Common use of Termination by Biogen Idec for Convenience Clause in Contracts

Termination by Biogen Idec for Convenience. If Biogen Idec terminates this Agreement for convenience under Section 14.2 during the Option Exercise Period, the Option shall immediately terminate, and Biogen Idec shall have no further right to exercise the Option. If Biogen Idec terminates this Agreement for convenience under Section 14.2 with respect to any Licensed Product during the License Term, then (i) Biogen Idec shall continue to pay its share of all Development Costs for such Licensed Product for a period of [**] following the date of such termination, and, if longer, shall also continue to pay its share of the Development Costs for such Licensed Product related to any ongoing clinical trials included in the then current Development Plan until such trials are completed, (ii) the licenses and rights granted to AVEO pursuant to Section 3.2(a) with respect to such Licensed Product shall survive and be converted automatically to worldwide licenses and rights such that AVEO and its Affiliates and Sublicensees shall have the right under such converted worldwide licenses and rights to Develop, Manufacture and Commercialize such Licensed Product in the AVEO Territory and the Licensed Territory, and AVEO shall continue to have the right to grant sublicenses (subject to provisions similar to those set forth in Section 3.3), (iii) Biogen Idec’s obligations under Article VIII shall terminate with respect to such Licensed Product, (iv) AVEO’s obligations under Article VIII shall survive with respect to such Licensed Product (including, without limitation, the obligation thereunder to make payment of royalties); (v) AVEO shall make payment to Biogen Idec of royalties on Net Sales of such Licensed Product in the Licensed Territory by AVEO and its Affiliates and Sublicensees (the terms of Article VIII shall apply to AVEO’s obligation to pay royalties under this clause (v) to the same extent as it applies to AVEO’s obligation to pay royalties on Net Sales of Licensed Product in the AVEO Territory by AVEO and its Affiliates and Sublicensees), (vi) the rights and obligations of each Party under Article IX with respect to such Licensed Product shall survive with respect to any intellectual property rights that are subject to surviving licenses granted by, or for the benefit of, AVEO under this Agreement, (vii) Biogen Idec shall as promptly as practicable transfer to AVEO or AVEO’s designee (A) possession and ownership of all governmental or regulatory correspondence, conversation logs, filings and approvals (including all Regulatory Approvals and pricing and reimbursement approvals) relating to the Development, Manufacture or Commercialization of such Licensed Product in the Licensed Territory, (B) copies of all data, reports, records and materials, commercialization plans, marketing plans, Promotional Materials, and other sales and marketing related information in Biogen Idec’s possession or Control to the extent that such data, reports, records, materials or other information relate to the Commercialization of such Licensed Product in the Licensed Territory, including customer lists and customer contact information and all Safety Data and other adverse event data in Biogen Idec’s possession or Control, and (C) all records and materials in Biogen Idec’s possession or Control containing Confidential Information of AVEO with respect to such Licensed Product, (viii) if the effective date of termination is after the First Commercial Sale of such Licensed Product in any country in the Licensed Territory, then, if requested by AVEO, Biogen Idec shall appoint AVEO as its exclusive distributor of such Licensed Product in the Licensed Territory and grant AVEO the right to appoint sub-distributors, until the earlier of (1) such time as all Regulatory Approvals in the Licensed Territory with respect to such Licensed Product have been transferred to AVEO or its designee and (2) [**] after the effective date of termination, (ix) if AVEO so requests, Biogen Idec shall transfer to AVEO any Third Party agreements relating to the Commercialization of such Licensed Product in the Licensed Territory to which Biogen Idec is a party, subject to any required consents of such Third Party, and (x) all rights and obligations of the Parties under this Agreement (except for those contemplated in this Section 14.5(c) and those contemplated below in Sections 14.7, 14.8, 14.9 and 14.10) shall terminate with respect to such Licensed Product. Each Party shall execute all documents and take all such further actions, including, where applicable, the prompt assignment by Biogen Idec of regulatory submissions and Third Party agreements, as may be reasonably requested by AVEO in order to give effect to the foregoing clauses (i) through (x) as soon as practicable and in order to enable AVEO to Develop, Manufacture and Commercialize such Licensed Product in the AVEO Territory and the Licensed Territory.

