Common use of Effects of Termination or Expiration Clause in Contracts

Effects of Termination or Expiration. Upon termination or expiration of this Agreement for any reason, all rights granted by Bluebird to Celgene hereunder will terminate, provided that: (a) IND Product Candidates. Bluebird will, at Celgene’s election, complete initial Phase 1 Studies for one (1) or more IND Product Candidates selected by Celgene, and, if Celgene elects not to have Bluebird complete any such Phase 1 Study, Bluebird may do so at its own expense. In either case, (i) the provisions of Sections 5.1 through 5.6 will apply with respect to any such IND Product Candidates (but excluding Section 5.3 if Celgene has terminated this Agreement pursuant to Section 12.3(a)), (ii) Celgene will grant to Bluebird an exclusive, worldwide, royalty-free right and license in the Field, without the right to grant sublicenses (other than to permitted subcontractors under Section 2.4), under the Celgene IP and Celgene’s interest in jointly owned Collaboration IP solely to complete any such Phase 1 Study, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. and (iii) if Celgene has elected to have Bluebird complete such Phase 1 Study, or if Celgene has not elected to have Bluebird complete a Phase 1 Study but Bluebird has completed such Phase 1 Study and Celgene exercises its option with respect to such IND Product Candidate as set forth in Section 5.1, Celgene will reimburse Bluebird for [***] Notwithstanding the foregoing, if Bluebird has terminated this Agreement pursuant to Section 12.2, upon Celgene’s exercise of its option with respect to an IND Product Candidate as set forth in Section 5.1, in lieu of paying the Option Fees and reimbursing Bluebird for its costs and expenses incurred in connection with completing a Phase 1 Study for such IND Product Candidate, Celgene will pay to Bluebird an amount equal to the greater of [***] If Celgene does not exercise its option with respect to such IND Product Candidate as set forth in Section 5.1, Bluebird (or an Affiliate designated by Bluebird) and Celgene will, at Bluebird’s option, enter into a License Agreement in the form attached hereto as Exhibit A with respect to the IND Product Candidate, but reversing the roles of the Parties thereunder, mutatis mutandis, and updating the Appendices thereto and making such other changes as are appropriate from the context, provided that (A) such license shall be limited to the Celgene IP and jointly owned Collaboration IP as it exists at the time this Agreement has expired or been terminated (including in each case any additions, divisions, continuations, continuations-in-part, invention certificates, substitutions, reissues, reexaminations, extensions, registrations, supplementary protection certificates and renewals of such Celgene IP and Joint Collaboration IP), (B) no Option Fee will be payable by Bluebird in connection with such IND Product Candidates, (C) any royalties or Milestone Payments payable under such License Agreement will be reduced [***], (D) such IND Product Candidate will not be subject to the provisions of Section 5.7, (E) if any royalty, milestone or other payment, excluding [***], becomes due under any Applicable Celgene In-License that is attributable to Bluebird as a sublicensee (together with its licensees and their respective Affiliates) thereunder with respect to such Development, Manufacture or commercialization, Celgene will pay same, provided that Bluebird will reimburse Celgene for any such payment within thirty (30) days of Bluebird’s receipt of Celgene’s written invoice therefor, and Bluebird’s failure to pay such reimbursement within such time period will entitle Celgene to terminate Bluebird’s sublicense under the applicable Celgene In-License upon thirty (30) days written notice, (F) such License Agreement will be subject to any Target Antigen-related exclusivity agreed to between the Parties under any Development & Commercialization Agreement (whether executed before or after the date of such License Agreement), and (G) Bluebird will be responsible for [***] of any amounts owed to Third Parties (including under any Bluebird In-License) in connection with the acquisition of rights in order to Develop or commercialize such IND Product Candidates, provided that any such payments that are royalties will be subject to Section 4.3(d) of such License Agreement.

