Common use of Return of Material; Termination of Rights Clause in Contracts

Return of Material; Termination of Rights. (a) In the event of termination of this Agreement by CombinatoRx with respect to a particular Collaboration Combination, Collaboration Product, Licensed Combination or Licensed Product, then, with respect to such Collaboration Combination, Collaboration Product, Licensed Combination or Licensed Product: (i) all rights and licenses granted to Fovea under this Agreement shall terminate, (ii) all rights and licenses granted to CombinatoRx shall survive, (iii) Fovea shall return all Regulatory Documentation, CombinatoRx Generated Data, files, records and other materials in its possession or control containing or comprising CombinatoRx’s Information or Confidential Information; and (iv) Fovea shall assign to CombinatoRx all Intellectual Property and all Fovea Generated Data. (b) In the event of termination of this Agreement by Fovea with respect to the Collaboration Combination or a Licensed Combination, then, with respect to such Collaboration Combination or Licensed Combination: (i) all rights and licenses granted to CombinatoRx under this Agreement shall terminate; provided that, Fovea shall assume all sublicenses of rights granted to CombinatoRx hereunder, which sublicenses have been granted by CombinatoRx prior to such termination, in accordance with the terms of any such sublicenses, (ii) all rights and licenses granted to Fovea, and Fovea’s obligations under Sections 5.2 and 5.3, shall survive, and (iii) CombinatoRx shall assign to Fovea its right, title and interest in all Fovea Collaboration Combination IP in Europe related to the Collaboration Combination; provided that, Fovea shall assume all licenses to such Fovea Collaboration Combination IP granted by CombinatoRx prior to such assignment in accordance with the terms of any such licenses. Fovea shall not be obligated to return any Regulatory Documentation, CombinatoRx Generated Data, files, records and other materials in its possession or control containing or comprising CombinatoRx’s Information or Confidential Information.

Return of Material; Termination of Rights. (a) In the event of termination of this Agreement in its entirety by Angiotech pursuant to Section 15.3, or by CombinatoRx with respect pursuant to a particular Collaboration Combination, Collaboration Product, Licensed Combination Section 15.4 or Licensed Product, then, with respect to such Collaboration Combination, Collaboration Product, Licensed Combination or Licensed ProductSection 15.5: (i) all rights and licenses granted to Fovea Angiotech under this Agreement shall terminate, (ii) all rights and licenses granted to CombinatoRx pursuant to clauses (b), (c) and (d) of Section 2.2 shall survive, and (iii) Fovea each Party shall return all Regulatory Documentation, CombinatoRx Generated Datadata, files, records and other materials in its possession or control containing or comprising CombinatoRx’s the other Party's Information, or other Confidential Information or Confidential Information; and to which such first Party does not retain rights hereunder (iv) Fovea shall assign to CombinatoRx all Intellectual Property and all Fovea Generated Dataexcept one copy of which may be retained by the returning Party solely for archival purposes). (b) In the event of termination of this Agreement by Fovea with respect to the Collaboration Combination one or a more Fast Track Licensed Combination, then, with respect Products by CombinatoRx pursuant to such Collaboration Combination or Licensed CombinationSection 15.5: (i) all rights and licenses granted to CombinatoRx Angiotech under this Agreement with respect to such Fast Track Licensed Product shall terminate; provided that, Fovea shall assume all sublicenses of rights granted to CombinatoRx hereunder, which sublicenses have been granted by CombinatoRx prior to such termination, in accordance with the terms of any such sublicenses, and (ii) all rights and licenses granted to FoveaCombinatoRx pursuant to clauses (b), (c) and Fovea’s obligations under Sections 5.2 and 5.3, (d) of Section 2.2 shall survivesurvive such termination, and (iii) CombinatoRx Angiotech shall assign to Fovea its right, title and interest in return all Fovea Collaboration Combination IP in Europe related to the Collaboration Combination; provided that, Fovea shall assume all licenses to such Fovea Collaboration Combination IP granted by CombinatoRx prior to such assignment in accordance with the terms of any such licenses. Fovea shall not be obligated to return any Regulatory Documentation, CombinatoRx Generated Datadata, files, records and other materials in its possession or control containing or comprising [**] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. CombinatoRx’s 's Information or other Confidential Information with respect to such Fast Track Licensed Product (except one copy of which may be retained by Angiotech solely for archival purposes). For the avoidance of doubt, Angiotech shall have the right to retain all such Information, including Confidential Information, that is necessary or useful for Angiotech to Exploit Licensed Products and Improvements for remaining Licensed Products. (c) In the event of termination of this Agreement with respect to one or more countries by Angiotech pursuant to Section 15.3: (i) all rights and licenses granted to Angiotech under this Agreement shall terminate with respect to such country or countries, and (ii) all rights and licenses granted to CombinatoRx pursuant to clauses (b), (c) and (d) of Section 2.2 shall survive such termination, and (iii) each Party shall return all data, files, records and other materials in its possession or control containing or comprising the other Party's Information or other Confidential Information with respect to such country or countries to which such first Party does not retain rights hereunder (except one copy of which may be retained by the returning Party solely for archival purposes). For the avoidance of doubt, Angiotech shall have the right to retain all such Information, including Confidential Information, that is necessary or useful for Angiotech to Exploit Licensed Products and Improvements in the remaining countries in the Territory. (d) In the event of termination of this Agreement in its entirety by Angiotech pursuant to Section 15.4, 15.6 or 15.7, (i) CombinatoRx shall deliver or otherwise return to Angiotech all data, files, records and other materials in its possession or control relating to the Licensed Compounds and Licensed Product or containing or comprising Angiotech's Information or other Confidential Information (except one copy of which may be retained by CombinatoRx solely in its legal files for archival purposes to ensure its continuing compliance with this Agreement), and, if this Agreement is terminated by Angiotech pursuant to Section 15.4 prior to the first anniversary of the Effective Date, then CombinatoRx shall assign to Angiotech all of its right, title and interest in and to the Research Results; (ii) all licenses and other rights granted by each Party to the other Party under this Agreement shall terminate; and (iii) all licenses and other rights granted by CombinatoRx to Angiotech under this Agreement shall continue in perpetuity and all applicable obligations of Angiotech under Article 8 shall continue in accordance with their terms, except that, in the event of a termination of this Agreement pursuant to Section 15.4, Angiotech shall be entitled to reduce each milestone and royalty payment that would otherwise be due under Article 8 by thirty percent (30%) until such cumulative reductions equal the total amount of Losses incurred by Angiotech resulting from such breach by CombinatoRx. The provisions of this Section shall be Angiotech's sole and exclusive remedy in the event of a material breach of this Agreement by CombinatoRx; provided, however, that, if, by the fifth anniversary [**] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. 65 following termination of this Agreement by Angiotech pursuant to Section 15.4, Angiotech has not recovered the full amount of Losses resulting from CombinatoRx's breach through such reductions as permitted by this Section, then Angiotech shall be entitled to any other right or remedy availabile to it with respect to such portion of Losses that have not be so recovered.

