Common use of Termination by PPD pursuant to Section 10 Clause in Contracts

Termination by PPD pursuant to Section 10. 2. If PPD terminates this Agreement under Section 10.2, (i) any and all licenses granted to Xxxxxxx by PPD pursuant to Section 4.8 shall terminate and (ii) Xxxxxxx shall, to the extent requested by PPD in writing, (1) assign and transfer to PPD all right, title, and interest in all quantities of GMP API, CTM, and Finished Product in Xxxxxxx’x control and all Regulatory Filings, Regulatory Documentation, Regulatory Approvals, and Product-Related Materials (if any), (2) irrevocably and perpetually grant PPD the rights described in Sections 4.1 and 4.2 with respect to Xxxxxxx Patents and Xxxxxxx Know-How, and (3) use Diligent Efforts to assign to PPD any manufacturing, supplier, distributor, clinical study, or other contracts concerning the Development or Commercialization of Licensed Products entered into by Xxxxxxx with Third Parties or otherwise facilitate PPD’s establishment of similar relationships with such Third Parties, provided that, notwithstanding anything to the contrary, (X) as consideration for (1), (2), and (3), the payment obligations described in Sections 5.2(e), 5.2(f), and 7.3(e) shall remain in effect and apply to PPD’s (or its Affiliates’ or Sublicensees’) development and commercialization of Licensed Products following such termination and (Y) such amounts due Xxxxxxx under Sections 5.2(e), 5.2(f), and 7.3(e) (other than reimbursements of out-of-pocket costs, which shall not be reduced) shall be reduced by [*] percent ([*]%) from those stated in Sections 5.2(e), 5.2(f), and 7.3(e). If Xxxxxxx has registered any Product Trademarks for the Licensed Product related solely to such Licensed Product, upon written request from PPD, Xxxxxxx will cooperate with and execute any reasonable and necessary assignment and transfer documents prepared by PPD to effectuate an assignment of the Product Trademark to PPD, at PPD’s cost for the assignment and transfer documents and any governmental fees for effecting such assignment. For clarity, PPD shall under no circumstance receive any rights under the trademarks of Xxxxxxx or its Affiliates not solely related to Licensed Products.

Termination by PPD pursuant to Section 10. 2. If PPD terminates this Agreement under Section 10.2, (i) any and all licenses granted to Xxxxxxx by PPD pursuant to Section 4.8 shall terminate and (ii) Xxxxxxx shall, to the extent requested by PPD in writing, (1) assign and transfer to PPD all right, title, and interest in all quantities of GMP API, CTM, and Finished Product in Xxxxxxx’x control and all Regulatory Filings, Regulatory Documentation, Regulatory Approvals, and Product-Related Materials (if any), (2) irrevocably and perpetually grant PPD the rights described in Sections 4.1 and 4.2 with respect to Xxxxxxx Patents and Xxxxxxx Know-How, and (3) use Diligent Efforts to assign to PPD any manufacturing, supplier, distributor, clinical study, or other contracts concerning the Development or Commercialization of Licensed Products entered into by Xxxxxxx with Third Parties or otherwise facilitate PPD’s establishment of similar relationships with such Third Parties, provided that, notwithstanding anything to the contrary, (X) as consideration for (1), (2), and (3), the payment obligations described in Sections 5.2(e), 5.2(f), and 7.3(e) shall remain in effect and apply to PPD’s (or its Affiliates’ or Sublicensees’) development and commercialization of Licensed Products following such termination and (Y) such amounts due Xxxxxxx under Sections 5.2(e), 5.2(f), and 7.3(e) (other than reimbursements of out-of-pocket costs, which shall not be reduced) shall be reduced [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. by [*] percent ([*]%) from those stated in Sections 5.2(e), 5.2(f), and 7.3(e). If Xxxxxxx has registered any Product Trademarks for the Licensed Product related solely to such Licensed Product, upon written request from PPD, Xxxxxxx will cooperate with and execute any reasonable and necessary assignment and transfer documents prepared by PPD to effectuate an assignment of the Product Trademark to PPD, at PPD’s cost for the assignment and transfer documents and any governmental fees for effecting such assignment. For clarity, PPD shall under no circumstance receive any rights under the trademarks of Xxxxxxx or its Affiliates not solely related to Licensed Products.