Common use of Termination by Merck Clause in Contracts

Termination by Merck. Notwithstanding anything contained in this Agreement to the contrary, Merck shall have the right to terminate this Agreement at any time in its sole discretion and for any reason after the end of the Research Program Term by giving ninety (90) days' advance written notice to Metabasis. Not later than thirty (30) days after the date of such termination, each Party shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all copies thereof, except that each Party may retain one copy in its confidential files for records purposes, provided that Metabasis may retain and use Merck Information to the extent necessary to exercise Metabasis' rights set forth below in this Section 9.2. In the event of termination under this Section 9.2: (a) each Party shall pay all amounts then due and owing as of the termination date; (b) the licenses granted under Sections 3.1 and 3.2 shall automatically terminate and revert to the granting Party; (c) Merck shall, and in the event of a termination by Merck in accordance with this Section 9.2 hereby does, grant to Metabasis an exclusive license under Merck's interest in any and all [***] that was originally conceived or reduced to practice [***] for any and all purposes; (d) Merck shall, and in the event of a termination by Merck in accordance with this Section 9.2 hereby does, grant to Metabasis an exclusive license under Merck's interest in the [***] that was originally conceived or reduced to practice [***] for any and all purposes; (e) only in the event that prior to such termination, Merck had exercised its right to extend Metabasis' Exclusive Efforts pursuant to Section 2.10 and such additional exclusive period had in fact commenced, each party shall take the following actions with respect to any Collaboration Compound or Product that was under clinical development or commercialization by Merck at the time of such termination and only to the extent that such Collaboration Compounds or Products had not been terminated or suspended by Merck due to safety or efficacy in accordance with Section 3.5 (for the purposes of this Section 9.2(e) only, collectively, the "Reverted Compounds"):

Termination by Merck. Notwithstanding anything contained in this Agreement to the contrary, Merck shall have the right to terminate this Agreement at any time in its sole discretion and for any reason after the end of the Research Program Term by giving ninety (90) days' advance written notice to Metabasis. Not later than thirty (30) days after the date of such termination, each Party shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all copies thereof, except that each Party may retain one copy in its confidential files for records purposes, provided that Metabasis may retain and use Merck Information to the extent necessary to exercise Metabasis' rights set forth below in this Section 9.2. In the event of termination under this Section 9.2: (a) each Party shall pay all amounts then due and owing as of the termination date; (b) the licenses granted under Sections 3.1 and 3.2 shall automatically terminate and revert to the granting Party[***]; (c) Merck shall, and in the event of a termination by Merck in accordance with this Section 9.2 hereby does, grant to Metabasis an exclusive license under Merck's interest in any and all [***] that was originally conceived or reduced to practice [***] for any and all purposes]; (d) Merck shall, and in the event of a termination by Merck in accordance with this Section 9.2 hereby does, grant to Metabasis an exclusive license under Merck's interest in the [***] that was originally conceived or reduced to practice [***] for any and all purposes]; (e) only in the event that prior to such termination, Merck had exercised its right to extend Metabasis' Exclusive Efforts pursuant to Section 2.10 and such additional exclusive period had in fact commenced, each party shall take the following actions with respect to any Collaboration Compound or Product that was under clinical development or commercialization by Merck at the time of such termination and only to the extent that such Collaboration Compounds or Products had not been terminated or suspended by Merck due to safety or efficacy in accordance with Section 3.5 [***] (for the purposes of this Section 9.2(e) only, collectively, the "Reverted Compounds[***]"): (i) Subject to the terms and conditions of this Section 9.2(e), [***]; (ii) Subject to Section 9.2(iii), in the event [***] would infringe during the term of this Agreement [***], then, provided and only to the extent that such [***], to be effective at the time such determination is made, [***]; (iii) Notwithstanding anything to the contrary in this Section 9.2(e), [***]; provided, however, Merck shall, [***], and subject to [***]; (iv) Metabasis hereby agrees, and shall be obligated to [***]; (v) Merck shall promptly, to the extent permitted by applicable laws, [***]; provided that [***]; (vi) Subject to the provisions of Section 10.3, Metabasis hereby agrees to save, defend and hold Merck and its Affiliates and their respective directors, officers, employees and agents harmless from and against any and all claims, suits, actions, demands, liabilities, expenses and/or losses, including reasonable legal expense and attorneys' fees (for the purposes of this Section 9.2(e) only, collectively, "Losses"), which they may become subject to as a result of any claim, demand, action or other proceeding by any person or entity other than Merck or its Affiliates to the extent such Losses arise directly or indirectly out of [***]; except, in each case unless otherwise specified, to the *** Confidential Treatment Requested extent such [***] or the breach by Merck of any warranty, representation, covenant or agreement made by Merck in this Agreement; and (vii) Notwithstanding anything to the contrary in this Section 9.2(e) and for the purpose of clarity, (a) in no event shall Metabasis have any right to [***], nor will Merck be restricted in any way from [***], and (b) [***]; and (f) from and after such termination, Merck shall not, directly or indirectly and/or with or through any Affiliate or Third Party, conduct development or commercialization of Collaboration Compounds or Products; (g) Metabasis shall be free to proceed with research, development and commercialization of Metabasis Technology in the Field on its own or with any Affiliate or Third Party; and (h) except as set forth in this Section 9.2 and in Section 9.4, the rights and obligations of the Parties hereunder shall terminate as of the date of such termination.

