Common use of Effect of Termination of this Agreement Clause in Contracts

Effect of Termination of this Agreement. If this Agreement terminates for any reason (excluding expiration under Section 8.1), whether with respect to a particular Spyre Product, particular country or in its entirety, then the following shall apply: (a) All licenses and other rights granted by Paragon under this Agreement with respect to the terminated Spyre Product(s) and terminated country(ies) shall terminate, except as required for Spyre, its Affiliates and/or its Sublicensees to perform any of its obligations that survive termination, including to continue to complete or wind down (at [***] expense in the event of a termination by Spyre under Section 8.3) any ongoing clinical trials for any Spyre Product, as may be required by Applicable Law or ethical principles. (b) No later than [***] days after the effective date of such termination, each Party shall return or cause to be returned to the other Party, or destroy, all Confidential Information received from the other Party and all copies thereof related to the terminated Spyre Product(s) in the terminated country(ies); provided, however, that each Party may retain any Confidential Information reasonably necessary for such Party’s ongoing obligations and rights under this Agreement which do not terminate, and each Party may keep one (1) copy of Confidential Information received from the other Party in its confidential files for record purposes and such copy shall remain subject to Article VI of this Agreement. (c) Upon Paragon’s written request to Spyre (which must be provided to Spyre within [***] days after the effective date of termination), Paragon and Spyre shall [***] discuss [***], for a period of up to [***] days following such written request, terms and conditions under which Spyre may be willing to grant to Paragon [***], [***] license under the Spyre Intellectual Property to Develop, Manufacture, Commercialize or otherwise exploit the terminated Spyre Products in the Field in the terminated countries that were the subject of any Development, Manufacturing or Commercialization activities performed by Spyre or its Affiliates under this Agreement prior to such termination, (“Reversion Products”), as well as the potential transfer of materials, ongoing clinical trials, and applicable regulatory filings and relevant data generated by Spyre with respect to the Reversion Products and necessary for the continued Development, Manufacture, Commercialization and exploitation of such Reversion Products, such agreement to include commercially reasonable financial and other terms, which terms shall take into consideration Spyre’s contributions made in the Development, Manufacture, Commercialization and other exploitation of the Reversion Products, provided, that Spyre is under no obligation to enter into such license.

Effect of Termination of this Agreement. If this Agreement terminates for any reason (excluding expiration under Section 8.19.1), whether with respect to a particular Spyre Product, particular country country, or in its entirety, then the following shall apply: (a) All licenses and other rights granted by Paragon under this Agreement pursuant to Section 2.1 with respect to the terminated Spyre Product(s) and terminated country(ies) shall terminate, except as required for SpyreApogee, its Affiliates Affiliates, and/or its Sublicensees to perform any of its obligations that survive termination, including to continue to complete or wind down (at [***] expense in the event of a termination by Spyre under Section 8.3) any ongoing clinical trials for any Spyre Product, as may be required by Applicable Law or ethical principles. (b) No later than [***] days after the effective date of such termination, each Party shall return or cause to be returned to the other Party, or destroy, all Confidential Information received from the other Party and all copies thereof related to the terminated Spyre Product(s) in the terminated country(ies); provided, however, that each Party may retain any Confidential Information reasonably necessary for such Party’s ongoing obligations and rights under this Agreement which do not terminate, and each Party may keep one (1) copy of Confidential Information received from the other Party in its confidential files for record purposes and such copy shall remain subject to Article VI VII of this Agreement. (c) Upon Paragon’s written request to Spyre If this Agreement is terminated in its entirety, then, upon [***], (which must be provided to Spyre [***] within [***] days after the effective date of termination), (i) Apogee shall assign to Paragon all right, title, and interest in the Licensed Antibody Patents previously assigned to Apogee pursuant to Section 6.2, and (ii) Paragon and Spyre Apogee shall [***] discuss [***]in good faith, for a period of up to [***] days following such written request, terms and conditions under which Spyre Apogee may be willing to grant to Paragon a [***], [***] license under the Spyre Apogee Intellectual Property to Developto, Manufacturemake, Commercialize or have made, sell, offer for sale, have sold, import, export and otherwise exploit the terminated Spyre Products in the Field in the terminated countries Territory that were the subject of any Developmentresearch, Manufacturing Development or Commercialization activities performed by Spyre Apogee or its Affiliates under this Agreement prior to such termination, (“Reversion Products”), as well as the potential transfer of materials, ongoing clinical trials, and applicable regulatory filings and relevant data generated by Spyre Apogee with respect to the Reversion Products and necessary for the continued Development, Manufacture, Commercialization development and exploitation commercialization of such Reversion ProductsProduct, such agreement to include commercially reasonable financial and other terms, which terms shall take into consideration SpyreApogee’s contributions made in the Development, Manufacture, Commercialization and other exploitation of the Reversion Products, provided, that Spyre is under no obligation to enter into such license.

