Obligations Related to Ongoing Activities. Upon the effective date of termination of this Agreement, each Party (a) shall have the right to cancel all ongoing obligations as of the effective date of termination and (b) shall complete all non-cancellable obligations at its own expense. From the date of notice of termination until the effective date of termination, Roche and FMI shall each continue their activities, including preparatory activities, ongoing as of the date of notice of termination. However, neither Party shall be obliged to initiate any new activities not ongoing at the date of notice of termination. After the effective date of termination, neither Party shall have an obligation to perform and/or complete any activities or to make any payments for performing or completing any activities after such effective date of termination under this Agreement, except as expressly stated herein. Notwithstanding the foregoing, (a) in case of termination by FMI under Section 17.2.2 or 17.2.3 or by Roche under Section 17.2.4, upon the request of FMI, Roche shall complete any clinical studies related to the Product(s) that are being conducted by Roche for the Product(s) and are ongoing as of the effective date of termination, and (b) in case of termination by Roche under Section 17.2.2 or 17.2.3, upon the request of Roche, FMI shall complete any clinical studies related to the Product(s) that are being conducted by FMI for the Product(s) and are ongoing as of the effective date of termination; provided, however, that
(i) both FMI and Roche in their reasonable judgment have concluded that completing any such clinical studies does not present an unreasonable risk to patient safety;
(ii) neither Party shall have an obligation to recruit or enroll any additional patients after the effective date of termination; and
(iii) FMI agrees to reimburse Roche for all of its development costs that incurred by or on behalf of Roche after the effective date of termination in completing such clinical studies as per subsection (a) above and Roche agrees to reimburse FMI for all of its development costs that incurred by or on behalf of Roche after the effective date of termination in completing such clinical studies as per subsection (b) above.
Obligations Related to Ongoing Activities. [***] Notice, then Roche (a) shall have the right to cancel all ongoing obligations and (b) shall complete all non-cancellable obligations at its own expense. lf lcagen provides such timely Continuation Election Notice, then from the date of notice of termination until the effective date of termination, Roche shall continue activities, including preparatory activities, ongoing as of the date of notice of termination. However, Roche shall not be obliged to initiate any new activities not ongoing at the date of notice of termination. After the effective date of termination, Roche shall have no obligation to perform and/or complete any activities or to make any payments for performing or completing any activities under this Agreement, except as expressly stated herein. Notwithstanding the foregoing, in case of termination by lcagen under Section 16.2.1 or 16.2.2 or by Roche under Section 16.2.4, upon the request of lcagen, Roche shall complete any Clinical Studies related to the Product(s) that are being conducted under its lND for the Product(s) and are ongoing as of the effective date of termination; provided, however, that
(i) both lcagen and Roche in their reasonable judgment have concluded that completing any such Clinical Studies does not present an unreasonable risk to patient safety;
(ii) Roche shall have no obligation to recruit or enroll any additional patients after the effective date of termination; and
(iii) lcagen agrees to reimburse Roche for all of its development costs that arise after the effective date of termination in completing such Clinical Studies.
Obligations Related to Ongoing Activities. (i) From the date of notice of termination until the effective date of termination, this Agreement shall remain in full force and effect
(ii) If Roche has provided notice to River Vision pursuant to Section 15.4(c)(i) that it does not wish to continue the development and commercialization of the Compound and/or Product, then River Vision (A) has the right to cancel all ongoing obligations and (B) shall complete all non-cancellable obligations at its own expense. LICENSE AGREEMENT
(iii) If Roche has provided notice to River Vision pursuant to Section 15.4(c) that Roche wishes to continue the development and/or commercialization of the Compound and/or Product, then, at Roche’s request, River Vision shall [***] continue non-clinical activities ongoing as of the date of notice of termination (for clarity, the treatment of clinical trials is addressed below).
(iv) If Roche has provided notice to River Vision pursuant to Section 15.4(c) that Roche wishes to continue the development and/or commercialization of the Product, then, upon the request of Roche, River Vision shall complete [***], any clinical studies related to the Product that are being conducted under its IND (or equivalent) for the Product and are ongoing as of the notice of termination; provided, however, that Roche agrees [***] in completing such clinical studies and provided further that each of River Vision and Roche in their respective reasonable judgment has concluded that completing any such clinical studies does not present a unreasonable risk to patient safety.
