Common use of Licensed Product Reversion Clause in Contracts

Licensed Product Reversion. Upon termination of this Agreement in its entirety by Merck as a result of a breach of Section 2.02 or by Tigercat pursuant to Section 12.02, at Merck’s option and upon Merck’s written request, the following provisions shall apply: (a) Effective upon such termination, without further action by any Party, Merck shall have a worldwide, sublicensable, transferable, perpetual license from Tigercat, which shall be Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. exclusive in the Field, under any Tigercat Know-How and Tigercat Patent Rights existing at the time of termination that are necessary for and were actually used by Tigercat for the Development, Manufacture, or Commercialization of any Licensed Compound and/or Licensed Product. To the extent that the Development, Manufacture, or Commercialization of any Licensed Compound and/or Licensed Product by Merck or its sublicensee or assignee actually utilizes Tigercat Know-How or would, but for such license, infringe Tigercat Patent Rights, such license shall be royalty-bearing at the rate of [***] of the applicable Licensed Compound or Licensed Product. Merck’s license under this Section 12.05(a) shall be limited solely to the right to Develop, Manufacture and Commercialize any such Licensed Compound and/or Licensed Product in the Field in the Territory. (b) Tigercat shall reasonably cooperate with Merck in order to enable Merck to assume responsibility for the Development, Manufacture and Commercialization of all Licensed Compounds and Licensed Products then being Developed, Manufactured or Commercialized by Tigercat. Such cooperation and assistance shall be provided in a timely manner, not to exceed six (6) months, and shall include the following, without limitation: (i) Tigercat shall transfer to Merck (or its nominee) all INDs, NDAs and Marketing Authorizations, and all supporting documentation for such filings and applications, made or obtained by Tigercat or its Affiliates or any of its sublicensees to the extent relating to any Licensed Compound and/or Licensed Product then being Commercialized or in Development. (ii) Tigercat shall assign to Merck all of its rights in any trademarks claiming any proprietary name approved by a Regulatory Authority for any Licensed Product or utilized by Tigercat for any Licensed Product (i.e., a Licensed Product’s “brand name”) and shall transfer to Merck all of its rights in any domain names containing such trademarks, in each case to the extent that such trademarks have actually been or are planned to be utilized by Tigercat in connection with the Commercialization of Licensed Product in the Field, but excluding any trademarks which apply to products other than just Licensed Products. Any assignment or transfer to Merck pursuant to this Section 12.05(b)(ii) shall be at no cost to Merck. (iii) Tigercat shall transfer to Merck (or its nominee), to the extent not previously provided, a copy of all Tigercat Know-How in its possession or under its control relating to any Licensed Compound and/or Licensed Product then being Commercialized or in clinical Development by Tigercat and reasonably necessary or useful for its continued Development, Manufacture and/or Commercialization, including without limitation all information contained in Tigercat’s regulatory and/or safety databases, all in the format then currently maintained by Tigercat. Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (iv) Upon the request of Merck, Tigercat shall transfer to Merck, at a price to be agreed upon in good faith by the Parties, that shall not be more than [***] of Tigercat’s fully allocated Manufacturing cost for the Licensed Compound and/or Licensed Product, all quantities of Licensed Compound and Licensed Product in the possession of Tigercat or its Affiliates (including, without limitation, clinical trial supplies and Licensed Product intended for Commercialization). The Parties shall use Diligent Efforts to complete the transition of the Development, Manufacture and Commercialization of all Licensed Compounds and Licensed Products from Tigercat to Merck pursuant to this Section 12.05 as soon as is reasonably possible.

