Common use of Post-Termination Rights Clause in Contracts

Post-Termination Rights. (a) In the event of termination by Alexion under Section 13.2(b) or (c) or by XOMA under Section 13.2(a), XOMA will (i) in the event of a termination pursuant to Section 13.2(a) or (b), at Alexion's request continue to honor all of its obligations hereunder for the six (6) month period following notice of termination by XOMA under Section 13.2(a) or the six (6) month period following written notice of termination by Alexion under Section 13.2(b), including cost obligations, (ii) at Alexion's request, in good faith negotiate to enter into a manufacturing agreement with Alexion, on commercial terms similar to those being made available by XOMA for manufacturing at that time, for the manufacture and supply of Product sufficient to satisfy reasonably anticipated demand (clinical and/or commercial) for a period of (x) in the event such termination occurs prior to completion (i.e., last patient dosing) of the first Phase III Study of a Product in the Field, eighteen (18) months following such termination, and (y) in the event such termination occurs after completion of the first Phase III Study of a Product in the Field, three (3) years following such termination, and (iii) at Alexion's request, (A) provide technology transfer and other assistance reasonably necessary to establish Alexion, Alexion's Affiliates or any Third Party as a manufacturer of Product, in which case Alexion will reimburse all of XOMA's reasonable costs associated with such transfer and assistance, (B) Alexion shall have an exclusive (even as to XOMA), royalty-free, fully paid-up, sublicensable license under the XOMA Technology to use, develop, make, have made, sell, have sold, offer for sale, import and export Product in the Territory, and (C) notwithstanding that nothing in this Agreement shall constitute a license to XOMA Ireland Limited's bacterial cell expression technology, if necessary, procure from XOMA Ireland Limited a license to such technology for the benefit of such a Third Party manufacturer of a scope substantially similar to the Non-Exclusive XOMA Ireland License on commercial terms that have the same net effect on Alexion as the commercial terms being made available by XOMA Ireland Limited for licenses to such technology at that time. Alexion shall use commercially reasonable efforts to procure the manufacture and supply of Product as soon as practicable following any such termination. The eighteen (18) month and three (3) year periods referred to in clause (ii) above shall be reduced to the extent XOMA provides Alexion an inventory of the Product in question, taking into account the estimated shelf life of such Product, sufficient to satisfy the reasonably anticipated demand (pursuant to any existing forecast or reasonably agreed forecasts if one does not exist) that could be manufactured during such eighteen (18) month or three (3) year period, as the case may be. (b) In the event of termination by XOMA under Section 13.2(c), (i) Alexion will, at XOMA's request, provide technology transfer and other assistance reasonably necessary for the Development or Commercialization of any Product in the Field, in which case XOMA will reimburse all of Alexion's reasonable costs associated with such transfer and assistance, and (ii) XOMA shall have an exclusive (even as to Alexion), royalty-free, fully paid-up, sublicensable license under the Alexion Technology to use, develop, make, have made, sell, have sold, offer for sale, import and export Product in the Field in the Territory. In the event of termination by XOMA under Section 13.2(b), XOMA will have recourse to seek damages under law or equity, without application of Article 12. (c) Upon expiration of this Agreement pursuant to Section 13.1, provided that XOMA has at the time of expiration completed a Phase II Study for a Product in any Future Indication which Alexion has not Opted Back In to prior to such expiration, XOMA shall have an exclusive (even as to Alexion), sublicensable license under the Alexion Technology to use, develop, make, have made, sell, have sold, offer for sale, import and export Products only for such Future Indication(s) in the Territory. In respect of such Product(s), XOMA shall pay Alexion the royalty provided in Section 7.5(a). Upon expiration of this Agreement pursuant to Section 13.1, provided that Alexion has at the time of expiration completed a Phase II Study for a Product in any Future Indication which XOMA has not Opted Back In to prior to such expiration, Alexion shall have an exclusive (even as to XOMA), sublicensable license under the XOMA Technology to use, develop, make, have made, sell, have sold, offer for sale, import and export Products only for such Future Indication(s) in the Territory. In respect of such Product(s), Alexion shall pay XOMA the royalty provided in Section 7.5(a).