(v) In any case, after the effective date of termination, River Vision shall not have any obligation to perform and/or complete any new activities or to make any payments for performing or completing any new activities under this Agreement, except as expressly stated in Section 15.5(a)(iii).
Obligations Related to Ongoing Activities. From the date of notice of termination until the effective date of termination, Roche shall continue activities, including but not limited to preparatory activities, ongoing as of the date of notice of termination and shall be responsible for all of its uncancelable obligations. However, Roche shall not be obliged to initiate any new activities not ongoing at the date of notice of termination. In any case, after the effective date of termination, Roche shall not have any obligation to perform and/or complete any activities or to make any payments for performing or completing any activities under this Agreement. Notwithstanding the foregoing, in case of termination by PTC under Section 20.3.1, 20.3.2, 20.3.4 or 20.3.5, or by Roche under Section 20.3.3, upon the request of PTC or Foundation, Roche shall complete any Clinical Studies related to the Product that are being conducted under its IND for the Product and are ongoing as of the effective date of termination; provided, however, that Roche may agree but shall have no obligation to recruit or enroll any additional patients after the date of termination.
Obligations Related to Ongoing Activities. If BPM does not provide a timely Continuation Election Notice, then each Party (a) shall have the right to cancel all ongoing obligations and (b) shall complete all non-cancellable obligations. If BPM provides such timely Continuation Election Notice, then from the date of notice of termination until the effective date of termination, Roche shall continue all activities contemplated by this Agreement, including preparatory activities, ongoing as of the date of notice of termination. However, Roche shall not be obliged to initiate any new activities not ongoing at the date of notice of termination. After the effective date of termination, neither Roche nor BPM shall have an obligation to perform and/or complete any activities except as expressly stated herein. Notwithstanding the foregoing, in case of termination by BPM under Section 21.2.1, Section 21.2.2 or Section 21.2.5 or by Roche under Section 21.2.4, upon the request of BPM, Roche shall complete any Clinical Studies related to the Licensed Product(s) that are being conducted under its IND(s) for the Licensed Product(s) and are ongoing as of the effective date of termination; provided, however, that (i) both BPM and Roche in their reasonable judgment have concluded that completing any such Clinical Studies does not present an unreasonable risk to patient safety; and
Obligations Related to Ongoing Activities. If Dicerna does not provide timely Continuation Election Notice, then Roche (a) shall have the right to cancel all ongoing non-financial obligations with respect to the applicable Licensed Product(s) and (b) shall complete all non-cancellable obligations at its own expense. If Dicerna provides such timely Continuation Election Notice, then from the date of notice of termination until the effective date of termination, Roche shall continue activities for the applicable Licensed Product(s), including preparatory activities, ongoing as of the date of notice of termination. Additionally, for Third Party CMO and CRO service providers in use by Roche for the applicable Licensed Product(s) of Roche, upon request of Dicerna Roche will facilitate an introduction to, cooperate in good faith, and allow Dicerna to contract directly with, such contractual party, if possible. Roche shall not be obliged to initiate any new activities not ongoing at the date of notice of termination. After the effective date of termination, Roche shall have no obligation to perform and/or complete any activities or to make any payments for performing or completing any Development activities under this Agreement, except as expressly stated in the Agreement. Roche shall promptly transfer back to Dicerna all patent prosecution files relating to Licensed IP and patent prosecution activities to Dicerna’s control. Notwithstanding the foregoing, in case of termination by Dicerna under Section 20.2.1 or 20.2.2 or by Roche under Section 20.2.4, upon the request of Dicerna, Roche shall complete any Clinical Studies related to the applicable Licensed Product(s) that are being conducted under its CTAs for the Licensed Product(s) and are ongoing as of the effective date of termination; provided, however, that:
(i) both Dicerna and Roche in their reasonable judgment have concluded that completing any such Clinical Studies does not present an unreasonable risk to patient safety;
(ii) Roche shall have no obligation to recruit or enroll any additional patients after the date of termination; and
(iii) Dicerna shall be responsible for all Development Costs that arise after the effective date of termination in completing such Clinical Studies. Either Party shall have the right to complete on-going pre-clinical animal studies if the early termination thereof would raise potential ethical concerns concerning animal rights issues.