Return of Material; Termination of Rights. (a) In the event of termination of this Agreement by CombinatoRx with respect to a particular Collaboration Combination, Selected Collaboration Product, Licensed Combination or Selected Licensed Product, then, with respect to such Collaboration Combination, Selected Collaboration Product, Licensed Combination or Selected Licensed Product: (i) all rights and licenses granted to Fovea under this Agreement shall terminate, (ii) all rights and licenses granted to CombinatoRx shall survive, (iii) Fovea shall return all Regulatory Documentation, CombinatoRx Generated Data, files, records and other materials in its possession or control containing or comprising CombinatoRx’s 's Information or Confidential Information; and (iv) Fovea shall assign to CombinatoRx all Intellectual Property and all Fovea Generated Data. (b) In the event of termination of this Agreement by Fovea with respect to the a particular Collaboration Combination or a Licensed Combination, then, with respect to such Collaboration Combination or Licensed Combination: (i) all rights and licenses granted to CombinatoRx under this Agreement shall terminate; provided that, Fovea shall assume all sublicenses of rights granted to CombinatoRx hereunder, which sublicenses have been granted by CombinatoRx prior to such termination, in accordance with the terms of any such sublicenses, (ii) all rights and licenses granted to Fovea, and Fovea’s 's obligations under Sections 5.2 and 5.3, shall survive, and (iii) CombinatoRx shall assign to Fovea its right, title and interest in all Fovea Collaboration Combination IP in Europe related to the such Collaboration Combination; provided that, Fovea shall assume all licenses to such Fovea Collaboration Combination IP granted by CombinatoRx prior to such assignment in accordance with the terms of any such licenses. Fovea shall not be obligated to return any Regulatory Documentation, CombinatoRx Generated Data, files, records and other materials in its possession or control containing or comprising CombinatoRx’s 's Information or Confidential Information.

Return of Material; Termination of Rights. (a) In the event of termination of this Agreement by CombinatoRx with respect to a particular Collaboration Combination, Collaboration Product, Licensed Combination or Licensed Product, then, with respect to such Collaboration Combination, Collaboration Product, Licensed Combination or Licensed Product: (i) all rights and licenses granted to Fovea under this Agreement shall terminate, (ii) all rights and licenses granted to CombinatoRx shall survive, (iii) Fovea shall return all Regulatory Documentation, CombinatoRx Generated Data, files, records and other materials in its possession or control containing or comprising CombinatoRx’s Information or Confidential Information; and (iv) Fovea shall assign to CombinatoRx all Intellectual Property and all Fovea Generated Data. (b) In the event of termination of this Agreement by Fovea with respect to the a particular Collaboration Combination or a Licensed Combination, then, with respect to such Collaboration Combination or Licensed Combination: (i) all rights and licenses granted to CombinatoRx under this Agreement shall terminate; provided that, Fovea shall assume all sublicenses of rights granted to CombinatoRx hereunder, which sublicenses have been granted by CombinatoRx prior to such termination, in accordance with the terms of any such sublicenses, (ii) all rights and licenses granted to Fovea, and Fovea’s obligations under Sections 5.2 and 5.3, shall survive, and (iii) CombinatoRx shall assign to Fovea its right, title and interest in all Fovea Collaboration Combination IP in Europe related to the such Collaboration Combination; provided that, Fovea shall assume all licenses to such Fovea Collaboration Combination IP granted by CombinatoRx prior to such assignment in accordance with the terms of any such licenses. Fovea shall not be obligated to return any Regulatory Documentation, CombinatoRx Generated Data, files, records and other materials in its possession or control containing or comprising CombinatoRx’s Information or Confidential Information.