Common use of Genentech’s Rights on Termination Clause in Contracts

Genentech’s Rights on Termination. (a) If Genentech terminates this Agreement pursuant to Section 11.2 above, Genentech shall be automatically granted a nonexclusive, sublicenseable, license in the Territory under Connetics Patent Rights and Connetics Knowhow arising from the efforts made by Connetics and its sublicensees hereunder in the research and development of Licensed Products, to make, have made, use, sell, offer for sale or import Licensed Products and shall be automatically granted a right to use all of Connetics' regulatory submissions made by or on behalf of Connetics for Interferon Gamma and Licensed Products. If Genentech sells a commercial product under the license granted in this Section 11.3 that would, but for the license granted herein, infringe a claim of such Connetics Patent Rights or that is based upon, incorporates or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. utilizes such Connetics Knowhow, Genentech shall pay Connetics a royalty, under terms and conditions to be mutually agreed upon by the Parties, such royalty to be commensurate with the value contributed by such Connetics Patent Rights and Connetics Knowhow to such commercial product, but in no event shall such royalty exceed two percent (2%) of Genentech's net sales of such commercial product. As used herein, "net sales" shall have the equivalent definition given to Net Sales in Section 1.25 above.

Genentech’s Rights on Termination. (a) If Genentech terminates this Agreement pursuant to Section 11.2 above, Genentech shall be automatically granted a nonexclusive, sublicenseable, license in the Territory under Connetics Patent Rights and Connetics Knowhow arising from the efforts made by Connetics and its sublicensees hereunder in the research and development of Licensed Products, to make, have made, use, sell, offer for sale or import Licensed Products and shall be automatically granted a right to use all of Connetics' ’ regulatory submissions made by or on behalf of Connetics for Interferon Gamma and Licensed Products. If Genentech sells a commercial product under the license granted in this Section 11.3 that would, but for the license granted herein, infringe a claim of such Connetics Patent Rights or that is based upon, incorporates or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. utilizes such Connetics Knowhow, Genentech shall pay Connetics a royalty, under terms and conditions to be mutually agreed upon by the Parties, such royalty to be commensurate with the value contributed by such Connetics Patent Rights and Connetics Knowhow to such commercial product, but in no event shall such royalty exceed two percent (2%) of Genentech's ’s net sales of such commercial product. As used herein, "“net sales" ” shall have the equivalent definition given to Net Sales in Section 1.25 above.