Common use of Termination by MSS Clause in Contracts

Termination by MSS. In the event that MSS terminates this Agreement pursuant to Sections 10.1 or 10.4, or the University elects not to renew this Agreement pursuant to Section 9, then with respect to any Product for which data exists or proof of principle studies are underway but no Commercialization Event has yet occurred as of the date of termination, the license rights granted by the University to MSS under Section 4 above shall continue, and MSS shall have the right to continue development of any such Product and to take such Product into commercial distribution (either itself or through a Third Party), provided that (1) if such Product is placed into commercial distribution, then the Steering Committee will determine how the Net Proceeds from such Product should be allocated between the parties, both immediately and over time, based upon the additional responsibilities that MSS assumes with respect to such Product post termination of this Agreement and (2) MSS will be entitled to deduct its reasonable cost of all such additional responsibilities from the University's share of any Net Proceeds generated by such Product, except that, unless otherwise determined by the Steering Committee, in no event shall the deduction of such costs cause the University's share of such Net Proceeds to fall below [ * ] in any given calendar quarter.

Termination by MSS. In the event that MSS terminates this Agreement pursuant to Sections 10.1 or 10.4, or the University elects not to renew this Agreement pursuant to Section 9, then with respect to any Product for which data exists or proof of principle studies are underway but no Commercialization Event has yet occurred as of the date of termination, the license rights granted by the University to MSS under Section 4 above shall continue, and MSS shall have the right to continue development of any such Product and to take such Product into commercial distribution (either itself or through a Third Party), provided that (1) if such Product is placed into commercial distribution, then the Steering Committee will determine how the Net Proceeds from such Product should be allocated between the parties, both immediately and over time, based upon the additional responsibilities that MSS assumes with respect to such Product post termination of this Agreement and (2) MSS will be entitled to deduct its reasonable cost of all such additional responsibilities from the University's share of any Net Proceeds generated by such Product, except that, unless otherwise determined by the Steering Committee, in no event shall the deduction of such costs cause the University's share of such Net Proceeds to fall below [ * ] ten percent (10%) in any given calendar quarter.