Effect of Termination of this Agreement. If this Agreement terminates for any reason (excluding expiration under Section 8.1), whether with respect to a particular Spyre Product, particular country or in its entirety, then the following shall apply: (a) All licenses and other rights granted by Paragon under this Agreement with respect to the terminated Spyre Product(s) and terminated country(ies) shall terminate, except as required for Spyre, its Affiliates and/or its Sublicensees to perform any of its obligations that survive termination, including to continue to complete or wind down (at [***] expense in the event of a termination by Spyre under Section 8.3) any ongoing clinical trials for any Spyre Product, as may be required by Applicable Law or ethical principles. (b) No later than [***] days after the effective date of such termination, each Party shall return or cause to be returned to the other Party, or destroy, all Confidential Information received from the other Party and all copies thereof related to the terminated Spyre Product(s) in the terminated country(ies); provided, however, that each Party may retain any Confidential Information reasonably necessary for such Party’s ongoing obligations and rights under this Agreement which do not terminate, and each Party may keep one (1) copy of Confidential Information received from the other Party in its confidential files for record purposes and such copy shall remain subject to Article VI of this Agreement. (c) Upon Paragon’s written request to Spyre (which must be provided to Spyre within [***] days after the effective date of termination), Paragon and Spyre shall [***] exclusively discuss [***], for a period of up to [***] days following such written request, terms and conditions under which Spyre may be willing to grant to Paragon an [***], [***] license under the Spyre Intellectual Property to Develop, Manufacture, Commercialize or otherwise exploit the terminated Spyre Products in the Field in the terminated countries that were the subject of any Development, Manufacturing or Commercialization activities performed by Spyre or its Affiliates under this Agreement prior to such termination, (“Reversion Products”), as well as the potential transfer of materials, ongoing clinical trials, and applicable regulatory filings and relevant data generated by Spyre with respect to the Reversion Products and necessary for the continued Development, Manufacture, Commercialization and exploitation of such Reversion Products, such agreement to include commercially reasonable financial and other terms, which terms shall take into consideration Spyre’s contributions made in the Development, Manufacture, Commercialization and other exploitation of the Reversion Products, provided, that Spyre is under no obligation to enter into such license.

