Common use of Rights and Licenses Clause in Contracts

Rights and Licenses. Upon termination of this Agreement, 12.1.1. EVOTEC shall make its personnel and or other resources reasonably available to ROCHE as necessary to effect an orderly transition of development and commercial responsibilities, with the reasonable cost of such personnel and resources to be born by EVOTEC for such services; * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. 12.1.2. all rights and licenses granted by ROCHE to EVOTEC under this Agreement (or, as applicable, in the country or with respect to that Product) shall terminate on the effective date of termination. In the event of any such termination, the following shall apply and no compensation nor refund shall be due by either Party to the other Party, otherwise than damages as determined by a court of competent jurisdiction: 12.1.3. EVOTEC shall, upon ROCHE’s written request, smoothly and promptly assign and transfer to ROCHE, at no expense to ROCHE, in connection with the Territory or the terminated countries (as applicable), all of EVOTEC’s right, title and interest in and to (i) all trademarks used for Product, (ii) all regulatory filings (such as INDs and drug master files), regulatory approvals, clinical trial agreements (to the extent assignable and not cancelled), (iii) all data, results, clinical trials data, support documentation having arisen out of the development, materials and other information, in EVOTEC’s possession and control related to Product in the Territory, and related to EVOTEC’s Patent Rights and Roche Know-How, (iv) all customer lists, marketing and promotional material, and all other documentation related to marketing, sale, and promotion of the Products in the Territory or in the terminated country (as applicable), and (iv) during the termination notice period provide a reasonable number of person days of qualified personnel to transfer EVOTEC’s manufacturing technology to ROCHE. With respect to the trademarks, the responsibility of preparing and filing of the documents for the recordal of the assignments with the competent authorities in each applicable country and any action required ancillary, shall be born by ROCHE. However, each party shall bear its expenses caused by its activities in connection with the assignments and transfer of the trademarks. 12.1.4. EVOTEC shall further make Commercially Reasonable Efforts to continue making the Product provided however that, EVOTEC shall transfer at its own expenses to ROCHE all technical and industrial know how related to the manufacturing of the Product for use by ROCHE and shall provide reasonable assistance and support (up to a reasonable number of person/days of qualified personnel) as may be reasonably required by ROCHE to be in a position to make the Product itself. * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. 12.1.5. ROCHE shall have the right to disclose such filings, approvals and data to (i) governmental agencies of the country to the extent required or desirable to secure government approval for the development, manufacturing or sale of Product in the country, (ii) Third Parties acting on behalf of ROCHE, its Affiliates or Sublicensees, to the extent reasonably necessary for the development, manufacture, or sale of Product in the country, and (iii) Third Parties to the extent reasonably necessary to market Product in the country. 12.1.6. For a given Product and country so terminated, or for the Territory in the case of termination of this Agreement in its entirety, EVOTEC shall grant to ROCHE an exclusive (even as to EVOTEC), sub-licensable, royalty-free license under all elements of EVOTEC Patents and Know-how that are not severable from the Product, and a non-exclusive, sub-licensable, royalty-free license under all other EVOTEC Patents and Know-how to make, have made, use, offer for sale, sell and import such Product in such country or the Territory, as applicable. 12.1.7. EVOTEC shall agree to take such actions and execute such instruments, agreements and documents as are necessary to affect the foregoing.

Rights and Licenses. Upon termination of this Agreement, 12.1.1. EVOTEC 11.1.1 ENS shall make its personnel and or other resources reasonably available to ROCHE as necessary to effect an orderly transition of development and commercial responsibilities, with the reasonable cost of such personnel and resources to be born by EVOTEC ENS for such services; * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. 12.1.2. all 11.1.2 All rights and licenses granted by ROCHE to EVOTEC ENS under this Agreement (or, as applicable, in the country or with respect to that Product) shall terminate on the effective date of termination. In the event of any such termination, the following shall apply and no compensation nor refund shall be due by either Party to the other Party, otherwise than damages as determined by a court of competent jurisdiction:: * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. 12.1.3. EVOTEC 11.1.3 ENS shall, upon ROCHE’s written request, smoothly and promptly assign and transfer to ROCHE, at no expense to ROCHE, in connection with the Territory or the terminated countries (as applicable), all of EVOTECENS’s right, title and interest in and to (i) all trademarks used for Product, (ii) all regulatory filings (such as INDs and drug master files), regulatory approvals, clinical trial agreements (to the extent assignable and not cancelled), (iii) all data, results, clinical trials data, support documentation having arisen out of the development, materials and other information, in EVOTECENS’s possession and control related to Product in the Territory, and related to EVOTECENS’s Patent Rights and Roche Know-How, (iv) all customer lists, marketing and promotional material, and all other documentation related to marketing, sale, and promotion of the Products in the Territory or in the terminated country (as applicable), and (iv) during the termination notice period provide a reasonable number of person days of qualified personnel to transfer EVOTECENS’s manufacturing technology to ROCHE. With respect to the trademarks, the responsibility of preparing and filing of the documents for the recordal of the assignments with the competent authorities in each applicable country and any action required ancillary, shall be born by ROCHE. However, each party shall bear its expenses caused by its activities in connection with the assignments and transfer of the trademarks. 