Product Reversion. In the event that Biogen Idec fails to use Commercially Reasonable and Diligent Efforts to develop and commercialize a Co-Funded Product pursuant to Article 9 or in the event that Sunesis terminates this Agreement pursuant to Section 14.2 for Biogen Idec’s breach, pursuant to Section 14.3 for Biogen Idec’s bankruptcy or in the event that Biogen Idec terminates this Agreement pursuant to Section 14.4 for convenience, Sunesis shall have the right to assume the development and commercialization of such Co-Funded Product, subject to the terms and conditions of this Section 3.5, upon notice to Biogen Idec. Upon effective date of such notice from Sunesis, such Co-Funded Product shall be designated a “Reverted Product”, the terms set forth in Section 1 of Exhibit 3.5 attached hereto shall thereafter apply, and Sunesis shall pay royalties to Biogen Idec as provided under 7.6.2 on Net Sales of such Reverted Product by Sunesis.
Product Reversion. In the event Gilead terminates this Agreement pursuant to Section 9.3 above, or Roche terminates this Agreement pursuant to Section 9.6, all licenses granted to Roche under Section 2.1 hereof shall terminate, all rights to Products shall automatically revert to Gilead, and Roche shall cooperate with Gilead in all respects to effect the prompt and efficient transfer to Gilead of Product development and marketing activities. In the event of such termination, Roche hereby assigns to Gilead all right, title and interest in and to all regulatory filings and approvals pertaining to Products. In addition, contingent upon such termination, Roche hereby grants to Gilead an exclusive, royalty-free license under the Roche Patents and the Roche Know-How which are necessary or useful for the manufacture, use or sale of the Product(s) as such product(s) exist as of the date of termination. Gilead's rights to practice such Roche technology shall be limited exclusively to the purpose of development and commercialization of products that would be Products hereunder. If Roche terminates its rights in one or more countries under Section 9.6, or loses its rights in one or more countries pursuant to Section 4.2, this Section 9.5 shall apply only in the countries in which such termination is effective. If such termination occurs on less than a worldwide basis, Roche shall (i) supply the requirements of Gilead or its subsequent licensee for Product (in bulk or finished form), or intermediates of such Product, at Roche's Cost of Goods Sold, so long as Roche manufactures or procures the Product or intermediate for its own account, and (ii) at Gilead's request, assist reasonably in the transfer of manufacturing processes to new suppliers. If such termination occurs on a worldwide basis, then Roche shall (i) provide such supply, to the extent it had established it for its own account prior to such termination, and (ii) at Gilead's request, assist reasonably in
Product Reversion. Upon termination of this Agreement for any reason, except as described in Section 15.9 below, the following provisions shall apply:
(a) Effective upon such termination, without further action by either Party, Anacor shall have a worldwide, royalty-free, sublicensable, exclusive and perpetual license from Licensee under any Licensee IP existing at the time of termination and which is necessary or useful for the use, Development, Manufacture, or Commercialization of the Licensed Product that is then being Developed or Commercialized by Licensee. Anacor's license under this Section 15.8(a) shall be limited solely to the right to Develop, make, have made, use, import, export, Commercialize, offer to sell and sell such Licensed Product in the Field. [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
(b) Licensee shall reasonably cooperate with Anacor in order to enable Anacor to assume responsibility for the Development, Manufacture and/or Commercialization of all Licensed Products then being Developed, Manufactured or Commercialized by Licensee. Such cooperation and assistance shall be provided in a timely manner (having regard to the nature of the cooperation or assistance requested) and shall include without limitation:
(i) Licensee shall transfer to Anacor (or its nominee) all INDs, Regulatory Approvals and Drug Approval Applications for Regulatory Approvals made or obtained by Licensee or its Affiliates or any of its sublicensees to the extent relating to Licensed Product then being Commercialized or in Development.
(ii) Licensee shall assign to Anacor all of its rights in any Marks and shall transfer to Anacor all of its rights in any domain names containing Marks, in each case to the extent that such Marks have actually been or are planned to be utilized by Licensee in connection with the Commercialization of Licensed Product in the Field. Any assignment or transfer to Anacor pursuant to this Section 15.8(b)(ii) shall be at no cost to Anacor.
(iii) Licensee shall transfer to Anacor (or its nominee), to the extent not previously provided, a copy of all Project Data and Know-How in its possession or under its control relating to any Licensed Product then being Commercialized or in clinical Development by Licensee and reasonably necessary or useful for its continued Development, Manufacture and/or Co...