Effects of Termination or Expiration. Upon termination or expiration of this Agreement for any reason, all rights granted by Bluebird to Celgene hereunder will terminate, provided that: (a) IND Product Candidates. Bluebird willIf this Agreement is terminated under Section 11.2(b), at Celgene’s electionthis Agreement will survive solely with respect to continued operation of the Demonstration Facility until it is decommissioned, complete initial Phase 1 Studies after which Section 11.4(b) shall apply. (b) If this Agreement is terminated for one (1) or more IND Product Candidates selected by Celgene, and, if Celgene elects not to have Bluebird complete any such Phase 1 Study, Bluebird may do so at its own expense. In either case, other reason: (i) all liabilities accrued prior to the provisions effective date of Sections 5.1 through 5.6 the termination will apply with respect to any such IND Product Candidates (but excluding Section 5.3 if Celgene has terminated this Agreement pursuant to Section 12.3(a)), survive; (ii) Celgene will grant to Bluebird an exclusive, worldwide, royalty-free right and LanzaJet’s license in the Field, without the right to grant sublicenses (other than to permitted subcontractors under Section 2.4), under the Celgene IP Licensed Subject Matter will cease immediately and Celgene’s interest in jointly owned Collaboration IP solely all licensed rights will revert to complete any such Phase 1 StudyLanzaTech, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. and subject to Section 11.4(c); (iii) if Celgene has elected LanzaJet’s license to have Bluebird complete such Phase 1 Study, or if Celgene has not elected to have Bluebird complete a Phase 1 Study but Bluebird has completed such Phase 1 Study and Celgene exercises its option with respect to such IND Product Candidate as set forth in Section 5.1, Celgene the Licensed Xxxx will reimburse Bluebird for cease [***] Notwithstanding the foregoing, if Bluebird has terminated this Agreement pursuant to Section 12.2, upon Celgene’s exercise of its option with respect to an IND Product Candidate as set forth in Section 5.1, in lieu of paying the Option Fees and reimbursing Bluebird for its costs and expenses incurred in connection with completing a Phase 1 Study for such IND Product Candidate, Celgene will pay to Bluebird an amount equal to the greater of [***] If Celgene does not exercise its option with respect to such IND Product Candidate as set forth in Section 5.1, Bluebird (or an Affiliate designated by Bluebird) and Celgene will, at Bluebird’s option, enter into a License Agreement in the form attached hereto as Exhibit A with respect to the IND Product Candidate, but reversing the roles of the Parties thereunder, mutatis mutandis, and updating the Appendices thereto and making such other changes as are appropriate from the context, provided that (A) such license shall be limited to the Celgene IP and jointly owned Collaboration IP as it exists at the time this Agreement has expired or been terminated (including in each case any additions, divisions, continuations, continuations-in-part, invention certificates, substitutions, reissues, reexaminations, extensions, registrations, supplementary protection certificates and renewals of such Celgene IP and Joint Collaboration IP), (B) no Option Fee will be payable by Bluebird in connection with such IND Product Candidates, (C) any royalties or Milestone Payments payable under such License Agreement will be reduced [***], (D) such IND Product Candidate will not be subject to the provisions of Section 5.7, (E) if any royalty, milestone or other payment, excluding [***], becomes due under any Applicable Celgene In-License that is attributable to Bluebird as a sublicensee (together with its licensees and their respective Affiliates) thereunder with respect to such Development, Manufacture or commercialization, Celgene will pay same, provided that Bluebird will reimburse Celgene for any such payment within thirty (30) days of Bluebird’s receipt of Celgene’s written invoice therefor, and Bluebird’s failure to pay such reimbursement within such time period will entitle Celgene to terminate Bluebird’s sublicense under the applicable Celgene In-License upon thirty (30) days written notice, (F) such License Agreement will be subject to any Target Antigen-related exclusivity agreed to between the Parties under any Development & Commercialization Agreement (whether executed before or after the date of such License termination, unless LanzaTech agrees to a longer period in connection with any transition plan negotiated and approved in accordance with Exhibit A, and LanzaJet agrees to assign and hereby assigns to LanzaTech all rights, title, and interest LanzaJet may have developed in ​ and to the Licensed Xxxx and any goodwill associated therewith; (iv) each Party will promptly return to the other Party all of the other Party’s materials in its possession, including without limitation all embodiments of Licensed Subject Matter and Confidential Information; and (v) Article 1 (Definitions), Article 4 (Improvements), Section 7.2 (Disclaimers), Article 8 (Indemnification), Article 9 (Limitations of Liability), Article 10 (Confidentiality), Article 12 (Injunctive Relief; Settlement of Disputes; Governing Law), Article 13 (General) and this Section 11.4 will survive any expiration or termination of this Agreement. (c) Any sublicenses granted by LanzaJet in accordance with Section 3.2 prior to the date this Agreement is terminated will survive termination of this Agreement in full force and effect, subject to its terms. Those portions of the Sublicense that relate to the sublicense of Battelle IPR and the rights to enforce obligations flowed down from the Battelle Agreement will be assigned to Battelle, those portions of the Sublicense that relate to the sublicense of the LanzaTech IPR and LanzaTech Technology and the rights to enforce obligations flowed down from this Agreement will be assigned to LanzaTech, and all remaining rights and obligations of LanzaJet under such Sublicenses will remain with LanzaJet or be assigned to a Third Party approved by the Board. The Initial Sublicensees will be third party beneficiaries of this Section 11.4(c), and (G) Bluebird will be responsible for [***] may enforce it against either or both of any amounts owed LanzaTech or LanzaJet as required to Third Parties (including under any Bluebird In-License) effect the assignments described in connection with the acquisition of rights in order to Develop or commercialize such IND Product Candidates, provided that any such payments that are royalties will be subject to Section 4.3(d) of such License Agreementthis Section.