Common use of Obligations upon Early Termination Clause in Contracts

Obligations upon Early Termination. 20.1 In the event of termination of this Agreement by Onconova in accordance with Section 19.2, 19.3, 19.4 or 19.5 or by SymBio under Section 19.1, i) all Licensed Rights shall revert to Onconova without any compensation to be paid by Onconova; ii) SymBio shall return to Onconova any and all Onconova Information; iii) SymBio shall transfer to Onconova or its nominee any and all Marketing Approvals and all other filings and submissions with and to Regulatory Authorities with respect to the Licensed Product. To this end SymBio shall make Commercially Reasonable Efforts to file for transfer with the relevant Regulatory Authorities and to give all other notifications and approvals necessary under law for the transfer of Marketing Approvals and such other filings and submissions; iv) SymBio shall grant to Onconova a worldwide, fully-paid, royalty-free license, with the right to sublicense, to use the SymBio Trademarks (including, without limitation, the goodwill symbolized by such SymBio Trademarks) used to brand the Licensed Product, and a license to reproduce, distribute, perform, display and prepare derivative works of SymBio’s copyrights used to brand or promote the Licensed Product, in each case solely to the extent necessary or useful for commercializing the Licensed Product; v) The licenses granted by SymBio to Onconova pursuant to Section 2.2 and other provisions of this Agreement shall continue in effect in addition to those sections that also survive pursuant to Section 18.3; vi) SymBio shall furnish Onconova with reasonable cooperation, at SymBio’s expense, to assure a smooth transition of any clinical or other studies in progress related to the Compound or Licensed Products which Onconova determines to continue in compliance with applicable Laws and ethical guidelines applicable to the transfer or termination of any such studies. In the event that Onconova informs SymBio that it does not intend to continue specific development activities then in progress, costs incurred in closing out such activities shall be borne by SymBio; and vii) SymBio shall not withdraw or cancel any Marketing Approval or Drug Approval Application, unless expressly instructed so by Onconova in writing. 20.2 In the event of termination of this Agreement by SymBio in accordance with Sections 19.2, 19.3 or 19.4: i) The Licensed Rights under Section 2.1 shall survive subject to all payment obligation under Articles 14 and 15, provided, however that SymBio may defer the payment of any milestones or royalties payable hereunder pursuant to Articles 14 or 15, as applicable, until after a determination of the damages, if any, that may be owed by Onconova, with SymBio having the right to offset any such damages that are so determined against the milestones or royalties becoming payable to Onconova thereafter; ii) SymBio shall retain ownership of any and all Marketing Approvals and other permits or approvals held by SymBio in the Licensed Territory with respect to the Licensed Product; and iii) Onconova’s obligations and SymBio’s rights under Articles 5, 6, 7 and 8 shall continue in addition to those sections that also survive pursuant to Section 18.3, including without limitation SymBio’s obligation to indemnify Onconova pursuant to Section 16.2. 20.3 All rights and licenses granted under or pursuant to this Agreement by Onconova or SymBio are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code and of any similar provisions of applicable Laws under any other jurisdiction (collectively, the “Bankruptcy Laws”), licenses of right to “intellectual property” as defined under the Bankruptcy Laws. Onconova agrees that SymBio, as a licensee of rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Laws.

Obligations upon Early Termination. 20.1 15.3.1. In the event of termination of this Agreement by Onconova either Party in accordance with Section 19.2, 19.3, 19.4 or 19.5 or by SymBio under Section 19.1,15.2: i(a) all Licensed Rights shall revert to Onconova CTI without any compensation to be paid by OnconovaCTI; ii(b) SymBio Baxter shall promptly return to Onconova CTI any and all Onconova CTI Information; iii(c) SymBio Baxter shall promptly transfer to Onconova CTI or its nominee designee any and all Marketing Approvals and all other filings and submissions with and to Regulatory Authorities owned by Baxter or its Affiliates with respect to the Licensed Product. To this end SymBio Baxter shall make Commercially Reasonable Efforts to file for transfer with the relevant Regulatory Authorities and to give all other notifications and approvals necessary under law for the transfer of Marketing Approvals and such other filings and submissions;; ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. **** Indicates that the amount of information omitted was a page or more in length, and such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions iv(d) SymBio Baxter shall grant to Onconova CTI a worldwide, fully-paid, royalty-free worldwide license, with the right to sublicense, through multiple tiers of Sublicensees, to use the SymBio any Baxter Trademarks (including, without limitation, the goodwill symbolized by such SymBio Baxter Trademarks) used to brand the Licensed ProductProducts, and a license to reproduce, distribute, perform, display and prepare derivative works of SymBio’s Xxxxxx’x copyrights used to brand or promote Promote the Licensed Product, in each case solely to the extent necessary or useful for commercializing Commercializing the Licensed Product; provided that such license shall bear a commercially reasonable royalty to be agreed by the Parties in good faith and provided further that the term of the license shall be no greater than ** unless agreed to by Baxter; v(e) The licenses granted by SymBio Baxter to Onconova CTI pursuant to Section 2.2 and other provisions of this Agreement shall continue in effect effect, but shall also from such time forward include the right to grant sublicenses through multiple tiers of Sublicensees, but solely to the extent necessary or useful for Developing or Commercializing the Licensed Product, in addition to those sections that also survive pursuant to Section 18.315.5; vi(f) SymBio Baxter shall furnish Onconova CTI with reasonable cooperation, at SymBio’s Xxxxxx’x expense, to assure a smooth transition of any clinical or other studies in progress then being conducted by Baxter or its Affiliates related to the Compound or Compound, Drug Product and/or Licensed Products Product which Onconova CTI determines to continue in compliance with applicable Laws and ethical guidelines applicable to the transfer or termination of any such studies. In the event that Onconova CTI informs SymBio Baxter that it does not intend to continue specific development activities then in progress, each Party shall bear its own costs incurred in closing out such activities shall be borne by SymBioactivities; and vii(g) SymBio Baxter shall not withdraw or cancel any Marketing Approval or Drug Reimbursement Approval Applicationor application for either, unless expressly instructed so by Onconova CTI in writing. 20.2 In ; provided that CTI shall be responsible for all costs and expenses for the event maintenance of termination of this Agreement by SymBio in accordance with Sections 19.2, 19.3 or 19.4: i) The Licensed Rights under Section 2.1 shall survive subject to all payment obligation under Articles 14 and 15, provided, however that SymBio may defer the payment of any milestones or royalties payable hereunder pursuant to Articles 14 or 15, as applicable, until after a determination of the damages, if any, that may be owed by Onconova, with SymBio having the right to offset any such damages that are so determined against the milestones or royalties becoming payable to Onconova thereafter; ii) SymBio shall retain ownership of any and all Marketing Approvals and other permits or approvals held by SymBio in the Licensed Territory with respect to the Licensed Product; and iii) Onconova’s obligations and SymBio’s rights under Articles 5, 6, 7 and 8 shall continue in addition to those sections that also survive pursuant to Section 18.3, including without limitation SymBio’s obligation to indemnify Onconova pursuant to Section 16.2Reimbursement Approvals following receipt of notice of termination. 20.3 All rights and licenses granted under or pursuant to this Agreement by Onconova or SymBio are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code and of any similar provisions of applicable Laws under any other jurisdiction (collectively, the “Bankruptcy Laws”), licenses of right to “intellectual property” as defined under the Bankruptcy Laws. Onconova agrees that SymBio, as a licensee of rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Laws.