Termination by Biogen Idec for Convenience. If Biogen Idec terminates this Agreement for convenience under Section 14.2 during the Option Exercise Period, the Option shall immediately terminate, and Biogen Idec shall have no further right to exercise the Option. If Biogen Idec terminates this Agreement for convenience under Section 14.2 with respect to any Licensed Product during the License Term, then (i) Biogen Idec shall continue to pay its share of all Development Costs for such Licensed Product for a period of [**] following the date of such termination, and, if longer, shall also continue to pay its share of the Development Costs for such Licensed Product related to any ongoing clinical trials included in the then current Development Plan until such trials are completed, (ii) the licenses and rights granted to AVEO pursuant to Section 3.2(a) with respect to such Licensed Product shall survive and be converted automatically to worldwide licenses and rights such that AVEO and its Affiliates and Sublicensees shall have the right under such converted worldwide licenses and rights to Develop, Manufacture and Commercialize such Licensed Product in the AVEO Territory and the Licensed Territory, and AVEO shall continue to have the right to grant sublicenses (subject to provisions similar to those set forth in Section 3.3), (iii) Biogen Idec’s obligations under Article VIII shall terminate with respect to such Licensed Product, (iv) AVEO’s obligations under Article VIII shall survive with respect to such Licensed Product (including, without limitation, the obligation thereunder to make payment of royalties); (v) AVEO shall make payment to Biogen Idec of royalties on Net Sales of such Licensed Product in the Licensed Territory by AVEO and its Affiliates and Sublicensees (the terms of Article VIII shall apply to AVEO’s obligation to pay royalties under this clause (v) to the same extent as it applies to AVEO’s obligation to pay royalties on Net Sales of Licensed Product in the AVEO Territory by AVEO and its Affiliates and Sublicensees), (vi) the rights and obligations of each Party under Article IX with respect to such Licensed Product shall survive with respect to any intellectual property rights that are subject to surviving licenses granted by, or for the benefit of, AVEO under this Agreement, (vii) Biogen Idec shall as promptly as practicable transfer to AVEO or AVEO’s designee (A) possession and ownership of all governmental or regulatory correspondence, conversation logs, filings and approvals (including all Regulatory Approvals and pricing and reimbursement approvals) relating to the Development, Manufacture or Commercialization of such Licensed Product in the Licensed Territory, (B) copies of all data, reports, records and materials, commercialization plans, marketing plans, Promotional Materials, and other sales and marketing related information in Biogen Idec’s possession or Control to the extent that such data, reports, records, materials or other information relate to the Commercialization of such Licensed Product in the Licensed Territory, including customer lists and customer contact information and all Safety Data and other adverse event data in Biogen Idec’s possession or Control, and (C) all records and materials in Biogen Idec’s possession or Control containing Confidential Information of AVEO with respect to such Licensed Product, (viii) if the effective date of termination is after the First Commercial Sale of such Licensed Product in any country in the Licensed Territory, then, if requested by AVEO, Biogen Idec shall 76 appoint AVEO as its exclusive distributor of such Licensed Product in the Licensed Territory and grant AVEO the right to appoint sub-distributors, until the earlier of (1) such time as all Regulatory Approvals in the Licensed Territory with respect to such Licensed Product have been transferred to AVEO or its designee and (2) [**] after the effective date of termination, (ix) if AVEO so requests, Biogen Idec shall transfer to AVEO any Third Party agreements relating to the Commercialization of such Licensed Product in the Licensed Territory to which Biogen Idec is a party, subject to any required consents of such Third Party, and (x) all rights and obligations of the Parties under this Agreement (except for those contemplated in this Section 14.5(c) and those contemplated below in Sections 14.7, 14.8, 14.9 and 14.10) shall terminate with respect to such Licensed Product. Each Party shall execute all documents and take all such further actions, including, where applicable, the prompt assignment by Biogen Idec of regulatory submissions and Third Party agreements, as may be reasonably requested by AVEO in order to give effect to the foregoing clauses (i) through (x) as soon as practicable and in order to enable AVEO to Develop, Manufacture and Commercialize such Licensed Product in the AVEO Territory and the Licensed Territory.