Common use of Sell-Down Clause in Contracts

Sell-Down. If Genocea, its Affiliates or Sublicensees at the time of termination of this Agreement for any reason possess Licensed Product, have started the Manufacture thereof or have accepted orders therefor, Genocea, its Affiliates or Sublicensees shall have the right, for up to one (1) year following the date of termination, to sell their inventories thereof, complete the Manufacture thereof and Commercialize such fully-Manufactured Licensed Product, in order to fulfill such accepted orders or distribute such fully-Manufactured Licensed Product, subject to the obligation of Genocea to pay Isconova the royalty payments as provided in ARTICLE 6 of this Agreement.