Common use of Sell-Off Clause in Contracts

Sell-Off. Notwithstanding the termination of CureVac's licenses and other rights under this License Agreement, CureVac shall retain the right to distribute, sell or otherwise dispose of its existing inventory of the Licensed Products, in each case that is intended for distribution, sale or disposition in the Territory, for a period of not more than six (6) months following the date of the effective termination, as though this License Agreement had not been terminated, and such distribution, sale or other disposition shall not constitute infringement of the Patents or other intellectual property or proprietary rights of Arcturus or its Affiliates. CureVac's right to distribute, sell or otherwise dispose of its existing inventory of the Licensed Products pursuant to this ***Confidential Treatment Requested 36

Sell-Off. Notwithstanding the termination of CureVac's licenses and other rights under this License Agreement, CureVac shall retain the right to distribute, sell or otherwise dispose of its existing inventory of the Licensed Products, in each case that is intended for distribution, sale or disposition in the Territory, for a period of not more than six (6) months following the date of the effective termination, as though this License Agreement had not been terminated, and such distribution, sale or other disposition shall not constitute infringement of the Patents or other intellectual property or proprietary rights of Arcturus or its Affiliates. CureVac's right to distribute, sell or otherwise dispose of its existing inventory of the Licensed Products pursuant to this ***Confidential Treatment Requested 36Section 10.5(a)(ii) shall be subject to CureVac's continuing obligation to pay royalties with respect to the Net Sales.

Sell-Off. Notwithstanding the termination of CureVac's ’s licenses and other rights under this License Agreement, CureVac shall retain the right to distribute, sell or otherwise dispose of its existing inventory of the Licensed Products, in each case that is intended for distribution, sale or disposition in the Territory, for a period of not more than six three (63) months following the date of the effective termination, as though this License Agreement had not been terminated, and such distribution, sale or other disposition shall not constitute infringement of the Patents or other intellectual property or proprietary rights of Arcturus Acuitas or its Affiliates. CureVac's ’s right to distribute, sell or otherwise dispose of its existing inventory of the Licensed Products pursuant to this ***Confidential Treatment Requested 36Section 10.5 (c) shall be subject to CureVac’s continuing obligation to pay royalties with respect to the Net Sales.

Sell-Off. Notwithstanding the termination of CureVac's ’s licenses and other rights under this License Agreement, CureVac shall retain the right to distribute, sell or otherwise dispose of its existing inventory of the Licensed Products, in each case that is intended for distribution, sale or disposition in the Territory, for a period of not more than six (6) months following the date of the effective termination, as though this License Agreement had not been terminated, and such distribution, sale or other disposition shall not constitute infringement of the Patents or other intellectual property or proprietary rights of Arcturus or its Affiliates. CureVac's ’s right to distribute, sell or otherwise dispose of its existing inventory of the Licensed Products pursuant to this ***Confidential Treatment Requested 36Section 10.5(a)(ii) shall be subject to CureVac’s continuing obligation to pay royalties with respect to the Net Sales.