Common use of Following Exercise of Xxxxxxx Option Clause in Contracts

Following Exercise of Xxxxxxx Option. If Xxxxxxx terminates (or is deemed to have terminated) its rights to Develop and Commercialize the Licensed Product following the exercise of the Xxxxxxx Option and pursuant to Section 10.3(b), then (X) Xxxxxxx shall xxxxx PPD the rights described in Sections 4.1, (Y) the PPD Option Period becomes effective upon notice of such termination, and (Z) for a period of [*] ([*]) days following such notice, Xxxxxxx shall, without limitation of, and in addition to, its obligations under Section 10.3(c), (1) continue any Development or Commercialization of Licensed Products being performed by or on behalf of Xxxxxxx or any Affiliate thereof prior to the provision of notice of such termination, at its expense, which Development or Commercialization shall include the continued performance of any Phase II Trials, Phase III Trials, or Phase IV Trials underway prior to the provision of notice of such termination, provided however, Xxxxxxx shall not be obligated to initiate any new substantive activity, distinct from any previously ongoing substantive activity, that would itself create any new obligations on the part of Xxxxxxx or its Affiliates that would [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. continue following the effectiveness of such termination (e.g. Xxxxxxx and its Affiliates shall not be required to initiate a new clinical trial; if notice of termination is provided/received during the conduct of a clinical trial for the Licensed Product, Xxxxxxx and its Affiliates shall not be required to enroll new patients in such trial, but shall be required to continue the treatment and/or monitoring of patients enrolled in such trial prior to such notice of termination), and (2) continue to perform any of Xxxxxxx’x or its Affiliates’ obligations under the TOPO Master Services Agreement pursuant to the terms thereof.

Following Exercise of Xxxxxxx Option. If Xxxxxxx terminates (or is deemed to have terminated) its rights to Develop and Commercialize the Licensed Product following the exercise of the Xxxxxxx Option and pursuant to Section 10.3(b), then (X) Xxxxxxx shall xxxxx PPD the rights described in Sections 4.1, (Y) the PPD Option Period becomes effective upon notice of such termination, and (Z) for a period of [*] ([*]) days following such notice, Xxxxxxx shall, without limitation of, and in addition to, its obligations under Section 10.3(c), (1) continue any Development or Commercialization of Licensed Products being performed by or on behalf of Xxxxxxx or any Affiliate thereof prior to the provision of notice of such termination, at its expense, which Development or Commercialization shall include the continued performance of any Phase II Trials, Phase III Trials, or Phase IV Trials underway prior to the provision of notice of such termination, provided however, Xxxxxxx shall not be obligated to initiate any new substantive activity, distinct from any previously ongoing substantive activity, that would itself create any new obligations on the part of Xxxxxxx or its Affiliates that would [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. continue following the effectiveness of such termination (e.g. Xxxxxxx and its Affiliates shall not be required to initiate a new clinical trial; if notice of termination is provided/received during the conduct of a clinical trial for the Licensed Product, Xxxxxxx and its Affiliates shall not be required to enroll new patients in such trial, but shall be required to continue the treatment and/or monitoring of patients enrolled in such trial prior to such notice of termination), and (2) continue to perform any of Xxxxxxx’x or its Affiliates’ obligations under the TOPO MuDelta Master Services Agreement pursuant to the terms thereof.