12.1.4. EVOTEC 11.1.4 ENS shall further make Commercially Reasonable Efforts to continue making the Product provided however that, EVOTEC ENS shall transfer at its own expenses to ROCHE all technical and industrial know how related to the manufacturing of the Product for use by ROCHE and shall provide reasonable assistance and support (up to a reasonable number of person/days of qualified personnel) as may be reasonably required by ROCHE to be in a position to make the Product itself. * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. 12.1.5. 11.1.5 ROCHE shall have the right to disclose such filings, approvals and data to (i) governmental agencies of the country to the extent required or desirable to secure government approval for the development, manufacturing or sale of Product in the country, (ii) Third Parties acting on behalf of ROCHE, its Affiliates or Sublicenseessublicensees, to the extent reasonably necessary for the development, manufacture, or sale of Product in the country, and (iii) Third Parties to the extent reasonably necessary to market Product in the country. * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. 12.1.6. 11.1.6 For a given Product and country so terminated, or for the Territory in the case of termination of this Agreement in its entirety, EVOTEC ENS shall grant to ROCHE an exclusive (even as to EVOTEC)exclusive, sub-licensable, royalty-free license under all elements of EVOTEC ENS Patents and Know-how that are not severable from the Product, and a non-non exclusive, sub-licensable, royalty-free license under all other EVOTEC ENS Patents and Know-how to make, have made, use, offer for sale, sell and import such Product in such country or the Territory, as applicable. 12.1.7. EVOTEC 11.1.7 ENS shall agree to take such actions and execute such instruments, agreements and documents as are necessary to affect the foregoing.

Rights and Licenses. Upon In the event of any termination of this Agreement, 12.1.1. EVOTEC shall make its personnel and Agreement by Licensor pursuant to Section 9.2, 9.3 or other resources reasonably available 9.5, or by Licensee pursuant to ROCHE as necessary to effect an orderly transition of development and commercial responsibilitiesSection 9.4, with upon the reasonable cost effective date of such personnel and resources to be born by EVOTEC for such services; * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. 12.1.2. termination: (i) all rights and licenses granted herein to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by ROCHE Licensor to EVOTEC Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a); and (ii) Licensee shall return or destroy all Confidential Information of Licensor; and (iii) Licensee shall free of charge provide Licensor with access to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, subject to the terms of any applicable confidentiality agreements; and (iv) Licensee shall negotiate in good faith, expeditiously and with the intention of enabling the continued development of Licensed Products on an uninterrupted basis with Licensor the terms, such terms being customary in the market, under which Licensee would grant, and shall grant in accordance with such terms, to Licensor (A) a non-exclusive, perpetual and worldwide license (with the right to sublicense in multiple tiers) (1) under the Licensee Technology to the extent such Licensee Technology has been used for the development, manufacture or Commercialization of the Licensed Products and (2) to all data, including but not limited to all development information, formulation data, manufacturing processes, regulatory approvals and clinical data, in Licensee’s possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement, and (B) an assignment to Licensor of any regulatory approvals and materials, including but not limited to cell lines, drug substances and drug products, in its possession generated by or on behalf of Licensee on Licensed Product(s) researched, developed, manufactured or Commercialized under this Agreement (or, as applicableprovided that Licensee may not charge Licensor an amount more than Licensee’s cost plus [***] for any such materials), in each instance of the country foregoing clauses (A) and (B) for the continued development, manufacture or with respect Commercialization of the Licensed Products and subject to that Product) any restrictions, limitations and obligations provided under the terms of any agreement pursuant to which Licensee has obtained rights or licenses in or to any Licensee Technology, such data, regulatory approvals or materials. Licensee shall terminate on undertake to take any actions and execute any instruments, assignments and documents as may be reasonably necessary to affect the effective date of terminationaforementioned license and assignment to Licensor. In the event of any termination of this Agreement by Licensee pursuant to Section 9.2 or 9.3, upon the effective date of such termination, the following shall apply and no compensation nor refund shall be due by either Party to the other Party, otherwise than damages as determined by a court of competent jurisdiction: 12.1.3. EVOTEC shall, upon ROCHE’s written request, smoothly and promptly assign and transfer to ROCHE, at no expense to ROCHE, in connection with the Territory or the terminated countries (as applicable), all of EVOTEC’s right, title and interest in and to : (i) all trademarks used for Productrights and licenses granted herein to Licensee shall terminate with respect to the terminated Licensed Product(s) and all such rights and licenses granted by Licensor to Licensee shall revert to Licensor, other than any continuing rights provided in Section 9.7 or 9.8(a) and (ii) Licensee shall return or destroy all regulatory filings (such as INDs and drug master files), regulatory approvals, clinical trial agreements (to the extent assignable and not cancelled), (iii) all data, results, clinical trials data, support documentation having arisen out Confidential Information of the development, materials and other information, in EVOTEC’s possession and control related to Product in the Territory, and related to EVOTEC’s Patent Rights and Roche Know-How, (iv) all customer lists, marketing and promotional material, and all other documentation related to marketing, sale, and promotion of the Products in the Territory or in the terminated country (as applicable), and (iv) during the termination notice period provide a reasonable number of person days of qualified personnel to transfer EVOTEC’s manufacturing technology to ROCHE. With respect to the trademarks, the responsibility of preparing and filing of the documents for the recordal of the assignments with the competent authorities in each applicable country and any action required ancillary, shall be born by ROCHE. However, each party shall bear its expenses caused by its activities in connection with the assignments and transfer of the trademarksLicensor. 12.1.4. EVOTEC shall further make Commercially Reasonable Efforts to continue making the Product provided however that, EVOTEC shall transfer at its own expenses to ROCHE all technical and industrial know how related to the manufacturing of the Product for use by ROCHE and shall provide reasonable assistance and support (up to a reasonable number of person/days of qualified personnel) as may be reasonably required by ROCHE to be in a position to make the Product itself. * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. 12.1.5. ROCHE shall have the right to disclose such filings, approvals and data to (i) governmental agencies of the country to the extent required or desirable to secure government approval for the development, manufacturing or sale of Product in the country, (ii) Third Parties acting on behalf of ROCHE, its Affiliates or Sublicensees, to the extent reasonably necessary for the development, manufacture, or sale of Product in the country, and (iii) Third Parties to the extent reasonably necessary to market Product in the country. 12.1.6. For a given Product and country so terminated, or for the Territory in the case of termination of this Agreement in its entirety, EVOTEC shall grant to ROCHE an exclusive (even as to EVOTEC), sub-licensable, royalty-free license under all elements of EVOTEC Patents and Know-how that are not severable from the Product, and a non-exclusive, sub-licensable, royalty-free license under all other EVOTEC Patents and Know-how to make, have made, use, offer for sale, sell and import such Product in such country or the Territory, as applicable. 12.1.7. EVOTEC shall agree to take such actions and execute such instruments, agreements and documents as are necessary to affect the foregoing.

Rights and Licenses. Upon termination of this Agreement, 12.1.1. EVOTEC shall make its personnel and or other resources reasonably available to ROCHE as necessary to effect an orderly transition of development and commercial responsibilities, with the reasonable cost of such personnel and resources to be born by EVOTEC for such services; ”* Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC.” 12.1.2. all rights and licenses granted by ROCHE to EVOTEC under this Agreement (or, as applicable, in the country or with respect to that Product) shall terminate on the effective date of termination. In the event of any such termination, the following shall apply and no compensation nor refund shall be due by either Party to the other Party, otherwise than damages as determined by a court of competent jurisdiction: 12.1.3. EVOTEC shall, upon ROCHE’s written request, smoothly and promptly assign and transfer to ROCHE, at no expense to ROCHE, in connection with the Territory or the terminated countries (as applicable), all of EVOTEC’s right, title and interest in and to (i) all trademarks used for Product, (ii) all regulatory filings (such as INDs and drug master files), regulatory approvals, clinical trial agreements (to the extent assignable and not cancelled), (iii) all data, results, clinical trials data, support documentation having arisen out of the development, materials and other information, in EVOTEC’s possession and control related to Product in the Territory, and related to EVOTEC’s Patent Rights and Roche Know-How, (iv) all customer lists, marketing and promotional material, and all other documentation related to marketing, sale, and promotion of the Products in the Territory or in the terminated country (as applicable), and (iv) during the termination notice period provide a reasonable number of person days of qualified personnel to transfer EVOTEC’s manufacturing technology to ROCHE. With respect to the trademarks, the responsibility of preparing and filing of the documents for the recordal of the assignments with the competent authorities in each applicable country and any action required ancillary, shall be born by ROCHE. However, each party shall bear its expenses caused by its activities in connection with the assignments and transfer of the trademarks. 12.1.4. EVOTEC shall further make Commercially Reasonable Efforts to continue making the Product provided however that, EVOTEC shall transfer at its own expenses to ROCHE all technical and industrial know how related to the manufacturing of the Product for use by ROCHE and shall provide reasonable assistance and support (up to a reasonable number of person/days of qualified personnel) as may be reasonably required by ROCHE to be in a position to make the Product itself. ”* Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC.” 12.1.5. ROCHE shall have the right to disclose such filings, approvals and data to (i) governmental agencies of the country to the extent required or desirable to secure government approval for the development, manufacturing or sale of Product in the country, (ii) Third Parties acting on behalf of ROCHE, its Affiliates or Sublicensees, to the extent reasonably necessary for the development, manufacture, or sale of Product in the country, and (iii) Third Parties to the extent reasonably necessary to market Product in the country. 12.1.6. For a given Product and country so terminated, or for the Territory in the case of termination of this Agreement in its entirety, EVOTEC shall grant to ROCHE an exclusive (even as to EVOTEC), sub-licensable, royalty-free license under all elements of EVOTEC Patents and Know-how that are not severable from the Product, and a non-exclusive, sub-licensable, royalty-free license under all other EVOTEC Patents and Know-how to make, have made, use, offer for sale, sell and import such Product in such country or the Territory, as applicable. 12.1.7. EVOTEC shall agree to take such actions and execute such instruments, agreements and documents as are necessary to affect the foregoing.