Effect of Termination of this Agreement. If this Agreement terminates for any reason (excluding expiration under Section 8.1), whether with respect to a particular Spyre Product, particular country country, or in its entirety, then the following shall apply: (a) All licenses and other rights granted by Paragon under this Agreement pursuant to Section 2.1 with respect to the terminated Spyre Product(s) and terminated country(ies) shall terminate, except as required for SpyreApogee, its Affiliates Affiliates, and/or its Sublicensees to perform any of its obligations that survive termination, including to continue to complete or wind down (at [***] expense in the event of a termination by Spyre under Section 8.3) any ongoing clinical trials for any Spyre Product, as may be required by Applicable Law or ethical principles. (b) No later than [***] days after the effective date of such termination, each Party shall return or cause to be returned to the other Party, or destroy, all Confidential Information received from the other Party and all copies thereof related to the terminated Spyre Product(s) in the terminated country(ies); provided, however, that each Party may retain any Confidential Information reasonably necessary for such Party’s ongoing obligations and rights under this Agreement which do not terminate, and each Party may keep one (1) copy of Confidential Information received from the other Party in its confidential files for record purposes and such copy shall remain subject to Article VI of this Agreement. (c) Upon Paragon’s written request to Spyre If this Agreement is terminated in its entirety, then, upon [***], (which must be provided to Spyre [***] within [***] days after the effective date of termination), (i) Apogee shall assign to Paragon all right, title, and interest in the Licensed Antibody Patents previously assigned to Apogee pursuant to Section 5.2, and (ii) Paragon and Spyre Apogee shall [***] discuss [***]in good faith, for a period of up to [***] days following such written request, terms and conditions under which Spyre Apogee may be willing to grant to Paragon a [***], [***] license under the Spyre Apogee Intellectual Property to Developto, Manufacturemake, Commercialize or have made, sell, offer for sale, have sold, import, export and otherwise exploit the terminated Spyre Products in the Field in the terminated countries Territory that were the subject of any DevelopmentResearch, Manufacturing Development or Commercialization activities performed by Spyre Apogee or its Affiliates under this Agreement prior to such termination, (“Reversion Products”), as well as the potential transfer of materials, ongoing clinical trials, and applicable regulatory filings and relevant data generated by Spyre Apogee with respect to the Reversion Products and necessary for the continued Development, Manufacture, Commercialization development and exploitation commercialization of such Reversion ProductsProduct, such agreement to include commercially reasonable financial and other terms, which terms shall take into consideration SpyreApogee’s contributions made in the Development, Manufacture, Commercialization and other exploitation of the Reversion Products, provided, that Spyre is under no obligation to enter into such license.

Effect of Termination of this Agreement. If this Agreement terminates for any reason (excluding expiration under Section 8.1), whether with respect to a particular Spyre Product, particular country country, or in its entirety, then the following shall apply: (a) All licenses and other rights granted by Paragon under this Agreement pursuant to Section 2.1 with respect to the terminated Spyre Product(s) and terminated country(ies) shall terminate, except as required for SpyreApogee, its Affiliates Affiliates, and/or its Sublicensees to perform any of its obligations that survive termination, including to continue to complete or wind down (at [***] expense in the event of a termination by Spyre under Section 8.3) any ongoing clinical trials for any Spyre Product, as may be required by Applicable Law or ethical principles. (b) No later than [***] days after the effective date of such termination, each Party shall return or cause to be returned to the other Party, or destroy, all Confidential Information received from the other Party and all copies thereof related to the terminated Spyre Product(s) in the terminated country(ies); provided, however, that each Party may retain any Confidential Information reasonably necessary for such Party’s ongoing obligations and rights under this Agreement which do not terminate, and each Party may keep one (1) copy of Confidential Information received from the other Party in its confidential files for record purposes and such copy shall remain subject to Article VI of this Agreement. (c) Upon Paragon’s written request to Spyre If this Agreement is terminated in its entirety, then, upon [***] , (which must be provided to Spyre [***] within [***] days after the effective date of termination), (i) Apogee shall assign to Paragon all right, title, and interest in the Licensed Antibody Patents previously assigned to Apogee pursuant to Section 5.2, and (ii) Paragon and Spyre Apogee shall [***] discuss [***]in good faith, for a period of up to [***] days following such written request, terms and conditions under which Spyre Apogee may be willing to grant to Paragon a [***], [***] license under the Spyre Apogee Intellectual Property to Developmake, Manufacturehave made, Commercialize or sell, offer for sale, have sold, import, export and otherwise exploit the terminated Spyre Products in the Field in the terminated countries Territory that were the subject of any Developmentresearch, Manufacturing Development or Commercialization activities performed by Spyre Apogee or its Affiliates under this Agreement prior to such termination, (“Reversion Products”), as well as the potential transfer of materials, ongoing clinical trials, and applicable regulatory filings and relevant data generated by Spyre Apogee with respect to the Reversion Products and necessary for the continued Development, Manufacture, Commercialization development and exploitation commercialization of such Reversion ProductsProduct, such agreement to include commercially reasonable financial and other terms, which terms shall take into consideration SpyreApogee’s contributions made in the Development, Manufacture, Commercialization and other exploitation of the Reversion Products, provided, that Spyre is under no obligation to enter into such license.