Licensed Product Reversion. Upon termination of this Agreement in its entirety by Merck as a result of a breach of Section 2.02 for any reason or by Tigercat Licensee pursuant to Section 12.02, at Merck’s option and upon Merck’s written request, the following provisions shall apply: (a) Effective upon such termination, without further action by any either Party, Merck shall have a worldwide, fully paid-up, royalty-free, sublicensable, transferable, exclusive and perpetual license from Tigercat, which shall be Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. exclusive in the Field, Licensee under any Tigercat Licensee Know-How and Tigercat or Licensee Patent Rights existing at the time of termination and that are is necessary for and were actually used by Tigercat or useful for the use, Development, Manufacture, or Commercialization of any Licensed Compound and/or Licensed Product. To the extent that the Development, Manufacture, or Commercialization of any Licensed Compound and/or Licensed Product that is then being Developed or Commercialized by Merck or its sublicensee or assignee actually utilizes Tigercat Know-How or would, but for such license, infringe Tigercat Patent Rights, such license shall be royalty-bearing at the rate of [***] of the applicable Licensed Compound or Licensed ProductLicensee. Merck’s license under this Section 12.05(a) shall be limited solely to the right to Develop, Manufacture make, have made, use, import, export, Commercialize, offer to sell and Commercialize any sell such Licensed Compound and/or Licensed Product in the Field in and Territory. Further, if any Licensee Patent Rights are licensed from a Third Party then Licensee shall not be required to grant the Territoryforegoing license if such license would require the payment of money by Licensee, unless Merck agrees to assume any such payment obligations. (b) Tigercat Licensee shall reasonably cooperate with Merck at Merck’s expense in order to enable Merck to assume responsibility for the Development, Manufacture and and/or Commercialization of all Licensed Compounds and Licensed Products then being Developed, Manufactured or Commercialized by TigercatLicensee. Such cooperation and assistance shall be provided in a timely manner, not no to exceed six (6) months, and shall include the following, without limitation: (i) Tigercat Licensee shall transfer to Merck (or its nominee) ), at Merck’s expense, all INDs, NDAs and Marketing Authorizations, drug approval applications for Marketing Authorizations, and all supporting documentation for such filings and applications, made or obtained by Tigercat Licensee or its Affiliates or any of its sublicensees to the extent relating to any Licensed Compound and/or Licensed Product then being Commercialized or in Development. (ii) Tigercat Licensee shall assign to Merck all of its rights in any trademarks claiming any proprietary name approved by a Regulatory Authority for any Licensed Product or utilized by Tigercat for any Licensed Product (i.e., a Licensed Product’s “brand name”) and shall transfer to Merck all of its rights in any domain names containing such trademarks, in each case at Merck’s expense and only to the extent that such trademarks have actually been or are planned to be utilized by Tigercat Licensee in connection with the Commercialization of Licensed Product in the Field. Subject to any rights of Third Parties therein, but excluding any trademarks which apply to products other than just Licensed Products. Any assignment or transfer to Merck pursuant to this Section 12.05(b)(ii) shall be at no cost to Merckroyalty-free. (iii) Tigercat Licensee shall transfer to Merck (or its nominee), at Merck’s expense, to the extent not previously provided, a copy of all Tigercat Licensee Know-How in its possession or under its control relating to any Licensed Compound and/or Licensed Product then being Commercialized or in clinical Development by Tigercat Licensee and reasonably necessary or useful for its continued Development, Manufacture and/or Commercialization, including without limitation all information contained in TigercatLicensee’s regulatory and/or safety databases, all in the format then currently maintained by Tigercat. Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange CommissionLicensee. (iv) Upon the request of Merck, Tigercat Licensee shall use reasonable efforts to assign to Merck any Sublicense Agreements previously entered into by Licensee to the extent related to Licensed Product. (v) Upon the request of Merck, Licensee, its Affiliates and its sublicensees shall complete any Clinical Trials related to Licensed Product in the Field that (x) are being conducted under Licensee’s IND for Licensed Product and are ongoing as of the date this Agreement is terminated, and (y) for which it is not practicable to transfer responsibility for conducting such studies to Merck; provided, however, that Merck agrees to reimburse Licensee for all Development costs incurred by Licensee after termination in completing such studies. (vi) Upon the request of Merck, Licensee shall transfer to Merck, at a price to be agreed upon in good faith by the Partiesfaith, that shall not be more than [***] one hundred and ten percent (110%) of TigercatLicensee’s fully allocated Manufacturing cost for the Licensed Compound and/or Licensed Product, all quantities of Licensed Compound and Licensed Product in the possession of Tigercat Licensee or its Affiliates (including, without limitation, clinical trial supplies and Licensed Product intended for Commercializationcommercial sale). (vii) At Merck’s request, Licensee’s sublicensee shall transfer to Merck the items described in clauses (a) and (b) of Section 2.04. (viii) At Merck’s request, Licensee shall promptly provide to Merck copies of all clinical trial, contract manufacturing, or service agreements entered into by Licensee or its Affiliates with respect to the Licensed Product. At Merck’s request, Licensee shall promptly assign (or cause to be assigned), such agreements to Merck, to the extent such assignment is permitted under such agreement or, in the case that such agreements involve products other than the Licensed Product, to the extent that the portion of the agreement involving solely the Licensed Product can be assigned. In the event that such an assignment is not permitted under a particular clinical trial, contract manufacturing, or service agreement, then Licensee shall reasonably cooperate (at Merck’s request) to assist Merck in obtaining the benefits of such agreement. The Parties shall use Diligent Efforts to complete the transition of the Development, Manufacture and Commercialization of all the Licensed Compounds and Licensed Products Product from Tigercat Licensee to Merck pursuant to this Section 12.05 as soon as is reasonably possiblein a prompt manner.

