Common use of Effects of Termination for Convenience Clause in Contracts

Effects of Termination for Convenience. If this Agreement is terminated for convenience pursuant to Section 10.2, the following provisions shall apply: (a) Nothing in this Agreement shall be construed as prohibiting the Xxxxxxxxx from Developing, Manufacturing and Commercializing a Collaboration Compound and the Collaboration Product in the Field in the Territory; (b) All licenses granted by Xxxxxxxxx to AstraZeneca hereunder shall automatically terminate; (c) AstraZeneca shall, and hereby does, assign to Xxxxxxxxx all right, title and interest in and to: (i) all Regulatory Submissions and Regulatory Approvals Controlled by AstraZeneca or any Affiliate pertaining to Collaboration Compounds, Collaboration Products and Diagnostic Products in the Field in the Territory and (ii) all of AstraZeneca’s interest in any copyrights to the extent necessary or useful for Commercializing the Collaboration Product; (d) If, at the time AstraZeneca terminates the Agreement, a Collaboration Product is then being sold using an AstraZeneca-owned Trademark, AstraZeneca shall, assign all of AstraZeneca’s interest in any Trademark (including the goodwill symbolized by such Trademark), on commercially reasonable terms to be mutually agreed upon by the Parties; (e) AstraZeneca shall grant, and shall be deemed to grant, to Xxxxxxxxx and its Sublicensees a Right of Reference to all data generated in any Clinical Trials undertaken by AstraZeneca , its Affiliates or Sublicensees in accordance with this Agreement (including all such Regulatory Submissions, Regulatory Approvals and Clinical Trial data related to any Diagnostic Product and any Combination Collaboration Products in which the other active ingredients are non-proprietary), and AstraZeneca shall provide a signed statement to this effect, if requested by Xxxxxxxxx , in accordance with 21 C.F.R. § 314.50(g)(3) (or any analogous Applicable Law recognized outside of the United States); (f) AstraZeneca shall, and hereby does, grant to Xxxxxxxxx a perpetual, royalty-free, irrevocable, non-exclusive license in the Territory to use the data generated in Clinical Trials undertaken by AstraZeneca , its Affiliates or Sublicensees hereunder (including all such Regulatory Submissions, Regulatory Approvals and Clinical Trial data related to any Combination Collaboration Products ) for the Development and Commercialization of Collaboration Compounds, Collaboration Products and Diagnostic Products in the Field in the Territory; (g) All licenses granted to Xxxxxxxxx hereunder shall continue, and AstraZeneca shall, and hereby does, grant to Xxxxxxxxx an exclusive (even as to AstraZeneca) license in the Territory (with the right to sublicense on terms consistent with Section 2.5) (i) to practice any invention claimed in the AstraZeneca Patent Rights or Joint Patent Rights, (ii) to practice the AstraZeneca Know-How and Joint Know-How and (iii) to practice any other Patent Right or Know Controlled by AstraZeneca on the effective date of termination that arose before the effective date of termination and was either in use by AstraZeneca or was actively being considered for use in connection with the Development, Manufacture or Commercialization of any Collaboration Compound, Collaboration Product or Diagnostic Product, in each case ((i) – (iii)), solely to the extent necessary to Develop, Manufacture and Commercialize a Collaboration Compound, Collaboration Product or Diagnostic Product, as applicable, in the Field in the Territory; (h) AstraZeneca shall reasonably cooperate with Xxxxxxxxx to assure a smooth transition, at Xxxxxxxxx’x expense, of any Clinical Trials in progress related to a Collaboration Compound or Collaboration Product in the Field, which Xxxxxxxxx determines to continue in compliance with Applicable Laws and ethical guidelines applicable to the transfer or termination of any such Clinical Trials. In the event that Xxxxxxxxx informs AstraZeneca that it does not intend to continue specific Development activities then in progress, costs incurred in closing out such activities shall be borne by AstraZeneca ; (i) Until termination is effective, each Party shall continue to perform its obligations under the Development Plan (if still in effect) and shall pay all costs allocated to it in accordance with this Agreement, including the Development Budget (if still in effect), except with respect to activities that the Xxxxxxxxx elects to discontinue; (j) At Xxxxxxxxx’x request, Xxxxxxxxx may purchase, [**], all of the inventory of bulk or finished Collaboration Products held by AstraZeneca as of the date of termination (including raw materials, intermediates and finished, unfinished, or partially finished goods). Xxxxxxxxx shall notify AstraZeneca within ten (10) days after the date of termination whether Xxxxxxxxx wishes to purchase such inventory. In the event Xxxxxxxxx does not purchase such inventory, then AstraZeneca and its Affiliates shall be permitted to sell such inventory, provided that such sales occur within six (6) months after termination, and provided further that AstraZeneca shall remain obligated to pay, and report to Xxxxxxxxx on, Net Sales of such inventory; and (k) At Xxxxxxxxx’x request, AstraZeneca shall use Commercially Reasonable Efforts to assign to Xxxxxxxxx to the extent assignment is permitted by such agreements and provided that AstraZeneca is not required to pay any consideration or commence litigation in order to effect an assignment of any such agreement any Third Party agreements then in effect for the Manufacture of Collaboration Compound or Collaboration Product.

Effects of Termination for Convenience. If this Agreement is terminated for convenience pursuant to Section 10.2, the following provisions shall apply: (a) Nothing in this Agreement shall be construed as prohibiting the Xxxxxxxxx from Developing, Manufacturing and Commercializing a Collaboration Compound and the Collaboration Product in the Field in the Territory; (b) All licenses granted by Xxxxxxxxx to AstraZeneca hereunder shall automatically terminate; (c) AstraZeneca shall, and hereby does, assign to Xxxxxxxxx all right, title and interest in and to: (i) all Regulatory Submissions and Regulatory Approvals Controlled by AstraZeneca or any Affiliate pertaining to Collaboration Compounds, Collaboration Products and Diagnostic Products in the Field in the Territory and (ii) all of AstraZeneca’s interest in any copyrights to the extent necessary or useful for Commercializing the Collaboration Product; (d) If, at the time AstraZeneca terminates the Agreement, a Collaboration Product is then being sold using an AstraZeneca-owned Trademark, AstraZeneca shall, assign all of AstraZeneca’s interest in any Trademark (including the goodwill symbolized by such Trademark), on commercially reasonable terms to be mutually agreed upon by the Parties;; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. (e) AstraZeneca shall grant, and shall be deemed to grant, to Xxxxxxxxx and its Sublicensees a Right of Reference to all data generated in any Clinical Trials undertaken by AstraZeneca , its Affiliates or Sublicensees in accordance with this Agreement (including all such Regulatory Submissions, Regulatory Approvals and Clinical Trial data related to any Diagnostic Product and any Combination Collaboration Products in which the other active ingredients are non-proprietary), and AstraZeneca shall provide a signed statement to this effect, if requested by Xxxxxxxxx , in accordance with 21 C.F.R. § 314.50(g)(3) (or any analogous Applicable Law recognized outside of the United States); (f) AstraZeneca shall, and hereby does, grant to Xxxxxxxxx a perpetual, royalty-free, irrevocable, non-exclusive license in the Territory to use the data generated in Clinical Trials undertaken by AstraZeneca , its Affiliates or Sublicensees hereunder (including all such Regulatory Submissions, Regulatory Approvals and Clinical Trial data related to any Combination Collaboration Products ) for the Development and Commercialization of Collaboration Compounds, Collaboration Products and Diagnostic Products in the Field in the Territory; (g) All licenses granted to Xxxxxxxxx hereunder shall continue, and AstraZeneca shall, and hereby does, grant to Xxxxxxxxx an exclusive (even as to AstraZeneca) license in the Territory (with the right to sublicense on terms consistent with Section 2.5) (i) to practice any invention claimed in the AstraZeneca Patent Rights or Joint Patent Rights, (ii) to