Product Reversion. Upon termination of this Agreement by Advaxis pursuant to Section 11.2 or by OST pursuant to Section 11.4, within sixty (60) days following the effective date of termination, the parties shall negotiate in good faith, and shall enter into, an agreement with commercially reasonable financial terms under which OST will transfer the Research, Development, manufacture and commercialization of the Licensed Products to Advaxis, including a license under the Know-How and Patents Controlled by OST that are necessary or useful in the Research, Development, manufacture and commercialization of the Licensed Products, and the transfer of all data (including all data obtained by or on behalf of COG in connection with the COG Study), results, inventory or Licensed Product, Regulatory Filings and other regulatory materials related to the Research, Development, manufacture and commercialization of the Licensed Products.
Product Reversion. Subject to Section 2.5(b), upon termination of this Agreement, Century shall negotiate in good faith with CDI for a period not to exceed sixty (60) days from the effective date of termination the terms and conditions of an agreement under which Century will transfer the development, manufacture and Commercialization of the Licensed Products to CDI, including a license under any Regulatory Documentation, Know-How and Patent Rights developed or used by Century in the development, manufacture and Commercialization of the Licensed Products within the Field in the Territory. If the Parties fail to agree on such terms and conditions and execute such an agreement within such sixty (60)-day period, then Century shall have no obligations to transfer any such items or grant a license under any such Regulatory Documentation, Know-How or Patent Rights.
Product Reversion. This Section 12.5(d) shall apply for any early termination of this Agreement other than in the event Ascletis maintains its license in accordance with Section 12.5(b).
(i) License to 3-V in the Territory. Ascletis hereby grants to 3-V and its Affiliates, effective only upon early termination of this Agreement, a sole and exclusive (even as to Ascletis, its Affiliates and Sublicensees and successors should Ascletis be sold), sub-licensable, license under the Ascletis IP to Develop, Manufacture, Commercialize and otherwise Exploit the Compounds and the Products in the Territory.
Product Reversion. 3.5.1. In the event that Biogen Idec fails to use Commercially Reasonable and Diligent Efforts to develop and commercialize a Co-Funded Product pursuant to Article 9 or in the event that Sunesis terminates this Agreement pursuant to Section 14.2 for Biogen Idec’s breach, pursuant to Section 14.3 for Biogen Idec’s bankruptcy or in the event that Biogen Idec terminates this Agreement pursuant to Section 14.4 for convenience, Sunesis shall have the right to assume the development and commercialization of such Co-Funded Product, subject to the terms and conditions of this Section 3.5.1, upon notice to Biogen Idec. Upon effective date of such notice from Sunesis, such Co-Funded Product shall be designated a “Reverted Product”, the terms set forth in Section 1 of Exhibit 3.5.1 attached hereto shall thereafter apply, and Sunesis shall pay royalties to Biogen Idec as provided under 7.6.2 on Net Sales of such Reverted Product by Sunesis.
3.5.2. In the event that (i) Sunesis fails to use Commercially Reasonable and Diligent Efforts to develop and commercialize a BIIB062 Product pursuant to the terms of this Agreement, and Biogen Idec provides Sunesis with written notice of such failure, (ii) Biogen Idec terminates this Agreement for Sunesis’ breach or bankruptcy pursuant to Section 14.2 or 14.3, respectively, (iii) Biogen Idec terminates the BIIB062 Terms for failure to initiate a Phase I clinical trial pursuant to Section 14.6 or (iv) Sunesis terminates the BIIB062 Terms for convenience pursuant to Section 14.5, Biogen Idec shall, in each case, assume responsibility for the development and commercialization of BIIB062 and BIIB062 Product, subject to the terms { * } = 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.
