Common use of GSK Development Termination Clause in Contracts

GSK Development Termination. After exercising an Option with respect to a particular Collaboration Program, GSK may, at its sole discretion and without any penalty or liability (other than the transfer of any data, regulatory filings and other Know-How and grant of rights contemplated under this Section 5.2(b) and to comply with its obligations in Article 12), terminate its Development or commercialization of all the Vectors or GSK Products within such Program upon written notice to TELETHON-HSR. In such event and by operation of the applicable provisions of Article 12, (i) all licenses in and to the Exclusively Licensed IP for such Vectors granted to GSK by TELETHON-HSR shall immediately terminate, (ii) TELETHON-HSR shall have the right to continue Development and commercialization of such Vectors under a TELETHON-HSR Development Program, (iii) the obligations of TELETHON-HSR and rights of GSK under the JSC with respect to such Program will terminate, and (iv) GSK (A) hereby grants, conditional upon the occurrence of such termination, an exclusive, royalty-free licence under GSK’s rights in any Joint IP solely as necessary to further Develop and commercialize such Vectors as TELETHON-HSR Products in the Territory in the Field, and GSK hereby agrees to negotiate in good faith and under commercially reasonable terms with TELETHON-HSR for an exclusive license under the relevant solely owned GSK IP solely to the extent necessary to further Develop and commercialize such Products as TELETHON-HSR Products in the Territory in the Field, and (B) GSK shall transfer to TELETHON-HSR, free of charge and within [***] any and all data and Know-How pertaining to such Vectors (other than any solely owned GSK IP, which will be subject to the negotiation for a license as described above) that are necessary for the continued Development and commercialization of such Vectors in its possession and other related materials, including without limitation copies of all Clinical Trial data and results, and all other Know-How and the like developed by or for the benefit of GSK relating to such Vectors and other documents (other than any solely owned GSK IP, which will be subject to the negotiation for a license as described above) to the extent relating to such Vectors that are necessary or useful in the continued Development and commercialization of such Vectors as TELETHON-HSR Products (including without limitation material documents and agreements relating to the regulatory filings including all Regulatory Approvals and Reimbursement Approvals) throughout the Territory.

GSK Development Termination. After exercising an Option with respect to a particular PROSENSA Collaboration Program, GSK may, at its sole discretion and without any penalty or liability (other than the transfer of any data, regulatory filings and other Know-How and grant of rights contemplated under this Section 5.2(b5.3(b) and to comply with its obligations in Article 12), terminate its Development or commercialization of all the Vectors Compounds or GSK Products within such Program upon written notice to TELETHON-HSRPROSENSA. In such event and by operation of the applicable provisions of Article 12, (i) all licenses in and to the Exclusively Licensed IP for such Vectors Compounds granted to GSK by TELETHON-HSR PROSENSA shall immediately terminate, (ii) TELETHON-HSR PROSENSA shall have the right to continue Development and commercialization of such Vectors Compounds under a TELETHON-HSR PROSENSA Development Program, (iii) the obligations of TELETHON-HSR PROSENSA and rights of GSK under the JSC with respect to such Program will terminate, and (iv) GSK (A) hereby grants, conditional upon the occurrence of such termination, an exclusive, royalty-free exclusive licence under its rights in any GSK IP and GSK’s rights in any Joint IP solely as necessary to develop, make, use or sell such Compounds or to further Develop and commercialize such Vectors Compounds as TELETHON-HSR PROSENSA Products in the Territory in the Field, and GSK hereby agrees to negotiate in good faith and under commercially reasonable terms with TELETHON-HSR for an exclusive license under the relevant solely owned GSK IP solely to the extent necessary to further Develop and commercialize such Products as TELETHON-HSR Products in the Territory in the Field, and (B) GSK shall transfer to TELETHON-HSRPROSENSA, free of charge and within [***] * * * * * any and all data and Know-How pertaining to such Vectors (other than any solely owned GSK IP, which will be subject to the negotiation for a license as described above) Compounds that are necessary for the continued Development and commercialization of such Vectors Compounds in its possession and other related materials, including without limitation copies of all Clinical Trial data and results, and all other Know-How and the like developed by or for the benefit of GSK relating to such Vectors Compounds and other documents (other than any solely owned GSK IP, which will be subject to the negotiation for a license as described above) to the extent relating to such Vectors Compounds that are necessary or useful in the continued Development and commercialization of such Vectors Compounds as TELETHON-HSR PROSENSA Products (including without limitation material documents and agreements relating to the regulatory filings including all Regulatory Approvals and Reimbursement Approvals) throughout the Territory. In the event of such termination, PROSENSA or its Sublicensee shall pay to GSK the applicable royalty payments as set forth in Section 6.5 for PROSENSA Products containing any such Compounds.