practice the AstraZeneca Know-How and Joint Know-How and (iii) to practice any other Patent Right or Know Controlled by AstraZeneca on the effective date of termination that arose before the effective date of termination and was either in use by AstraZeneca or was actively being considered for use in connection with the Development, Manufacture or Commercialization of any Collaboration Compound, Collaboration Product or Diagnostic Product, in each case ((i) – (iii)), solely to the extent necessary to Develop, Manufacture and Commercialize a Collaboration Compound, Collaboration Product or Diagnostic Product, as applicable, in the Field in the Territory; (h) AstraZeneca shall reasonably cooperate with Xxxxxxxxx to assure a smooth transition, at Xxxxxxxxx’x expense, of any Clinical Trials in progress related to a Collaboration Compound or Collaboration Product in the Field, which Xxxxxxxxx determines to continue in compliance with Applicable Laws and ethical guidelines applicable to the transfer or termination of any such Clinical Trials. In the event that Xxxxxxxxx informs AstraZeneca that it does not intend to continue specific Development activities then in progress, costs incurred in closing out such activities shall be borne by AstraZeneca ; (i) Until termination is effective, each Party shall continue to perform its obligations under the Development Plan (if still in effect) and shall pay all costs allocated to it in accordance with this Agreement, including the Development Budget (if still in effect), except with respect to activities that the [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Xxxxxxxxx elects to discontinue; (j) At Xxxxxxxxx’x request, Xxxxxxxxx may purchase, [**], all of the inventory of bulk or finished Collaboration Products held by AstraZeneca as of the date of termination (including raw materials, intermediates and finished, unfinished, or partially finished goods). Xxxxxxxxx shall notify AstraZeneca within ten (10) days after the date of termination whether Xxxxxxxxx wishes to purchase such inventory. In the event Xxxxxxxxx does not purchase such inventory, then AstraZeneca and its Affiliates shall be permitted to sell such inventory, provided that such sales occur within six (6) months after termination, and provided further that AstraZeneca shall remain obligated to pay, and report to Xxxxxxxxx on, Net Sales of such inventory; and (k) At Xxxxxxxxx’x request, AstraZeneca shall use Commercially Reasonable Efforts to assign to Xxxxxxxxx to the extent assignment is permitted by such agreements and provided that AstraZeneca is not required to pay any consideration or commence litigation in order to effect an assignment of any such agreement any Third Party agreements then in effect for the Manufacture of Collaboration Compound or Collaboration Product.

Effects of Termination for Convenience. If this Agreement is terminated for convenience pursuant to Section 10.2, the following provisions shall apply: (a) Nothing in this Agreement shall be construed as prohibiting the Xxxxxxxxx from Developing, Manufacturing and Commercializing a Collaboration Compound and the Collaboration Product in the Field in the Territory; (b) All licenses granted by Xxxxxxxxx to AstraZeneca hereunder shall automatically terminate; (c) AstraZeneca shall, and hereby does, assign to Xxxxxxxxx all right, title and interest in and to: (i) all Regulatory Submissions and Regulatory Approvals Controlled by AstraZeneca or any Affiliate pertaining to Collaboration Compounds, Collaboration Products and Diagnostic Products in the Field in the Territory and (ii) all of AstraZeneca’s interest in any copyrights to the extent necessary or useful for Commercializing the Collaboration Product; (d) If, at the time AstraZeneca terminates the Agreement, a Collaboration Product is then being sold using an AstraZeneca-owned Trademark, AstraZeneca shall, assign all of AstraZeneca’s interest in any Trademark (including the goodwill symbolized by such Trademark), on commercially reasonable terms to be mutually agreed upon by the Parties; (e) AstraZeneca shall grant, and shall be deemed to grant, to Xxxxxxxxx and its Sublicensees a Right of Reference to all data generated in any Clinical Trials undertaken by AstraZeneca , its Affiliates or