereunder with respect to such Program(s), (vi) Regulus shall not be required to comply with any diligence obligations with respect to any Refused Candidates or Refused Candidate Products resulting from such terminated Program(s), (vii) all licenses granted hereunder to GSK with respect to such Program(s), or any Collaboration Compounds Developed under (or Licensed Products resulting from) such terminated Program(s), shall terminate and be of no further force and effect, (viii) any remaining exclusivity obligation set forth in Section 7.1 or 7.2 shall terminate with respect to the Collaboration Target to which such terminated Program(s) was directed, and (ix) during a period not to exceed [***] months thereafter, GSK will promptly deliver or disclose, as appropriate, to Regulus, at no cost to Regulus, (A) all the pre-clinical and clinical data and results (including pharmacology, toxicology, emulation and stability studies), adverse event data, protocol results, analytical methodologies, arising from the Enabling Studies, (B) copies of patent applications and patents included within GSK Enabling Studies Patents, and (C) regulatory filings (including all relevant INDs and Regulatory Approvals), regulatory documentation, regulatory correspondence, and applicable reference standards with respect to the Enabling Studies, ownership of which regulatory filings shall be transferred to Regulus or, if such transfer is not reasonably practical, a right of reference shall be granted to Regulus.