Common use of Results of Termination Clause in Contracts

Results of Termination. Upon any early termination (i.e., not upon expiration) of this Agreement by Aptose pursuant to Section 12.2 (Termination by Aptose) or by Aptose or CG pursuant to Section 12.3 (Termination by Either Party for Material Breach): (a) all licenses granted to Aptose under this Agreement will terminate, including the license granted by CG to Aptose under Section 4.5 (Commercial License Grant) above; (b) Aptose shall diligently wind down, in accordance with Applicable Laws, all Development activities it is conducting for Products in the Licensed Territory at the time of notice of such termination; (c) Aptose shall transfer and assign to CG all Regulatory Filings and Regulatory Approvals for Products in the Licensed Territory, and all of its right, title and interest in and to the Aptose Data, Aptose Program Technology and Joint Technology that is solely related to Licensed Compounds Developed by Aptose under this Agreement, or that is solely an improvement, enhancement or modification to such Licensed Compounds; (d) Aptose shall assign to CG all of its right, title and interest in and to any and all Product Trademarks, including all goodwill therein; (e) Aptose shall transfer the patent files for all CG Patents in the Licensed Territory to CG; and (f) Aptose agrees to grant, and hereby grants, to CG, effective only upon termination of this Agreement, an exclusive, royalty-free, fully-paid license, with the right to grant sublicenses through multiple tiers, under all such Aptose Program Technology and Aptose’s interest in and to the Joint Technology, that is not solely related to Licensed Compounds Developed by Aptose under this Agreement, or that is not solely an improvement, enhancement or modification to such Licensed Compounds, to develop, make, have made, use, import, export, offer for sale and sell Licensed Compounds and Products in the Field in the Licensed Territory and the Retained Territory.

Results of Termination. Upon any early termination (i.e., not upon expiration) of this Agreement by Aptose pursuant to Section 12.2 10.2 (Termination by Aptose) or by Aptose or CG pursuant to Section 12.3 10.3 (Termination by Either Party for Material Breach): (a) all licenses granted to Aptose under this Agreement will terminate, including the license granted by CG to Aptose under Section 4.5 2.1 (Commercial License Grant) above; (b) Aptose shall diligently wind down, in accordance with Applicable Laws, all Development activities it is conducting for Products in the Licensed Territory at the time of notice of such termination; (c) Aptose shall transfer and assign to CG all Regulatory Filings and Regulatory Approvals for Products in the Licensed Territory, and all of its right, title and interest in and to the Aptose Data, Aptose Program Technology and Joint Technology that is solely related to Licensed Compounds Developed by Aptose under this Agreement, or that is solely an improvement, enhancement or modification to such Licensed Compounds; (d) Aptose shall assign to CG all of its right, title and interest in and to any and all Product Trademarks, including all goodwill therein; (e) Aptose shall transfer the patent files for all CG Patents in the Licensed Territory to CG; and (f) Aptose shall transfer and assign to CG all of its right, title and interest in and to Aptose Program Technology and Joint Technology, except that if any such technology has or could reasonably have a commercially viable application (i.e. beyond mere theoretical claims) to any compound other than Licensed Compounds (such technology collectively, “Generally Applicable Technology”), then instead of such transfer and assignment, Aptose agrees to grant, and hereby grants, to CG, under Aptose’s interest in such Generally Applicable Technology, effective only upon termination of this Agreement, an exclusive, royalty-free, fully-paid license, with the right to grant sublicenses through multiple tiers, under all such Aptose Program Technology and Aptose’s interest in and to the Joint Technology, that is not solely related to Licensed Compounds Developed by Aptose under this Agreement, or that is not solely an improvement, enhancement or modification to such Licensed Compounds, to develop, make, have made, use, import, export, offer for sale and sell Licensed Compounds and Products in the Field in the Licensed Territory and the Retained Territory.