Post-Termination Rights. (a) In the event of termination by Alexion under Section 13.2(b) or (c) or by XOMA under Section 13.2(a), XOMA will (i) in the event of a termination pursuant to Section 13.2(a) or (b), at Alexion's ’s request continue to honor all of its obligations hereunder for the six (6) month period following notice of termination by XOMA under Section 13.2(a) or the six (6) month period following written notice of termination by Alexion under Section 13.2(b), including cost obligations, (ii) at Alexion's ’s request, in good faith negotiate to enter into a manufacturing agreement with Alexion, on commercial terms similar to those being made available by XOMA for manufacturing at that time, for the manufacture and supply of Product sufficient to satisfy reasonably anticipated demand (clinical and/or commercial) for a period of (x) in the event such termination occurs prior to completion (i.e., last patient dosing) of the first Phase III Study of a Product in the Field, eighteen (18) months following such termination, and (y) in the event such termination occurs after completion of the first Phase III Study of a Product in the Field, three (3) years following such termination, and (iii) at Alexion's ’s request, (A) provide technology transfer and other assistance reasonably necessary to establish Alexion, Alexion's ’s Affiliates or any Third Party as a manufacturer of Product, in which case Alexion will reimburse all of XOMA's ’s reasonable costs associated with such transfer and assistance, (B) Alexion shall have an exclusive (even as to XOMA), royalty-free, fully paid-up, sublicensable license under the XOMA Technology to use, develop, make, have made, sell, have sold, offer for sale, import and export Product in the Territory, and (C) notwithstanding that nothing in this Agreement shall constitute a license to XOMA Ireland Limited's ’s bacterial cell expression technology, if necessary, procure from XOMA Ireland Limited a license to such technology for the benefit of such a Third Party manufacturer of a scope substantially similar to the Non-Exclusive XOMA Ireland License on commercial terms that have the same net effect on Alexion as the commercial terms being made available by XOMA Ireland Limited for licenses to such technology at that time. Alexion shall use commercially reasonable efforts to procure the manufacture and supply of Product as soon as practicable following any such termination. The eighteen (18) month and three (3) year periods referred to in clause (ii) above shall be reduced to the extent XOMA provides Alexion an inventory of the Product in question, taking into account the estimated shelf life of such Product, sufficient to satisfy the reasonably anticipated demand (pursuant to any existing forecast or reasonably agreed forecasts if one does not exist) that could be manufactured during such eighteen (18) month or three (3) year period, as the case may be. (b) In the event of termination by XOMA under Section 13.2(c), (i) Alexion will, at XOMA's ’s request, provide technology transfer and other assistance reasonably necessary for the Development or Commercialization of any Product in the Field, in which case XOMA will reimburse all of Alexion's ’s reasonable costs associated with such transfer and assistance, and (ii) XOMA shall have an exclusive (even as to Alexion), royalty-free, fully paid-up, sublicensable license under the Alexion Technology to use, develop, make, have made, sell, have sold, offer for sale, import and export Product in the Field in the Territory. In the event of termination by XOMA under Section 13.2(b), XOMA will have recourse to seek damages under law or equity, without application of Article 12. (c) Upon expiration of this Agreement pursuant to Section 13.1, provided that XOMA has at the time of expiration completed a Phase II Study for a Product in any Future Indication which Alexion has not Opted Back In to prior to such expiration, XOMA shall have an exclusive (even as to Alexion), sublicensable license under the Alexion Technology to use, develop, make, have made, sell, have sold, offer for sale, import and export Products only for such Future Indication(s) in the Territory. In respect of such Product(s), XOMA shall pay Alexion the royalty provided in Section 7.5(a). Upon expiration of this Agreement pursuant to Section 13.1, provided that Alexion has at the time of expiration completed a Phase II Study for a Product in any Future Indication which XOMA has not Opted Back In to prior to such expiration, Alexion shall have an exclusive (even as to XOMA), sublicensable license under the XOMA Technology to use, develop, make, have made, sell, have sold, offer for sale, import and export Products only for such Future Indication(s) in the Territory. In respect of such Product(s), Alexion shall pay XOMA the royalty provided in Section 7.5(a).