GSK Development Termination. After exercising an Option with respect to a particular Collaboration Program, GSK may, at its sole discretion and without any penalty or liability (other than the transfer of any data, regulatory filings and other Know-How and grant of rights contemplated under this Section 5.2(b) and to comply with its obligations in Article 12)liability, terminate its Development development or commercialization of any or all of the Vectors GSK Malaria Compounds or Products containing the GSK Products within such Program Malaria Compounds upon written notice to TELETHON-HSRAnacor. In such event and by operation If GSK terminates development of all of the applicable provisions of Article 12GSK Malaria Compounds and all Malaria Products containing such GSK Malaria Compounds, then (ia) the GSK Malaria Compounds shall be deemed Anacor Malaria Compounds; (b) all licenses in and to the Exclusively Licensed Anacor IP for GSK Malaria Compounds and all Malaria Products containing such Vectors GSK Malaria Compounds, as granted to GSK by TELETHON-HSR Anacor pursuant to Section 6 of this Schedule 5, shall immediately terminate, (ii) TELETHON-HSR shall have the right to continue Development and commercialization of such Vectors under a TELETHON-HSR Development Program, (iii) the obligations of TELETHON-HSR and rights of GSK under the JSC with respect to such Program will terminate, and (ivc) GSK (Ai) hereby grants, conditional effective solely upon the occurrence of such termination, an exclusivea non-exclusive license, royalty-free licence under GSK’s rights in any Joint IP solely as necessary with the right to further Develop and commercialize such Vectors as TELETHON-HSR Products in the Territory in the Fieldgrant sublicenses, and GSK hereby agrees to negotiate in good faith and under commercially reasonable terms with TELETHON-HSR for an exclusive license Anacor under the relevant solely owned GSK IP solely to the extent necessary to further Develop make, have made, use, sell, offer for sale and commercialize such Products import Anacor Malaria Compounds, as TELETHON-HSR and into Malaria Products in the Territory (x) in the Field, Malaria Field during the Term of the Agreement and (By) GSK in the Field after the Term of the Agreement, (ii) shall transfer or make electronically available to TELETHON-HSRAnacor upon mutually agreeable terms, free of charge at no cost to Anacor and within [***] any as soon as reasonably practicable after such termination, all Information and all data and Know-How pertaining to such Vectors (other than any solely owned GSK IP, which will be subject to the negotiation for a license as described above) that are necessary for the continued Development and commercialization of such Vectors material in its possession and other related materials, including without limitation copies of all Clinical Trial data and resultsControl with respect to the Anacor Malaria Compounds, and all other Know-How and the like developed by (iii) shall exclusively license or for the benefit of GSK relating assign to such Vectors and other documents (other than Anacor any solely owned GSK IP, which will be subject to the negotiation for a license as described above) regulatory filings to the extent relating pertaining specifically to the Anacor Malaria Compounds and Malaria Products. In the event of such Vectors that are necessary termination, Anacor shall owe to GSK the applicable royalty payments set forth in Section 11(e) of this Schedule 5 for such Anacor Malaria Compounds. If GSK elects, in its sole discretion, to terminate development or useful in commercialization of one, but not all, of the continued Development GSK Malaria Compounds or Malaria Products containing such GSK Malaria Compounds, then the foregoing shall not apply and the abandoned GSK Malaria Compound (or Malaria Product containing such GSK Malaria Compound) shall not be further developed or commercialized by either Party during the term of the Agreement unless and until GSK terminates development and commercialization of all GSK Malaria Compounds and Malaria Products containing such Vectors as TELETHON-HSR Products (including without limitation material documents and agreements relating to the regulatory filings including all Regulatory Approvals and Reimbursement Approvals) throughout the TerritoryGSK Malaria Compounds.

