Common use of Return of Rights Clause in Contracts

Return of Rights. Notwithstanding the above, (i) Novartis shall upon termination by Novartis pursuant to Article 10.3(a) or 10.3(d) or termination by Emisphere for unremedied material breach by Novartis pursuant to Article 10.5, promptly provide Emisphere, at Emisphere’s request with all Novartis data for the Development Plan Carriers or Commercial Carriers as is necessary for Emisphere to continue with Development and Commercialisation. (ii) Emisphere shall upon early termination by Novartis for unremedied material breach by Emisphere pursuant to Article 10.5, promptly provide Novartis, at Novartis’ request with all Emisphere data for the Development Plan Carriers or Commercial Carriers as is necessary for Novartis to continue with Development and Commercialization. Effective upon termination for material breach as per this section, each Party shall, and it hereby does, grant to the other a non-exclusive, royalty-bearing license of *** with the right to sub-license under the granting Party’s interest in the Patent Rights, Know-how, Joint IP and Carrier Improvements to make, have made, use, sell, have sold, offer for sale or import Products.

Return of Rights. Notwithstanding the above, (i) Novartis shall upon early termination by Novartis pursuant to Article 10.3(a) or 10.3(d) or termination by Emisphere for unremedied material breach by Novartis pursuant to Article 10.510.4, promptly provide Emisphere, at Emisphere’s request with all Novartis data for the Development Plan Carriers Programme or Commercial Carriers as is necessary for Emisphere to continue with Development and Commercialisation. (ii) Emisphere shall upon early termination by Novartis for unremedied material breach by Emisphere pursuant to Article 10.510.4, promptly provide Novartis, at Novartis’ request with all Emisphere data for the Development Plan Carriers Programme or Commercial Carriers as is necessary for Novartis to continue with Development and Commercialization. Effective upon termination for material breach as per this section, each Party shall, and it hereby does, grant to the other a non-exclusive, royalty-bearing license of *** with the right to sub-license under the granting Party’s interest in the Patent Rights, Know-how, Joint IP and Carrier Improvements to make, have made, use, sell, have sold, offer for sale or import Products.

Return of Rights. Notwithstanding the above, (i) Novartis shall upon early termination by Novartis pursuant to Article 10.3(a) or 10.3(d) or termination by Emisphere for unremedied material breach by Novartis pursuant to Article 10.510.4, promptly provide Emisphere, at Emisphere’s request with all Novartis data for the Development Plan Carriers Programme or Commercial Carriers as is necessary for Emisphere to continue with Development and Commercialisation. (ii) Emisphere shall upon early termination by Novartis for unremedied material breach by Emisphere pursuant to Article 10.510.4, promptly provide Novartis, at Novartis’ request with all Emisphere data for the Development Plan Carriers Programme or Commercial Carriers as is necessary for Novartis to continue with Development and Commercialization. Effective upon termination for material breach as per this section, each Party shall, and it hereby does, grant to the other a non-exclusive, royalty-bearing license of *** with the right to sub-license under the granting Party’s interest in the Patent Rights, Know-how, Joint IP and Carrier Improvements to make, have made, use, sell, have sold, offer for sale or import Products.