Common use of Termination by Biogen Idec Upon Certain M&A Events Clause in Contracts

Termination by Biogen Idec Upon Certain M&A Events. If Biogen Idec terminates this Agreement under Section 14.4 during the Agreement Term, then (i) Biogen Idec shall continue to pay its share of all Development Costs for a period of [**] following the date of such termination, (ii) the licenses and rights granted to Biogen Idec under Section 3.1 hereof shall survive; (iii) the license and rights granted to AVEO under Section 3.2 shall survive; (iv) the rights and obligations of the Parties under Article III shall survive (other than Section 3.6(a) and the first four sentences of Section 3.6(b), which shall not survive); (v) AVEO’s obligations under Article VIII shall survive (including, without limitation, the obligation thereunder to make payment of royalties) provided that such royalty obligations shall be reduced by [**]; (vi) Biogen Idec’s obligations under Article VIII shall survive (including, without limitation, the obligation thereunder to make payment of royalties), provided that such royalty obligations shall be reduced by [**]; (vii) the rights and obligations of each Party under Article IX shall survive with respect to any intellectual property rights that are subject to surviving licenses granted by, or for the benefit of, such Party under this Agreement; and (viii) all rights and obligations of the Parties under this Agreement except for those contemplated by this Section 14.5(d), those set forth in Section 5.8 and 5.9, those set forth in Section 5.4 as they related to Development Costs incurred in connection with Section 5.8, and those contemplated below in Sections 14.6, 14.7, 14.8 and 14.9) shall terminate. For purposes of clarification, if Biogen Idec terminates this Agreement under Section 14.4 during the Agreement Term, then (a) each Party and its Affiliates and Sublicensees shall have the right to engage in Development and Manufacture of Licensed Product in the AVEO Territory and the Licensed Territory, and the JDC shall have no decision-making authority or oversight with respect to the Development or Manufacturing activities of the Parties, (b) AVEO and its Affiliates and Sublicensees shall have the right to Commercialize Licensed Product in the AVEO Territory but not the Licensed Territory and (c) Biogen Idec and its Affiliates and Sublicensees shall have the right to Commercialize Licensed Product in the Licensed Territory but not the AVEO Territory.