Termination by BioCryst for Cause Clause Samples

Termination by BioCryst for Cause. (i) Upon termination of this Agreement in its entirety by BioCryst pursuant to Section 13.2, all licenses and rights granted to CSL shall terminate, and CSL shall terminate all activities related to the Licensed Products and cease all use of the BioCryst Intellectual Property Rights. At BioCryst’s written request, CSL shall promptly sell to BioCryst all Licensed Product which it holds in stock at the time of such termination. In the absence of such request, CSL may continue to market and sell Licensed Product which it holds in stock at the time of such termination for a period of either: (A) ***, if termination occurs within four years of the Effective Date; or (B) ***, if termination occurs after the fourth anniversary of the Effective Date; provided in each case that CSL shall continue to pay royalties in accordance with Article 9, after which time it shall destroy all remaining Licensed Product in stock. CSL shall use commercially reasonable efforts to provide to BioCryst all assistance reasonably necessary in order to assist BioCryst in transitioning to BioCryst all aspects of the Parties’ relationship hereunder, including but not limited to all work in progress, Agreement Improvements and CSL Know-How to BioCryst. (ii) Upon any termination of this Agreement by BioCryst pursuant to Section 13.2, where CSL has granted any sublicense as permitted under Section 2.1, all such sublicenses shall terminate, provided that if requested by a sublicensee who is not otherwise in breach of the terms of this Agreement, BioCryst will use commercially reasonable efforts to negotiate with such sublicensee for the grant of a direct license to the rights granted under this Agreement on equivalent terms to those in the relevant sublicense. (iii) In the event of termination of this Agreement by BioCryst under Section 13.2, CSL shall grant or assign, and shall cause any applicable Affiliate to grant or assign, to BioCryst all or any combination of the following elected by BioCryst in its sole discretion, in each case to the extent applicable to the Territory and the Licensed Products: