Common use of Licenses and Other Rights Clause in Contracts

Licenses and Other Rights. (i) Upon termination of this Agreement, whether in its entirety or for a particular Selected LNA Compound or Product, by Enzon pursuant to Section 10.2 or by Santaris pursuant to Section 10.3, all licenses with respect to the applicable Selected LNA Compound or Product to Enzon under Section 2.1 shall terminate, and Enzon shall (without charge, other than reimbursement of out-of-pocket expenses): (A) as soon as reasonably practicable after such termination, upon Santaris’s request: (x) assign to Santaris all of Enzon’s right, title and interest in and to any agreements between Enzon and Third Parties that are freely assignable by Enzon, subject to assumption by Santaris of all obligations accruing thereunder thereafter, and that relate solely to the Development or manufacture of the terminated Selected LNA Compound or Product (or, if not relating solely to the terminated Selected LNA Compound or Product, shall cooperate with Santaris to otherwise provide the benefit of such agreement); to the extent that any such agreement is not freely assignable by Enzon, then such agreement will not be assigned, and upon the request of Santaris, Enzon will cooperate in good faith and use Diligent Efforts (which shall not include the obligation to pay money or commence litigation) to allow Santaris to obtain a license or other right to the extent Enzon has the right and ability to do so; (y) if Enzon has, as of the effective date of termination, filed an MAA for the terminated Product in the United States, grant Santaris a license to any Product Trademarks, for such Product including any registrations and design patents for such Product and any Internet domain name registrations for such trademarks and slogans, all to the extent they relate to such Product; and (z) assign all of Enzon’s right, title and interest in and to any Development Data, Regulatory Filings, Regulatory Approvals and LNA Compound Patents (or, if any such Development Data, Regulatory Filings, Regulatory Approvals and LNA Compound Patent relates to other Selected LNA Compounds or Products then being Developed or Commercialized by Enzon and not subject to such termination, Enzon agrees to grant, and hereby grants, Santaris the exclusive, perpetual, royalty-free license (with right to sublicense) under such Development Data, Regulatory Filings, Regulatory Approvals and LNA Compound Patents to develop, manufacture and commercialize all products, other than such Selected LNA Compounds or Products then being Developed or Commercialized by Enzon and not subject to such termination).

Licenses and Other Rights. (i) Upon termination of this Agreement, whether in its entirety or for a particular Selected LNA Compound or Product, Agreement by Enzon pursuant to Section 10.2 7.2 or by Santaris NatImmune pursuant to Section 10.37.3(a) or 7.3(b), all licenses with respect to the applicable Selected LNA Compound or Product to Enzon under Section 2.1 shall terminate, and Enzon shall (without charge, other than reimbursement of out-of-pocket expensesexpenses and as otherwise provided below): (A1) as As soon as reasonably practicable after such termination, Enzon will upon SantarisNatImmune’s request: request (xi) assign to Santaris NatImmune all of Enzon’s right, title and interest in and to any agreements between Enzon and Third Parties that are freely assignable by Enzon, subject to assumption by Santaris NatImmune of all obligations accruing thereunder thereafter, and that relate solely to the Development development or manufacture of the terminated Selected LNA Compound or any Product (or, if not relating solely to the terminated Selected LNA Compound or Product, shall cooperate with Santaris NatImmune to otherwise provide the benefit of such agreement); (ii) grant NatImmune a license to all Product Trademarks, including any registrations and design patents for in connection with all Products and any Internet domain name registrations for such trademarks and slogans, all to the extent they relate to a Product; and (iii) assign all of Enzon’s right, title and interest in and to any Development Data, Regulatory Filings and Regulatory Approvals for the Products. To the extent that any such agreement described in this Section is not freely assignable by Enzon, then such agreement will not be assigned, and upon the request of SantarisNatImmune, Enzon will cooperate in good faith and use Diligent Efforts (which shall not include the obligation to pay money or commence litigation) to allow Santaris NatImmune to obtain a license or other right to the extent Enzon has the right and ability to do so;. (y2) if Enzon haswill, upon NatImmune’s request, transfer to NatImmune or its designee the management and continued performance of any clinical trials for Products ongoing as of the effective date of such termination. (3) Enzon will, filed an MAA for the terminated upon NatImmune’s request, if Enzon is then manufacturing a Product in accordance with GMP requirements, (i) transfer the United States, grant Santaris a license to any Product Trademarks, completed manufacturing process for such Product including any registrations to NatImmune or its designee for its use solely to manufacture such Product and design patents subject to all Third Party rights and obligations, cooperate with NatImmune to effect the transition of such manufacturing process, and (ii) supply NatImmune with clinical and commercial quantities of such Product for the shorter of (A) the period until NatImmune or its designee has established and validated a manufacturing process for such Product and any Internet domain name registrations is approved to manufacture clinical trial and commercial supplies of such Product or (B) [**Redacted**] from the effective date of such termination; provided, that NatImmune will reimburse Enzon for such trademarks and slogans, all to the extent they relate [**Redacted**] with respect to such Product; and. (z4) assign all of Enzon’s right, title and interest in and to any Development Data, Regulatory Filings, Regulatory Approvals and LNA Compound Patents (or, if any such Development Data, Regulatory Filings, Regulatory Approvals and LNA Compound Patent relates to other Selected LNA Compounds or Products then being Developed or Commercialized To the extent requested by Enzon and not subject to such terminationNatImmune, Enzon agrees to grant, grant and hereby grantsgrants to NatImmune, Santaris the effective upon such termination of this Agreement, (x) a non-exclusive, perpetualfully paid-up, royalty-free license (worldwide right and license, with the right to sublicense, under Enzon Know-how; and (y) a non-exclusive, worldwide right and license, with the right to sublicense, under such Development DataEnzon Patents, Regulatory Filingsin the case of both (x) and (y), Regulatory Approvals and LNA Compound Patents solely for NatImmune to develop, manufacture manufacture, sell, offer to sale and commercialize all productsotherwise Commercialize Products. In consideration of the license described in subparagraph (y) above, other than NatImmune shall pay to Enzon a royalty equal to [**Redacted**] of its Net Sales of the Product until expiration of the last valid claim of an Enzon Patent encompassed by such Selected LNA Compounds license, provided, however, if NatImmune terminates the Agreement pursuant to Section 7.3, Enzon’s royalties will be capped at the amount of [**Redacted**]; provided, that NatImmune may offset against such payment obligations any contract damages that are determined to be due to NatImmune pursuant to Article 10. (5) Enzon will cooperate in any reasonable manner requested by NatImmune to achieve a smooth and expeditious transition of the development, manufacturing, marketing, and sales of the Products to NatImmune or Products then being Developed or Commercialized by its licensees. (ii) If Enzon is entitled to terminate this Agreement pursuant to Section 7.3(a) and not subject to Section 7.3(c), Enzon may elect, in lieu of such terminationtermination of this Agreement in its entirety, to terminate the licenses granted to NatImmune under Sections 2.2 and 2.3; and the licenses granted to Enzon under Section 2.1 shall continue, subject to the terms and conditions of this Agreement, including any obligation to make all payments under Article 4, and Enzon will no longer be required to hold the meetings described in Section 3.1(a), provide copies of changes to the Development Plan as described in Section 3.1(d), provide NatImmune with copies of Commercialization Plans as described in Section 3.6(c), or provide assistance with sales force training or access to promotional materials as described in Section 3.6(e) . In such case, Enzon shall remain liable for the Event Milestone Payments, royalties and other payments due under Article 4, however, Enzon may offset against such payment obligations any contract damages that are determined to be due to Enzon pursuant to Article 10.

