Common use of Effects of Termination by Schering Clause in Contracts

Effects of Termination by Schering. (a) In the event of termination of this Agreement by Schering under Section 12.2 (a), and if termination occurs prior to Regulatory Approval of the Product in any country of the Territory then the following shall occur: (i) Schering shall be granted a worldwide, perpetual, non-exclusive license in and to the Know-How to enable Schering to make, have made, use and sell Product in the Territory; (ii) Schering shall provide to ICN all reports, data, samples (if necessary), and, if specifically required by a regulatory authority, other information, necessary to allow ICN to file for Regulatory Approval in any such country either concurrently with Schering or, if Schering is not then pursuing Regulatory Approval in such country, within a reasonable time period; (iii) Schering shall pay to ICN the royalties (including minimum royalties) provided for under and in accordance with Section 6.2 hereof with respect to any and all sales of Product by Schering in the Territory; and (iv) Schering-Plough Corporation shall have no obligation to make the purchases of common stock of ICN as set forth in the Stock Purchase Agreement which are triggered by Regulatory Approval in the United States and the EU if the relevant Regulatory Approval has not occurred as of the termination by Schering. (b) In the event of termination of this Agreement by Schering under Section 12.2(a) and if termination occurs after Regulatory Approval of the Product in any country of the Territory then the following shall occur: (i) Schering shall be granted a worldwide, perpetual, non-exclusive license and in to the Know-How to enable Schering to make, have made, use and sell Product in the Territory; (ii) Schering shall grant ICN reference to any Regulatory Approvals and pricing or reimbursement approvals relating to the Product outside of the EU; (iii) Schering shall provide to ICN all reports, data, samples (if necessary), and, if specifically required by a regulatory authority, other information, necessary to allow ICN to file for Regulatory Approval in the Territory; (iv) Schering shall pay to ICN the royalties (including minimum royalties) provided for and in accordance with the terms of Section 6.2 hereof with respect to any and all sales of Product by Schering in the Territory; and (v) Schering-Plough Corporation shall have no obligation to make the purchases of common stock of ICN as set forth in the Stock Purchase Agreement which are triggered by Regulatory Approval in the United States and the EU if the relevant Regulatory Approval has not occurred as of the termination by Schering. (c) In the event of termination of this Agreement by Schering under Section 12.2(a), unless Schering fully complies with the provisions of Sections 12.5(a) and 12.5(b) above, Schering shall not manufacture, use or sell the Product in the Territory for a period of three years from the date of termination of this Agreement. (d) In the event of termination of this Agreement by Schering under Sections 12.2(b), (c) or (d), without limiting any other rights or remedies Schering may have, the following shall occur: (i) Schering shall retain a worldwide, perpetual, fully-paid up, exclusive license (exclusive even as to ICN, including in the EU) in and to the Know-How to enable Schering to develop, make, have made, use, sell and distribute Product in the Territory; (ii) Schering shall be obligated to pay to ICN any royalties (other than any minimum royalties) provided for under Section 6.2 hereof with respect to any and all sales of Product by Schering in the Territory; provided, however, that such royalties shall be offset and/or reduced to reflect damage suffered by Schering in the event of a breach of this Agreement giving rise to Schering's right to terminate, to the extent determined by the neutral in accordance with the provisions of Article 13; and (iii) Schering-Plough Corporation shall have no obligation to make the purchases of common stock of ICN as set forth in the Stock Purchase Agreement which are triggered by Regulatory Approval in the United States and the EU if the relevant Regulatory Approval has not occurred as of the termination by Schering.

Effects of Termination by Schering. (a) In the event of termination of this Agreement by Schering under Section 12.2 (a), and if termination occurs prior to Regulatory Approval of the Product in any country of the Territory then the following shall occur: (i) Schering shall be granted a worldwide, perpetual, non-exclusive license in and to the Know-How to enable Schering to make, have made, use and sell Product in the Territory; (ii) Schering shall provide to ICN all reports, data, samples (if necessary), and, if specifically required by a regulatory authority, other information, necessary to allow ICN to file for Regulatory Approval in any such country either concurrently with Schering or, if Schering is not then pursuing Regulatory Approval in such country, within a reasonable time period; (iii) Schering shall pay to ICN the royalties (including minimum royalties) provided for under and in accordance with Section 6.2 hereof with respect to any and all sales of Product by Schering in the Territory; and (iv) Schering-Plough Corporation shall have no obligation to make the purchases of common stock of ICN as set forth in the Stock Purchase Agreement which are triggered by Regulatory Approval in the United States and 43 50 the EU if the relevant Regulatory Approval has not occurred as of the termination by Schering. (b) In the event of termination of this Agreement by Schering under Section 12.2(a) and if termination occurs after Regulatory Approval of the Product in any country of the Territory then the following shall occur: (i) Schering shall be granted a worldwide, perpetual, non-exclusive license and in to the Know-How to enable Schering to make, have made, use and sell Product in the Territory; (ii) Schering shall grant ICN reference to any Regulatory Approvals and pricing or reimbursement approvals relating to the Product outside of the EU; (iii) Schering shall provide to ICN all reports, data, samples (if necessary), and, if specifically required by a regulatory authority, other information, necessary to allow ICN to file for Regulatory Approval in the Territory; (iv) Schering shall pay to ICN the royalties (including minimum royalties) provided for and in accordance with the terms of Section 6.2 hereof with respect to any and all sales of Product by Schering in the Territory; and (v) Schering-Plough Corporation shall have no obligation to make the purchases of common stock of ICN as set forth in the Stock Purchase Agreement which are triggered by Regulatory Approval in the United States and the EU if the relevant Regulatory Approval has not occurred as of the termination by Schering. (c) In the event of termination of this Agreement by Schering under Section 12.2(a), unless Schering fully complies with the provisions of Sections 12.5(a) and 12.5(b) above, Schering shall not manufacture, use or sell the Product in the Territory for a period of three years from the date of termination of this Agreement. (d) In the event of termination of this Agreement by Schering under Sections 12.2(b), (c) or (d), without limiting any other rights or remedies Schering may have, the following shall occur: (i) Schering shall retain a worldwide, perpetual, fully-paid up, exclusive license (exclusive even as to ICN, including in the EU) in and to the Know-How to enable Schering to develop, make, have made, use, sell and distribute Product in the Territory; (ii) Schering shall be obligated to pay to ICN any royalties (other than any minimum royalties) provided for under Section 6.2 hereof with respect to any and all sales of Product by Schering in the Territory; provided, however, that such royalties shall be offset and/or reduced to reflect damage suffered by Schering in the event of a breach of this Agreement giving rise to Schering's right to terminate, to the extent determined 44 51 by the neutral in accordance with the provisions of Article 13; and (iii) Schering-Plough Corporation shall have no obligation to make the purchases of common stock of ICN as set forth in the Stock Purchase Agreement which are triggered by Regulatory Approval in the United States and the EU if the relevant Regulatory Approval has not occurred as of the termination by Schering.