Termination by Merck. Notwithstanding anything contained in this Agreement herein to the contrary, Merck shall have the right to terminate this Agreement at any time in its sole discretion and for any reason after the end of the Research Program Term by giving ninety (90) days' [***] advance written notice to MetabasisNastech; provided that if Merck terminates this Agreement under this Section 8.2 prior to [***] such termination shall be effective [***]. Until the date that such termination is effective each Party will remain subject to its obligations under this Agreement. Not later than thirty (30) [***] days after the effective date of such termination, each Party shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all copies thereof, except that each Party may retain any Information reasonably necessary for such Party's continued practice under any license(s) which do not terminate pursuant to this Section, and may keep one copy of Information received from the other Party in its confidential files for records record purposes, provided that Metabasis may retain and use Merck Information to the extent necessary to exercise Metabasis' rights set forth below in this Section 9.2. In the event of termination under this Section 9.2: 8.2: (ai) each Party shall pay all amounts then due and owing to the other Party as of the termination date; ; and (bii) except for the licenses surviving provisions set forth in Section 8.4, the rights and obligations of the Parties hereunder shall terminate as of the date of such termination; provided, however, that the license granted under Sections 3.1 and 3.2 shall automatically terminate and revert to the granting Party; (c) Merck shall, and in the event of a termination by Merck in accordance with this Section 9.2 hereby does, grant to Metabasis an exclusive license under Merck's interest in any and all [***] that was originally conceived or reduced and the license granted to practice Nastech in [***] for any and all purposes; (d) Merck shall, and in the event of a termination by Merck in accordance with this Section 9.2 hereby does, grant to Metabasis an exclusive license under Merck's interest in the shall [***] that was originally conceived or reduced to practice [***] for any and all purposes; (e) only in ]. In the event that prior to such terminationof termination under this Section 8.2, Merck had exercised its right to extend Metabasis' Exclusive Efforts pursuant to Section 2.10 and such additional exclusive period had in fact commenced, each party shall take the following actions with respect to any Collaboration Compound or Product that was under clinical development or commercialization by Merck under this Agreement at the time of such termination and only to the extent that such Collaboration Compounds or Products had not been terminated or suspended by Merck due to safety or efficacy in accordance with Section 3.5 Product [***] (for the purposes of this Section 9.2(e) only, collectively, the "Reverted CompoundsREVERTED PRODUCTS"):), at the written request of Nastech made within thirty (30) days after the effective date of such termination: 8.2.1 Merck shall grant to Nastech [***]; 8.2.2 the license granted by Merck to Nastech under this Section 8.2 shall [***] without the prior written consent of Merck; provided that if [***]; and 8.2.3 [***].