Common use of Effect of Termination Except under Section 6 Clause in Contracts

Effect of Termination Except under Section 6. 2. Upon the termination of this Agreement prior to expiration of the Term for any reason except pursuant to Section 6.2: (a) the Sublicense to the Patent Rights and Exhibit D Patents will terminate; (b) [***] (c) Company will pay to Cellscript all amounts, including accrued interest, owed to Cellscript under this Agreement through the date of termination, including royalties on Licensed Products invoiced or shipped through the date of termination and any sell off period permitted by Section 6.6, whether or not payment is received prior to termination or expiration of the sell off period permitted by Section 6.6; (d) Company will, at Cellscript’s request, return to Cellscript all confidential information of Cellscript (if any) related to exploitation of Patent Rights and Exhibit D Patents and [***]; (e) in the case of termination under Section 6.3, all duties of Cellscript and all rights (but not duties) of Company under this Agreement immediately terminate without further action required by either Cellscript or Company; and (f) all outstanding Third Party sublicenses, to the extent each is not in default, will be assigned by Company to Cellscript, [***], and each Third Party sublicense agreement will remain in full force and effect [***], but the duties and obligations of Cellscript under the [***] sublicense agreements will not be greater than the duties of Cellscript under this Agreement and the rights of Cellscript under the [***] sublicenses will not be less than those of Cellscript under this Agreement, including [***]. Notwithstanding the foregoing, in the event the Cellscript Sublicense Agreement is terminated and said termination of the Cellscript Sublicense Agreement is not due to any act or omission of Company or its Affiliates or Third Party sublicensees and, to the extent the Company is not in default under the Sublicense, Cellscript will assign this Agreement to mRNA RiboTherapeutics, such assignment will be accepted by mRNA RiboTherapeutics and this Agreement and each of Company’s further sublicense agreements, to the extent each said further sublicense is not in default, will remain in full force and effect (including with respect to the sublicensed Exhibit A-1 Patent Rights and Exhibit A-2 Patent Rights and Exhibit D Patents), with mRNA RiboTherapeutics as the sublicensor to Company instead of Cellscript, but the duties and obligations of mRNA RiboTherapeutics under the assigned Sublicense and the Company’s further sublicenses will not be greater than the duties of Cellscript under this Agreement, and the rights of mRNA RiboTherapeutics under the assigned Sublicense and Company’s further sublicenses will not be less than the rights of Cellscript under this Agreement, [***].

Effect of Termination Except under Section 6. 2. Upon the termination of this Agreement prior to expiration of the Term for any reason except pursuant to Section 6.2: (a) the Sublicense to the Patent Rights and Exhibit D Patents will terminate; (b) [***] Company and all its Affiliates will cease all making, having made, using, importing, offering for sale and selling of all Licensed Products with respect to Patent Rights and Exhibit D Patents under the Sublicense, except to the extent permitted by Section 6.5.1(f) and Section 6.6; (c) Company will pay to Cellscript all amounts, including accrued interest, owed to Cellscript under this Agreement through the date of termination, including royalties on Licensed Products invoiced or shipped through the date of termination and any sell off period permitted by Section 6.6, whether or not payment is received prior to termination or expiration of the sell off period permitted by Section 6.6; (d) Company will, at Cellscript’s request, return to Cellscript all confidential information Confidential Information of Cellscript (if any) related to exploitation of Patent Rights and Exhibit D Patents and [***]provide to Cellscript one summary of all work related thereto for Licensed Products generated by Company during the Term in order to facilitate the further development of the technology licensed under this Agreement; (e) in the case of termination under Section 6.3, all duties of Cellscript and all rights (but not duties) of Company under this Agreement immediately terminate without further action required by either Cellscript or Company; and (f) all outstanding Third Party sublicenses, to the extent each is not in default, will be assigned by Company to Cellscript, [***]such assignment will be accepted by Cellscript, and each Third Party sublicense agreement will remain in full force and effect [***]with Cellscript as the sublicensor instead of Company, but the duties and obligations of Cellscript under the [***] assigned sublicense agreements will not be greater than the duties of Cellscript under this Agreement and the rights of Cellscript under the [***] assigned sublicenses will not be less than those of Cellscript under this Agreement, including all financial consideration and other rights of Cellscript, and Cellscript may, at its sole discretion, amend such assigned agreements to contain terms and conditions found in this Agreement. [***]. Notwithstanding the foregoing, in the event the Cellscript Sublicense Agreement is terminated and said termination of the Cellscript Sublicense Agreement is not due to any act or omission of Company or its Affiliates or Third Party sublicensees and, to the extent the Company is not in default under the Sublicense, Cellscript will assign this Agreement to mRNA RiboTherapeutics, such assignment will be accepted by mRNA RiboTherapeutics and this Agreement and each of Company’s further sublicense agreements, to the extent each said further sublicense is not in default, will remain in full force and effect (including with respect to the sublicensed Exhibit A-1 Patent Rights and Exhibit A-2 Patent Rights and Exhibit D Patents), with mRNA RiboTherapeutics as the sublicensor to Company instead of Cellscript, but the duties and obligations of mRNA RiboTherapeutics under the assigned Sublicense and the Company’s further sublicenses will not be greater than the duties of Cellscript under this Agreement, and the rights of mRNA RiboTherapeutics under the assigned Sublicense and Company’s further sublicenses will not be less than the rights of Cellscript under this Agreement, [***].