Obligations Related to Ongoing Activities. If Roche does not provide timely Continuation Election Notice, then Dermira (a) shall have the right to cancel all cancellable ongoing obligations and (b) shall complete all non-cancellable obligations at [*****] expense. If Roche provides such timely Continuation Election Notice, then from the date of notice of termination until the effective date of termination, Dermira shall continue activities, including preparatory activities, ongoing as of the date of notice of termination. However, Dermira shall not be obliged to initiate any new activities not ongoing at the date of notice of termination. After the effective date of termination, Dermira shall not have any obligation to perform and/or complete any activities or to make any payments for performing or completing any activities under this Agreement, except as expressly stated herein. Notwithstanding the foregoing, in case of termination by Roche under Section 18.2.1 or Section 18.2.2 or by Dermira under Section 18.2.3, upon the request of Roche, Dermira shall complete any studies related to the Product(s) that are being conducted under its IND for the Product(s) and are ongoing as of the effective date of termination; provided, however, that (i) both Dermira and Roche [*****] have concluded that completing any such Clinical Studies does not present an unreasonable risk to patient safety;
Obligations Related to Ongoing Activities. If Regeneron does not provide a timely Continuation Election Notice to Roche then Roche (a) shall have the right to cancel such ongoing obligations, and (b) shall complete all non-cancellable obligations at its own expense. Subject to the foregoing, from the date of notice of termination until the effective date of termination, Roche shall continue activities, including preparatory activities, ongoing as of the date of notice of termination, but shall not be obliged to initiate any new activities not ongoing at the date of notice of termination. With respect to any Clinical Study or other development activities with respect to the Product that Regeneron does not elect to assume, unless the continued conduct of such Clinical Study or other development activity is required by the applicable Regulatory Authority or Applicable Law or the termination of such Clinical Study or other development activity would be inconsistent with standards of ethical conduct of human clinical trials, Roche shall wind-down such activities in a smooth, orderly and efficient manner in compliance with Applicable Law and with due regard for patient safety and the rights of any subjects that are participants in any such Clinical Studies, and take any actions that is reasonably necessary or appropriate to avoid any human health or safety problems or that is otherwise required by Applicable Law. After the end of the effective date of termination, Roche shall have no obligation to perform or complete any activities or to make any payments for performing or completing any activities under this Agreement, except for the Roche Transfer Activities or as otherwise expressly stated herein.
Obligations Related to Ongoing Activities. From the date of notice of any termination until the effective date of any termination, Toyama shall, without limitation of any other obligations under this Agreement, continue, in a Commercially Reasonable fashion, all Development or Commercialization activities concerning Licensed Products in the Field in the Territory, including preparatory activities, ongoing as of the date of notice of termination. However, Toyama shall not be obliged to initiate any new human clinical trials or pediatric formulation development of Licensed Product not ongoing at the date of notice of termination, except to the extent required by Applicable Law or any Governmental Authority. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.
Obligations Related to Ongoing Activities. If Roche does not provide timely Continuation Election Notice, then CinCor shall not have any obligation to perform and/or complete any activities or to make any payments for performing or completing any activities under this Agreement, except as expressly stated herein. If Roche provides such timely Continuation Election Notice, then from the date of notice of termination until the effective date of termination, CinCor shall continue, at CinCor’s cost, activities ongoing with respect to the development, manufacture or commercialization of Compounds and Products as of the date of notice of termination. For the avoidance of doubt, CinCor shall not be obliged to initiate any new activities not ongoing at the date of notice of termination. After the effective date of termination, CinCor shall not have any obligation to perform and/or complete any activities or to make any payments for performing or completing any activities under this Agreement, except as expressly stated herein. Notwithstanding the foregoing, in case of termination by Roche under Sections 19.2, 19.3, or 21.8 or by CinCor under Section 19.4, upon the request of Roche, CinCor shall complete any studies related to the Product(s) that are being conducted under its IND for the Product(s) and are ongoing as of the effective date of termination; provided, however, that
(i) both CinCor and Roche in their reasonable judgment have concluded that completing any such clinical studies does not present an unreasonable risk to patient safety;
(ii) Roche agrees to reimburse CinCor for all of its costs that arise after the effective date of termination in completing such studies.