Licensed Product Reversion. Upon termination of this Agreement in its entirety by Merck as a result of a breach of Section 2.02 Schering for any reason or by Tigercat Licensee pursuant to Section 12.02, at Merck’s option and upon Merck’s written request12.3, the following provisions shall apply: (a) Effective upon such termination, without further action by any either Party, Merck shall have a worldwide, sublicensable, transferable, perpetual [ * ] license from Tigercat, which shall be Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. exclusive in the Field, Licensee under any Tigercat Know-How and Tigercat Patent Rights existing at the time of termination Program IP that are is owned or Controlled by Licensee that is necessary for and were actually used by Tigercat or useful for the use, Development, Manufacture, or Commercialization of any Licensed Compound and/or Licensed Product. To the extent that the Development, Manufacture, or Commercialization of any Licensed Compound and/or Licensed Product by Merck or its sublicensee or assignee actually utilizes Tigercat Know-How or would, but for such license, infringe Tigercat Patent Rights, such license shall be royalty-bearing at the rate of [***] of the applicable Licensed Compound or Licensed Product. Merck’s license under this Section 12.05(a) shall be limited solely to the right to Develop, Manufacture and Commercialize any such Licensed Compound and/or Licensed Product in the Field in the TerritoryField. (b) Tigercat Licensee shall reasonably cooperate with Merck Schering in order to enable Merck Schering to assume responsibility for the Development, Manufacture and and/or Commercialization of all Licensed Compounds and Licensed Products then being Developed, Manufactured or Commercialized by TigercatLicensee. Such cooperation and assistance shall be provided in a timely manner, not to exceed six (6) months, manner and shall include the following, without limitation: (i) Tigercat Licensee shall transfer to Merck Schering (or its nominee) all INDs, NDAs and Marketing AuthorizationsRegulatory Approvals, drug approval applications for Regulatory Approvals, and all supporting documentation for such filings and applicationsapplications (to the extent assignable and not cancelled), made or obtained by Tigercat Licensee or its Affiliates or any of its sublicensees to the extent relating to any Licensed Compound and/or Licensed Product then being Commercialized or in Development. (ii) Tigercat Licensee shall assign to Merck Schering all of its rights in any trademarks claiming any proprietary name approved by a Regulatory Authority for any Licensed Product or utilized by Tigercat for any Licensed Product (i.e., a Licensed Product’s “brand name”) and shall transfer to Merck Schering all of its rights in any domain names containing such trademarks, in each case to the extent owned or Controlled by Licensee and to the extent that such trademarks have actually been or are planned to be utilized by Tigercat Licensee in connection with the Commercialization of Licensed Product in the Field, but excluding any trademarks which apply to products other than just Licensed Products. Any assignment or transfer to Merck Schering pursuant to this Section 12.05(b)(ii12.6(b)(ii) shall be at no cost to MerckSchering. (iii) Tigercat Licensee shall transfer to Merck Schering (or its nominee), to the extent not previously provided, a copy of all Tigercat Know-How in its possession owned or under its control Controlled by Licensee relating to any Licensed Compound and/or Licensed Product then being Commercialized in the Field or in clinical Development by Tigercat Licensee in the Field and reasonably necessary or useful for its continued Development, Manufacture and/or CommercializationCommercialization in the Field, including without limitation all information contained in TigercatLicensee’s regulatory and/or safety databases, all in the format then currently maintained by Tigercat. Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange CommissionLicensee. (iv) Upon the request of MerckSchering, Tigercat Licensee shall use reasonable and Commercially Reasonable Efforts to assign to Schering any Sublicense Agreements previously granted by Licensee related to the Development of Licensed Product in the Field. (v) Upon the request of Schering, Licensee, its Affiliates and its sublicensees shall complete any clinical studies related to Licensed Product in the Field that (x) are being conducted under Licensee’s IND for Licensed Product and are ongoing as of the date this Agreement is terminated, and (y) for which it is not practicable to transfer responsibility for conducting such studies to Schering; provided, however, that Schering agrees to reimburse Licensee for all Development costs incurred by Licensee after termination in completing such studies. (vi) Upon the request of Schering, Licensee shall transfer to MerckSchering, at a price to be agreed upon in good faith by the Partiesfaith, that which shall not be more than [***[ * ] of TigercatLicensee’s fully allocated Manufacturing manufacturing cost for the Licensed Compound and/or Licensed Product, all quantities of Licensed Compound and Licensed Product in the possession of Tigercat Licensee or its Affiliates (including, without limitation, clinical trial supplies and Licensed Product intended for Commercializationcommercial sale). (vii) At Schering’s request, Licensee shall promptly provide to Schering copies of all clinical trial, contract manufacturing, or service agreements entered into by Licensee or its Affiliates with respect to the Development or Manufacture of Licensed Product in the Field. At Schering’s request, Licensee shall promptly assign (or cause to be assigned), such agreements to Schering, to the extent such assignment is permitted under such agreement or, in the case that such agreements involve products other than the Licensed Product, to the extent that the portion of the agreement involving solely the Development or Manufacture of Licensed Product in the Field can be assigned. In the event that such an assignment is not permitted under a particular clinical trial, contract manufacturing, or service agreement, then Licensee shall reasonably cooperate (at Schering’s request) to assist Schering in obtaining the benefits of such agreement. The Parties shall use Diligent Efforts commercially reasonable efforts to complete the transition of the Development, Manufacture and Commercialization of all the Licensed Compounds and Licensed Products Product from Tigercat Licensee to Merck Schering pursuant to this Section 12.05 12.6 as soon as is reasonably possible.

Licensed Product Reversion. Upon termination of this Agreement in its entirety by Merck as a result of a breach of Section 2.02 Schering for any reason or by Tigercat Licensee pursuant to Section 12.02, at Merck’s option and upon Merck’s written request12.3, the following provisions shall apply: (a) Effective upon such termination, without further action by any either Party, Merck shall have a worldwide, sublicensable, transferable, perpetual [ * ] license from Tigercat, which shall be Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. exclusive in the Field, Licensee under any Tigercat Know-How and Tigercat Patent Rights existing at the time of termination Program IP that are is owned or Controlled by Licensee that is necessary for and were actually used by Tigercat or useful for the use, Development, Manufacture, or Commercialization of any Licensed Compound and/or Licensed Product. To the extent that the Development, Manufacture, or Commercialization of any Licensed Compound and/or Licensed Product by Merck or its sublicensee or assignee actually utilizes Tigercat Know-How or would, but for such license, infringe Tigercat Patent Rights, such license shall be royalty-bearing at the rate of [***] of the applicable Licensed Compound or Licensed Product. Merck’s license under this Section 12.05(a) shall be limited solely to the right to Develop, Manufacture and Commercialize any such Licensed Compound and/or Licensed Product in the Field in the TerritoryField. (b) Tigercat Licensee shall reasonably cooperate with Merck Schering in order to enable Merck Schering to assume responsibility for the Development, Manufacture and and/or Commercialization of all Licensed Compounds and Licensed Products then being Developed, Manufactured or Commercialized by TigercatLicensee. Such cooperation and assistance shall be provided in a timely manner, not to exceed six (6) months, manner and shall include the following, without limitation: (i) Tigercat Licensee shall transfer to Merck Schering (or its nominee) all INDs, NDAs and Marketing AuthorizationsRegulatory Approvals, drug approval applications for Regulatory Approvals, and all supporting documentation for such filings and applicationsapplications (to the extent assignable and not