Sublicensees in accordance with this Agreement (including all such Regulatory Submissions, Regulatory Approvals and Clinical Trial data related to any Diagnostic Product and any Combination Collaboration Products in which the other active ingredients are non-proprietary), and AstraZeneca shall provide a signed statement to this effect, if requested by Xxxxxxxxx , in accordance with 21 C.F.R. § 314.50(g)(3) (or any analogous Applicable Law recognized outside of the United States); (f) AstraZeneca shall, and hereby does, grant to Xxxxxxxxx a perpetual, royalty-free, irrevocable, non-exclusive license in the Territory to use the data generated in Clinical Trials undertaken by AstraZeneca , its Affiliates or ​ ​ ​ ​ Sublicensees hereunder (including all such Regulatory Submissions, Regulatory Approvals and Clinical Trial data related to any Combination Collaboration Products ) for the Development and Commercialization of Collaboration Compounds, Collaboration Products and Diagnostic Products in the Field in the Territory; (g) All licenses granted to Xxxxxxxxx hereunder shall continue, and AstraZeneca shall, and hereby does, grant to Xxxxxxxxx an exclusive (even as to AstraZeneca) license in the Territory (with the right to sublicense on terms consistent with Section 2.5) (i) to practice any invention claimed in the AstraZeneca Patent Rights or Joint Patent Rights, (ii) to practice the AstraZeneca Know-How and Joint Know-How and (iii) to practice any other Patent Right or Know Controlled by AstraZeneca on the effective date of termination that arose before the effective date of termination and was either in use by AstraZeneca or was actively being considered for use in connection with the Development, Manufacture or Commercialization of any Collaboration Compound, Collaboration Product or Diagnostic Product, in each case ((i) – (iii)), solely to the extent necessary to Develop, Manufacture and Commercialize a Collaboration Compound, Collaboration Product or Diagnostic Product, as applicable, in the Field in the Territory; (h) Notwithstanding anything in Section 3.3.2(a) to the contrary, AstraZeneca shall reasonably cooperate with Xxxxxxxxx to assure a smooth transition, at Xxxxxxxxx’x expense, of any Clinical Trials in progress related to a Collaboration Compound or Collaboration Product in the Field, which Xxxxxxxxx determines to continue in compliance with Applicable Laws and ethical guidelines applicable to the transfer or termination of any such Clinical Trials. In the event that Xxxxxxxxx informs AstraZeneca that it does not intend to continue specific Development activities then in progress, costs incurred in closing out such activities shall be borne by AstraZeneca AstraZeneca; (i) Until termination is effective, each Party shall continue to perform its obligations under the Development Plan (if still in effect) and shall pay all costs allocated to it in accordance with this Agreement, including the Development Budget (if still in effect), except with respect to activities that the Xxxxxxxxx elects to discontinuediscontinue and subject to Section 5.7.2(e) and 5.7.2(f); (j) At Xxxxxxxxx’x request, Xxxxxxxxx may purchase, [**], all of the inventory of bulk or finished Collaboration Products held by AstraZeneca as of the date of termination (including raw materials, intermediates and finished, unfinished, or partially finished goods). Xxxxxxxxx shall notify AstraZeneca within ten (10) days after the date of termination whether Xxxxxxxxx wishes to purchase such inventory. In the event Xxxxxxxxx does not purchase such inventory, then AstraZeneca and its Affiliates shall be permitted to sell such inventory, provided that such sales occur within six (6) months after termination, and provided further that AstraZeneca shall remain obligated to pay, and report to Xxxxxxxxx on, Net Sales of such inventory; andand ​ ​ (k) At Xxxxxxxxx’x request, AstraZeneca shall use Commercially Reasonable Efforts to assign to Xxxxxxxxx to the extent assignment is permitted by such agreements and provided that AstraZeneca is not required to pay any consideration or commence litigation in order to effect an assignment of any such agreement any Third Party agreements then in effect for the Manufacture of Collaboration Compound or Collaboration Product.