Licenses and Other Rights. (i) Upon termination of this Agreement, whether in its entirety or for a particular Selected LNA Compound or Product, Agreement by Enzon pursuant to Section 10.2 7.2 or by Santaris NatImmune pursuant to Section 10.37.3(a) or 7.3(b), all licenses with respect to the applicable Selected LNA Compound or Product to Enzon under Section 2.1 shall terminate, and Enzon shall (without charge, other than reimbursement of out-of-pocket expensesexpenses and as otherwise provided below): (A1) as As soon as reasonably practicable after such termination, Enzon will upon SantarisNatImmune’s request: request (xi) assign to Santaris NatImmune all of Enzon’s right, title and interest in and to any agreements between Enzon and Third Parties that are freely assignable by Enzon, subject to assumption by Santaris NatImmune of all obligations accruing thereunder thereafter, and that relate solely to the Development development or manufacture of the terminated Selected LNA Compound or any Product (or, if not relating solely to the terminated Selected LNA Compound or Product, shall cooperate with Santaris NatImmune to otherwise provide the benefit of such agreement); (ii) grant NatImmune a license to all Product Trademarks, including any registrations and design patents for in connection with all Products and any Internet domain name registrations for such trademarks and slogans, all to the extent they relate to a Product; and (iii) assign all of Enzon’s right, title and interest in and to any Development Data, Regulatory Filings and Regulatory Approvals for the Products. To the extent that any such agreement described in this Section is not freely assignable by Enzon, then such agreement will not be assigned, and upon the request of SantarisNatImmune, Enzon will cooperate in good faith and use Diligent Efforts (which shall not include the obligation to pay money or commence litigation) to allow Santaris NatImmune to obtain a license or other right to the extent Enzon has the right and ability to do so;. (y2) if Enzon haswill, upon NatImmune’s request, transfer to NatImmune or its designee the management and continued performance of any clinical trials for Products ongoing as of the effective date of such termination. (3) Enzon will, filed an MAA for the terminated upon NatImmune’s request, if Enzon is then manufacturing a Product in accordance with GMP requirements, (i) transfer the United States, grant Santaris a license to any Product Trademarks, completed manufacturing process for such Product including any registrations to NatImmune or its designee for its use solely to manufacture such Product and design patents subject to all Third Party rights and obligations, cooperate with NatImmune to effect the transition of such manufacturing process, and (ii) supply NatImmune with clinical and commercial quantities of such Product for the shorter of (A) the period until NatImmune or its designee has established and validated a manufacturing process for such Product and any Internet domain name registrations is approved to manufacture clinical trial and commercial supplies of such Product or (B) [**Redacted**] from the effective date of such termination; provided, that NatImmune will reimburse Enzon for such trademarks and slogans, all to the extent they relate [**Redacted**] with respect to such Product; and. (z4) assign all of Enzon’s right, title and interest in and to any Development Data, Regulatory Filings, Regulatory Approvals and LNA Compound Patents (or, if any such Development Data, Regulatory Filings, Regulatory Approvals and LNA Compound Patent relates to other Selected LNA Compounds or Products then being Developed or Commercialized To the extent requested by Enzon and not subject to such terminationNatImmune, Enzon agrees to grant, grant and hereby grantsgrants to NatImmune, Santaris the effective upon such termination of this Agreement, (x) a non-exclusive, perpetualfully paid-up, royalty-free license (worldwide right and license, with the right to sublicense, under Enzon Know-how; and (y) a non-exclusive, worldwide right and license, with the right to sublicense, under such Development DataEnzon Patents, Regulatory Filingsin the case of both (x) and (y), Regulatory Approvals and LNA Compound Patents solely for NatImmune to develop, manufacture manufacture, sell, offer to sale and commercialize all productsotherwise Commercialize Products. In consideration of the license described in subparagraph (y) above, other than NatImmune shall pay to Enzon a royalty equal to [**Redacted**] of its Net Sales of the Product until expiration of the last valid claim of an Enzon Patent encompassed by such Selected LNA Compounds license, provided, however, if NatImmune terminates the Agreement pursuant to Section 7.3, Enzon’s royalties will be capped at the amount of [**Redacted**]; provided, that NatImmune may offset against such payment obligations any contract damages that are determined to be due to NatImmune pursuant to Article 10. (5) Enzon will cooperate in any reasonable manner requested by NatImmune to achieve a smooth and expeditious transition of the development, manufacturing, marketing, and sales of the Products to NatImmune or Products then being Developed or Commercialized by its licensees. (ii) If Enzon is entitled to terminate this Agreement pursuant to Section 7.3(a) and not subject to Section 7.3(c), Enzon may elect, in lieu of such terminationtermination of this Agreement in its entirety, to terminate the licenses granted to NatImmune under Sections 2.2 and 2.3; and the licenses granted to Enzon under Section 2.1 shall continue, subject to the terms and conditions of this Agreement, including any obligation to make all payments under Article 4, and Enzon will no longer be required to hold the meetings described in Section 3.1(a), provide copies of changes to the Development Plan as described in Section 3.1(d), provide NatImmune with copies of Commercialization Plans as described in Section 3.6(c), or provide assistance with sales force training or access to promotional materials as described in Section 3.6(e). In such case, Enzon shall remain liable for the Event Milestone Payments, royalties and other payments due under Article 4, however, Enzon may offset against such payment obligations any contract damages that are determined to be due to Enzon pursuant to Article 10.