GSK Development Termination. After exercising an Option with respect to a particular Collaboration Program, GSK may, at its sole discretion and without any penalty or liability (other than the transfer of any data, regulatory filings and other Know-How and grant of rights contemplated under this Section 5.2(b) and to comply with its obligations in Article 12)liability, terminate its Development development or commercialization of any or all of the Vectors GSK TB Compounds or Products containing GSK Products TB Compounds, or any Collaboration Compound within such Program the Project 2 TB TPP Subprogram, upon written notice to TELETHONAnacor. (a) If GSK terminates development and commercialization of all of GSK TB Compounds (including, for clarity, development and commercialization of all Back-HSR. In Up TB Compounds) and TB Products containing such event and by operation of the applicable provisions of Article 12GSK TB Compounds, then: (i) such GSK TB Compounds shall be deemed Anacor TB Development Compounds provided they meet the criteria set forth on Exhibit 4D; (ii) all licenses in and to the Exclusively Licensed Anacor IP for such Vectors GSK TB Compounds and for TB Products containing such GSK TB Compounds, as granted to GSK by TELETHON-HSR Anacor pursuant to Section 5 of this Schedule 4, shall immediately terminate, (ii) TELETHON-HSR shall have the right to continue Development and commercialization of such Vectors under a TELETHON-HSR Development Program, ; and (iii) the obligations of TELETHON-HSR and rights of GSK under the JSC with respect to such Program will terminate, and (iv) GSK (A1) hereby grants, conditional effective solely upon the occurrence of such termination, an exclusivea non-exclusive license, royalty-free licence under GSK’s rights in any Joint IP solely as necessary with the right to further Develop and commercialize such Vectors as TELETHON-HSR Products in the Territory in the Fieldgrant sublicenses, and GSK hereby agrees to negotiate in good faith and under commercially reasonable terms with TELETHON-HSR for an exclusive license Anacor under the relevant solely owned GSK IP solely to the extent necessary to further Develop make, have made, use, sell, offer for sale and commercialize import such Products Anacor TB Development Compound, as TELETHON-HSR and into TB Products in the Territory (x) in the Field, TB Field during the Term of the Agreement and (By) GSK in the Field after the Term of the Agreement, (2) shall transfer or make electronically available to TELETHON-HSRAnacor upon mutually agreeable terms, free of charge at no cost to Anacor and within [***] any as soon as reasonably practicable after such termination, all Information and all data and Know-How pertaining to such Vectors (other than any solely owned GSK IP, which will be subject to the negotiation for a license as described above) that are necessary for the continued Development and commercialization of such Vectors material in its possession and other related materials, including without limitation copies of all Clinical Trial data and resultsControl with respect to such Anacor TB Development Compound, and all other Know-How and the like developed by (3) shall exclusively license or for the benefit of GSK relating assign to such Vectors and other documents (other than Anacor any solely owned GSK IP, which will be subject to the negotiation for a license as described above) regulatory filings to the extent relating pertaining specifically to any such Vectors that are necessary Anacor TB Development Compound. (iv) In the event of such termination, Anacor shall owe to GSK the applicable royalty payments set forth in Section 10(d) of this Schedule 4 for such Anacor TB Development Compound. [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (b) If GSK elects, in its sole discretion, to terminate development or useful commercialization of one, but not all of the GSK TB Compounds (or TB Products containing such GSK TB Compounds) or the development of any Collaboration Compound in the continued Development Project 2 TB TPP Subprogram, then the foregoing shall not apply and the abandoned GSK TB Compound (or TB Product containing such GSK TB Compound, or Collaboration Compound, as applicable) shall not be further developed or commercialized by either Party during the term of the Agreement unless and until GSK terminates development and commercialization of all GSK TB Compounds, TB Products containing such Vectors as TELETHON-HSR Products (including without limitation material documents GSK TB Compounds and agreements relating to Collaboration Compounds in the regulatory filings including all Regulatory Approvals and Reimbursement Approvals) throughout the TerritoryProject 2 TB TPP Subprogram.