cancelled), made or obtained by Tigercat Licensee or its Affiliates or any of its sublicensees to the extent relating to any Licensed Compound and/or Licensed Product then being Commercialized or in Development. (ii) Tigercat Licensee shall assign to Merck Schering all of its rights in any trademarks claiming any proprietary name approved by a Regulatory Authority for any Licensed Product or utilized by Tigercat for any Licensed Product (i.e., a Licensed Product’s “brand name”) and shall transfer to Merck Schering all of its rights in any domain names containing such trademarks, in each case to the extent owned or Controlled by Licensee and to the extent that such trademarks have actually been or are planned to be utilized by Tigercat Licensee in connection with the Commercialization of Licensed Product in the Field, but excluding any trademarks which apply to products other than just Licensed Products. Any assignment or transfer to Merck Schering pursuant to this Section 12.05(b)(ii12.6(b)(ii) shall be at no cost to MerckSchering. (iii) Tigercat Licensee shall transfer to Merck Schering (or its nominee), to the extent not previously provided, a copy of all Tigercat Know-How in its possession owned or under its control Controlled by Licensee relating to any Licensed Compound and/or Licensed Product then being Commercialized in the Field or in clinical Development by Tigercat Licensee in the Field and reasonably necessary or useful for its continued Development, Manufacture and/or CommercializationCommercialization in the Field, including without limitation all information contained in TigercatLicensee’s regulatory and/or safety databases, all in the format then currently maintained by Tigercat. Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange CommissionLicensee. (iv) Upon the request of MerckSchering, Tigercat Licensee shall use reasonable and Commercially Reasonable Efforts to assign to Schering any Sublicense Agreements previously granted by Licensee related to the Development of Licensed Product in the Field. [ * ] = 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. (v) Upon the request of Schering, Licensee, its Affiliates and its sublicensees shall complete any clinical studies related to Licensed Product in the Field that (x) are being conducted under Licensee’s IND for Licensed Product and are ongoing as of the date this Agreement is terminated, and (y) for which it is not practicable to transfer responsibility for conducting such studies to Schering; provided, however, that Schering agrees to reimburse Licensee for all Development costs incurred by Licensee after termination in completing such studies. (vi) Upon the request of Schering, Licensee shall transfer to MerckSchering, at a price to be agreed upon in good faith by the Partiesfaith, that which shall not be more than [***[ * ] of TigercatLicensee’s fully allocated Manufacturing manufacturing cost for the Licensed Compound and/or Licensed Product, all quantities of Licensed Compound and Licensed Product in the possession of Tigercat Licensee or its Affiliates (including, without limitation, clinical trial supplies and Licensed Product intended for Commercializationcommercial sale). (vii) At Schering’s request, Licensee shall promptly provide to Schering copies of all clinical trial, contract manufacturing, or service agreements entered into by Licensee or its Affiliates with respect to the Development or Manufacture of Licensed Product in the Field. At Schering’s request, Licensee shall promptly assign (or cause to be assigned), such agreements to Schering, to the extent such assignment is permitted under such agreement or, in the case that such agreements involve products other than the Licensed Product, to the extent that the portion of the agreement involving solely the Development or Manufacture of Licensed Product in the Field can be assigned. In the event that such an assignment is not permitted under a particular clinical trial, contract manufacturing, or service agreement, then Licensee shall reasonably cooperate (at Schering’s request) to assist Schering in obtaining the benefits of such agreement. The Parties shall use Diligent Efforts commercially reasonable efforts to complete the transition of the Development, Manufacture and Commercialization of all the Licensed Compounds and Licensed Products Product from Tigercat Licensee to Merck Schering pursuant to this Section 12.05 12.6 as soon as is reasonably possible.