Product Reversion. In the event USGN terminates this Agreement for a material breach by Kidde as provided in Section 7.3 or upon the filing by or against Kidde of a bankruptcy event as provided in Section 7.4, all licenses granted to Kidde under Section 2.1 hereof shall terminate, all rights to Products shall automatically revert to USGN. Kidde shall use commercially reasonable efforts to effect the transfer to USGN of Product development, manufacturing and marketing activities. If Kidde loses its rights in one or more channels or markets pursuant to Section 5.6, this Section 7.8 shall apply only in the countries in which such termination is effective. If such termination occurs on a worldwide basis, then Kidde shall (i) provide such supply of Products until its inventory of Products is depleted in exchange for reimbursement of Kidde's cost of goods sold with respect to the supply. *** Confidential treatment requested
Product Reversion. Upon termination of this Agreement by Licensee pursuant to Section 10.02 other than for a Safety Issue, or upon termination of this Agreement by MSD pursuant to Section 10.03, the following provisions will apply:
(a) Effective upon such termination, without further action by either Party, MSD will have, and Licensee hereby grants to MSD, (1) an exclusive, fully paid-up, irrevocable, perpetual, royalty-free, worldwide license, with the right to grant sublicenses (through multiple tiers), under the Licensee Grantback Patents and Licensee Grantback Know-How, to Develop, Manufacture, use and Commercialize the Grantback MK-8408 Products in the Field in the Territory, and (2) in accordance with the process set forth in Section 10.05(b), an exclusive right to negotiate for a non-exclusive, royalty-bearing, worldwide license under the AT- 527/511 Combination Grantback Patents and AT-527/511 Combination Grantback Know- How to Develop, Manufacture, use and Commercialize the AT-527/511 Combination Products in the AT-527/511 Combination Grantback Field in the Territory (the “AT- 527/511 Combination Grantback License”).
(b) MSD may exercise its rights under Section 10.05(a)(2) by providing written notice to Licensee at any time during the [***] day period following the date that notice of termination is provided or received by MSD, as applicable. If MSD provides such notice exercising such rights, then the Parties will negotiate for up to [***] days in good faith an agreement for the AT-527/511 Combination Grantback License, which will be on commercially reasonable, market standard terms, taking into consideration the reason for termination of this Agreement, subject to Section 10.05(b)(i) – Section 10.05(b)(iv). Upon the expiration of such [***] day negotiation period (or such other period the Parties mutually agree in writing) without the Parties executing an agreement for the AT-527/511 Combination Grantback License, MSD’s rights and Licensee’s obligations under Section 10.05(a)(2) and this Section 10.05(b) will expire in their entirety.
(i) [***].
(ii) During the negotiation specified in Section 10.05(b) for the AT-527/511 Combination Grantback License, if not adverse to patient safety or prohibited by Applicable Law or any Regulatory Authority, Licensee, its Affiliates and its sublicensees and subcontractors will continue, at Licensee’s sole expense, to conduct any Clinical Trials related to the AT-527/511 Combination Products in the AT- 527/511 Combination Grantb...
Product Reversion. Upon termination of this Agreement, the following provisions will apply:
(a) Effective upon such termination, PNP shall have the right for ninety (90) calendar days to negotiate with GeoVax for an exclusive worldwide license, with the right to grant sublicenses (through multiple tiers), under the GeoVax Improvement Patents, and GeoVax Improvement Know How to Develop, Manufacture, use and Commercialize the Licensed Products in the Field in the Territory.
(b) Upon PNP’s written request, GeoVax will reasonably cooperate with PNP (or its designee(s)) to enable PNP (or its designee(s)) to assume responsibility for the Development, Manufacture and Commercialization of Compound and Product in the Field in the Territory. Such cooperation and assistance will be provided in a timely manner and at fully loaded cost paid by PNP to GeoVax for assets already assigned under Section 2.01 (resulting in a buy-back), and will include, without limitation, to the extent requested by PNP and agreed to by GeoVax subject to the written agreement of terms, the following:
(i) GeoVax will transfer and assign to PNP (or its designee) all BLAs, INDs, NDAs, Regulatory Approvals, and all supporting documentation for such filings and applications (including all data), made or obtained by or on behalf of GeoVax or any of its Affiliates or any of its sublicensee or subcontractors relating to Licensed Product.
(ii) GeoVax will transfer and assign to PNP (or its designee) all rights in any trademarks and trade dress, and will transfer and assign to PNP all rights in any domain names containing such trademarks, to the extent that such trademarks or trade dress, as applicable, have actually been or are planned to be used by GeoVax or any of its Affiliates or any of its sublicensees or subcontractors in connection with Compound or Product; provided, however, that for clarity, the foregoing trademarks and trade dress will exclude the corporate names, logos, trademarks and trade dress of GeoVax or any of its Affiliates, sublicensees or subcontractors.
(iii) GeoVax will transfer to PNP (or its designee), to the extent not previously provided, a copy of all GeoVax Know-How and Know-How Improvements, including all information contained in GeoVax’s regulatory or safety databases, in the format then currently maintained by GeoVax.
(iv) GeoVax will assign to PNP (or its designee) any Sublicense Agreements or Subcontract Agreements previously entered into by GeoVax (or any of its Affiliates) to the exte...
