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

Effect of Termination under Section 6. 2. Upon the termination of this Agreement under Section 6.2: (a) the Sublicense to Company and all further sublicenses to Affiliates and Third Parties terminate (except to the extent that said Third Party sublicenses become direct sublicenses of Cellscript pursuant to Section 6.5.2(e)); (b) Company, its Affiliates and Third Party sublicensees will cease all making, having made, using, importing, offering for sale and selling all Licensed Products under the Sublicense, except to the extent permitted pursuant to Section 6.5.2(e) 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, and (d) Company will, at Cellscript’s request, return to Cellscript all confidential information of Cellscript; and (e) all outstanding sublicenses of Company to Third Parties and all outstanding sublicenses of Company’s Affiliates to Third Parties, to the extent each is not in default, will be assigned by Company or its Affiliates to Cellscript (and Company will contractually obligate its Affiliates to make or cause such assignments and work with Cellscript to effect such assignments), and each such assigned sublicense agreement will remain in full force and effect (including for sublicensed Exhibit A-1 Patent Rights and Exhibit A-2 Patent Rights and Exhibit D Patents) 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 and obligations of Company under this Agreement, and the rights of Cellscript under the assigned sublicense agreements will not be less than the rights of Company under this Agreement, including all financial consideration and other rights of Company, and Cellscript may, at its sole discretion, amend such assigned sublicense agreements to contain financial or other terms and conditions found in this Agreement (excluding payment obligations which have already been satisfied by Company).

Effect of Termination under Section 6. 2. Upon the termination of this Agreement under Section 6.2: (a) the Sublicense to Company and all further sublicenses to Affiliates and Third Parties terminate (except to the extent that said Third Party sublicenses become direct sublicenses of Cellscript pursuant to Section 6.5.2(e)); [***] (b) Company, its Affiliates and Third Party sublicensees will cease all making, having made, using, importing, offering for sale and selling all Licensed Products under the Sublicense, except to the extent permitted pursuant to Section 6.5.2(e) 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, and (d) Company will, at Cellscript’s request, return to Cellscript all confidential information of Cellscript; and (e) all outstanding sublicenses of Company to Third Parties and all outstanding sublicenses of Company’s Affiliates to Third Parties, to the extent each is not in default, will be assigned by Company or its Affiliates [***] to Cellscript (and Company will contractually obligate its Affiliates to make or cause such assignments and work with Cellscript to effect such assignments)[***], and each such assigned [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED sublicense agreement will remain in full force and effect (including for sublicensed Exhibit A-1 Patent Rights and Exhibit A-2 Patent Rights and Exhibit D Patents) 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 and obligations of Company under this Agreement, and the rights of Cellscript under the assigned [***] sublicense agreements will not be less than the rights of Company under this Agreement, including all financial consideration and other rights of Company[***], and Cellscript may, at its sole discretion, amend such assigned sublicense agreements to contain financial or other terms and conditions found in this Agreement (excluding payment obligations which have already been satisfied by Company)[***].

Effect of Termination under Section 6. 2. Upon the termination of this Agreement under Section 6.2: (a) the Sublicense to Company and all further sublicenses to Affiliates and Third Parties terminate (except to the extent that said Third Party sublicenses become direct sublicenses of Cellscript mRNA RiboTherapeutics pursuant to Section 6.5.2(e)); (b) Company, its Affiliates and Third Party sublicensees will cease all making, having made, using, importing, offering for sale and selling all Licensed Products under the Sublicense, except to the extent permitted pursuant to Section 6.5.2(e) and Section 6.6; (c) Company will pay to Cellscript mRNA RiboTherapeutics all amounts, including accrued interest, owed to Cellscript mRNA RiboTherapeutics 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, and (d) Company will, at Cellscript’s mRNA RiboTherapeutics’ request, return to Cellscript mRNA RiboTherapeutics all confidential information of CellscriptmRNA RiboTherapeutics; and (e) all outstanding sublicenses of Company to Third Parties and all outstanding sublicenses of Company’s Affiliates to Third Parties, to the extent each is not in default, will be assigned by Company or its Affiliates to Cellscript mRNA RiboTherapeutics (and Company will contractually obligate its Affiliates to make or cause such assignments and work with Cellscript to effect such assignments), and each such assigned sublicense agreement will remain in full force and effect (including for sublicensed Exhibit A-1 Patent Rights and Exhibit A-2 Patent Rights and Exhibit D PatentsRights) with Cellscript mRNA RiboTherapeutics as the sublicensor instead of Company, but the duties and obligations of Cellscript mRNA RiboTherapeutics under the assigned sublicense agreements will not be greater than the duties and obligations of Company under this Agreement, and the rights of Cellscript mRNA RiboTherapeutics under the assigned sublicense agreements will not be less than the rights of Company under this Agreement, including all financial consideration and other rights of Company, and Cellscript . mRNA RiboTherapeutics may, at its sole discretion, amend such assigned sublicense agreements to contain financial or other terms and conditions found in this Agreement (excluding payment obligations which have already been satisfied by Company).