Licensed Product Reversion. Upon termination of this Agreement in its entirety by Merck as a result of a breach of Section 2.02 for any reason or by Tigercat Licensee pursuant to Section 12.02, at Merck’s option and upon Merck’s written request, the following provisions shall apply: (a) Effective upon such termination, without further action by any either Party, Merck shall have a worldwide, fully paid-up, royalty-free, sublicensable, transferable, exclusive and perpetual license from Tigercat, which shall be Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. exclusive in the Field, Licensee under any Tigercat Licensee Know-How and Tigercat or Licensee Patent Rights existing at the time of termination and that are is necessary for and were actually used by Tigercat or useful for the use, Development, Manufacture, or Commercialization of any Licensed Compound and/or Licensed Product. To the extent that the Development, Manufacture, or Commercialization of any Licensed Compound and/or Licensed Product that is then being Developed or Commercialized by Merck or its sublicensee or assignee actually utilizes Tigercat Know-How or would, but for such license, infringe Tigercat Patent Rights, such license shall be royalty-bearing at the rate of [***] of the applicable Licensed Compound or Licensed ProductLicensee. Merck’s license under this Section 12.05(a) shall be limited solely to the right to Develop, Manufacture make, have made, use, import, export, Commercialize, offer to sell and Commercialize any sell such Licensed Compound and/or Licensed Product in the Field in the and Territory. (b) Tigercat Licensee shall reasonably cooperate with Merck in order to enable Merck to assume responsibility for the Development, Manufacture and and/or Commercialization of all Licensed Compounds and Licensed Products then being Developed, Manufactured or Commercialized by TigercatLicensee. Such cooperation and assistance shall be provided in a timely manner, not to exceed six (6) months, and shall include the following, without limitation: (i) Tigercat Licensee shall transfer to Merck (or its nominee) all INDs, NDAs and Marketing Authorizations, drug approval applications for Marketing Authorizations, and all supporting documentation for such filings and applications, made or obtained by Tigercat Licensee or its Affiliates or any of its sublicensees to the extent relating to any Licensed Compound and/or Licensed Product then being Commercialized or in Development. (ii) Tigercat Licensee shall assign to Merck all of its rights in any trademarks claiming any proprietary name approved by a Regulatory Authority for any Licensed Product or utilized by Tigercat for any Licensed Product (i.e., a Licensed Product’s “brand name”) and shall transfer to Merck all of its rights in any domain names containing such trademarks, in each case to the extent that such trademarks have actually been or are planned to be utilized by Tigercat Licensee in connection with the Commercialization of Licensed Product in the Field, but excluding any trademarks which apply to products other than just Licensed Products. Any assignment or transfer to Merck pursuant to this Section 12.05(b)(ii) shall be at no cost to Merck. (iii) Tigercat Licensee shall transfer to Merck (or its nominee), to the extent not previously provided, a copy of all Tigercat Licensee Know-How in its possession or under its control relating to any Licensed Compound and/or Licensed Product then being Commercialized or in clinical Development by Tigercat Licensee and reasonably necessary or useful for its continued Development, Manufacture and/or Commercialization, including without limitation all information contained in TigercatLicensee’s regulatory and/or safety databases, all in the format then currently maintained by Tigercat. Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange CommissionLicensee. (iv) Upon the written request of Merck, Tigercat Licensee shall transfer use reasonable and diligent efforts to assign to Merck any sublicenses previously granted by Licensee related to Licensed Product. (v) Upon the written request of Merck, at a price Licensee, its Affiliates and its sublicensees shall complete any clinical studies related to be agreed upon in good faith by the Parties, that shall not be more than [***] of Tigercat’s fully allocated Manufacturing cost for the Licensed Compound and/or Licensed Product, all quantities of Licensed Compound and Licensed Product in the possession of Tigercat or its Affiliates Field that (including, without limitation, clinical trial supplies and x) are being conducted under Licensee’s IND for Licensed Product intended for Commercialization). The Parties shall use Diligent Efforts to complete the transition and arc ongoing as of the Developmentdate this Agreement is terminated, Manufacture and Commercialization of (y) for which it is not practicable to transfer responsibility for conducting such studies to Merck; provided, however, that Merck agrees to reimburse Licensee for all Licensed Compounds and Licensed Products from Tigercat to Merck pursuant to this Section 12.05 as soon as is reasonably possibleDevelopment costs incurred by Licensee after termination in completing such studies.