Common use of Selected Third Party Agreements Clause in Contracts

Selected Third Party Agreements. In the event Licensee has assumed responsibility for Manufacturing any Terminated Compound or Terminated Product, at Takeda’s written request, Licensee will, and cause its Affiliates and its Sublicensees to, assign to Takeda any Selected Third Party Agreement requested by Takeda, unless, with respect to any such Selected Third Party Agreement, such Selected Third Party Agreement expressly prohibits such assignment, in which case Licensee (or such Affiliate or Sublicensee, as applicable) will cooperate with Takeda in all reasonable respects to secure the consent of the applicable Third Party to such assignment and if any such consent cannot be obtained with respect to a Selected Third Party Agreement, Licensee will, and cause its Affiliates and its Sublicensees to, obtain for Takeda substantially all of the practical benefit and burden under such Selected Third Party Agreement, including by (i) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Takeda and Licensee (or such Affiliate or Sublicensee, as applicable) and (ii) subject to the consent and control of Takeda, enforcing, at Takeda’s expense and for the account of Takeda, any and all rights of Licensee (or such Affiliate or Sublicensee, as applicable) against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. Notwithstanding the foregoing, if such termination relates to a particular Terminated Field for the TAK-385 Licensed Compound, then the foregoing obligations shall apply with respect to the TAK-385 Licensed Compound and TAK-385 Licensed Products in the Terminated Field.

Selected Third Party Agreements. In the event Licensee has assumed responsibility for Manufacturing any Terminated Compound or Terminated Product, at TakedaAt Licensor’s written request, Licensee will, and cause its Affiliates and its Sublicensees to, assign to Takeda Licensor any Selected Third Party Agreement related to any Licensed Compounds or Licensed Products requested by TakedaLicensor, unless, with respect to unless any such Selected Third Party Agreement, such Selected Third Party Agreement expressly prohibits such assignment, in which case Licensee (or such Affiliate or Sublicensee, as applicable) will cooperate with Takeda Licensor in all reasonable respects to secure the consent of the applicable Third Party to such assignment and if assignment. If any such consent cannot be obtained with respect to a Selected Third Party Agreement, then Licensee will, and cause its Affiliates and its Sublicensees to, obtain for Takeda Licensor substantially all of the practical benefit and burden under such Selected Third Party Agreement, including by (ia) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Takeda each of Licensor and Licensee (or such Affiliate or Sublicensee, as applicable) ), and (iib) subject to the consent and control of TakedaLicensor, enforcing, at TakedaLicensor’s cost and expense and for the account of TakedaLicensor, any and all rights of Licensee (or such Affiliate or Sublicensee, as applicable) against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. Notwithstanding the foregoing, if such termination relates Licensee’s obligations under this Section 9.7.9 (Selected Third Party Agreement) will not apply to a particular Terminated Field any Selected Third Party Agreements that are necessary for Licensee to exercise its continuing right to sell the TAK-385 Licensed Compound, then the foregoing obligations shall apply with respect to the TAK-385 Licensed Compound and TAK-385 Licensed Products in pursuant to Section 9.7.10 (Further Sales) until the Terminated Fieldexpiration of such rights (at which time the obligations under this Section 9.7.9 (Selected Third Party Agreement) will apply).