Rights and Licenses. Upon termination of this Agreement, 12.1.1. EVOTEC 11.1.1 ENS shall make its personnel and or other resources reasonably available to ROCHE as necessary to effect an orderly transition of development and commercial responsibilities, with the reasonable cost of such personnel and resources to be born by EVOTEC ENS for such services; * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. 12.1.2. all 11.1.2 All rights and licenses granted by ROCHE to EVOTEC ENS under this Agreement (or, as applicable, in the country or with respect to that Product) shall terminate on the effective date of termination. In the event of any such termination, the following shall apply and no compensation nor refund shall be due by either Party to the other Party, otherwise than damages as determined by a court of competent jurisdiction:: “* Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC.” 12.1.3. EVOTEC 11.1.3 ENS shall, upon ROCHE’s written request, smoothly and promptly assign and transfer to ROCHE, at no expense to ROCHE, in connection with the Territory or the terminated countries (as applicable), all of EVOTECENS’s right, title and interest in and to (i) all trademarks used for Product, (ii) all regulatory filings (such as INDs and drug master files), regulatory approvals, clinical trial agreements (to the extent assignable and not cancelled), (iii) all data, results, clinical trials data, support documentation having arisen out of the development, materials and other information, in EVOTECENS’s possession and control related to Product in the Territory, and related to EVOTECENS’s Patent Rights and Roche Know-How, (iv) all customer lists, marketing and promotional material, and all other documentation related to marketing, sale, and promotion of the Products in the Territory or in the terminated country (as applicable), and (iv) during the termination notice period provide a reasonable number of person days of qualified personnel to transfer EVOTECENS’s manufacturing technology to ROCHE. With respect to the trademarks, the responsibility of preparing and filing of the documents for the recordal of the assignments with the competent authorities in each applicable country and any action required ancillary, shall be born by ROCHE. However, each party shall bear its expenses caused by its activities in connection with the assignments and transfer of the trademarks. 12.1.4. EVOTEC 11.1.4 ENS shall further make Commercially Reasonable Efforts to continue making the Product provided however that, EVOTEC ENS shall transfer at its own expenses to ROCHE all technical and industrial know how related to the manufacturing of the Product for use by ROCHE and shall provide reasonable assistance and support (up to a reasonable number of person/days of qualified personnel) as may be reasonably required by ROCHE to be in a position to make the Product itself. * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. 12.1.5. 11.1.5 ROCHE shall have the right to disclose such filings, approvals and data to (i) governmental agencies of the country to the extent required or desirable to secure government approval for the development, manufacturing or sale of Product in the country, (ii) Third Parties acting on behalf of ROCHE, its Affiliates or Sublicenseessublicensees, to the extent reasonably necessary for the development, manufacture, or sale of Product in the country, and (iii) Third Parties to the extent reasonably necessary to market Product in the country. “* Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC.” 12.1.6. 11.1.6 For a given Product and country so terminated, or for the Territory in the case of termination of this Agreement in its entirety, EVOTEC ENS shall grant to ROCHE an exclusive (even as to EVOTEC)exclusive, sub-licensable, royalty-free license under all elements of EVOTEC ENS Patents and Know-how that are not severable from the Product, and a non-non exclusive, sub-licensable, royalty-free license under all other EVOTEC ENS Patents and Know-how to make, have made, use, offer for sale, sell and import such Product in such country or the Territory, as applicable. 12.1.7. EVOTEC 11.1.7 ENS shall agree to take such actions and execute such instruments, agreements and documents as are necessary to affect the foregoing.