Termination in its Entirety. In the event of a termination of this Agreement in its entirety for any reason:
(i) all rights and licenses granted by AstraZeneca hereunder shall immediately terminate, including, for clarity, any sublicense granted by Licensee pursuant to Section 2.2;
(ii) Licensee shall and hereby does, and shall cause its Affiliates and its and their Sublicensees to, when and as requested by AstraZeneca, assign to AstraZeneca all of its right, title and interest in and to (a) all Regulatory Documentation (including any Regulatory Approvals) applicable to any Licensed Compound(s) or Licensed Product(s) then owned or Controlled by Licensee or any of its Affiliates; provided that if any such Regulatory Documentation or Regulatory Approval is not immediately transferable in a country, Licensee shall provide AstraZeneca with all benefit of such Regulatory Documentation or Regulatory Approval, as applicable, and such assistance and cooperation as necessary or reasonably requested by AstraZeneca to timely transfer such Regulatory Documentation or Regulatory Approval, as applicable, to AstraZeneca or its designee or, at AstraZeneca’s option, to enable AstraZeneca to obtain a substitute for such Regulatory Documentation or Regulatory Approval, as applicable, without disruption to AstraZeneca’s Exploitation of the Licensed Compound(s) or applicable Licensed Product(s);
(iii) unless expressly prohibited by any Regulatory Authority, at AstraZeneca’s written request, Licensee shall and hereby does, and shall cause its Affiliates and its and their Sublicensees to, (a) transfer control to AstraZeneca of any or all clinical studies involving Licensed Products thereto being conducted by or on behalf of Licensee, an Affiliate or a Sublicensee as of the effective date of termination and (b) continue to conduct such clinical studies, at Licensee’s cost, for up to [* * *] months to enable such transfer to be completed without interruption of any such clinical study; provided that (x) AstraZeneca shall not have any obligation to continue any clinical study unless required by Applicable Law and (y) with respect to each clinical study for which such transfer is expressly prohibited by the applicable Regulatory Authority, if any, Licensee shall continue to conduct such clinical study to completion, at Licensee’s cost and expense;
(iv) at AstraZeneca’s written request, Licensee shall, and cause its Affiliates and its and their Sublicensees to, assign to AstraZeneca all Licensed Product Agreemen...
Termination in its Entirety. If this Agreement is terminated in its entirety:
Termination in its Entirety. In the event of a termination of this Agreement in its entirety for any reason:
(a) all rights and licenses granted by AstraZeneca hereunder shall immediately terminate, including, for clarity, any sublicense granted by Licensee pursuant to Section 2.2 (provided that upon such termination, any such sublicense will continue as a direct license between AstraZeneca and the applicable Sublicensee, subject to AstraZeneca’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed);
(b) in any case of any termination of this Agreement other than by Licensee pursuant to Section 9.2.1 (where AstraZeneca is the Breaching Party) or 9.2.4(b), Licensee shall pay to AstraZeneca an amount equal to the greater of (i) [***] (“Initial Post-Termination Payment”) or (ii) [***] (“Post-Termination Royalty”) during the [***] (“Post-Termination Royalty Period”), [***]. For avoidance of doubt, in the situation where the first Regulatory Approval in the Territory has occurred prior to termination, the Post-Termination Royalty (to the extent the Post-Termination Royalty accrued prior to such termination exceeds the Initial Post-Termination Payment) shall be payable within thirty (30) days after the effective date of termination, and the remainder, if any, shall be payable on a quarterly basis, in accordance with Section 4.5, during the remainder of the Post- Termination Royalty Period.
(c) The Parties acknowledge and agree that the payments set forth in Section 9.4.1(b) are the only payments due to AstraZeneca due in connection with any termination of the Agreement (other than amounts that are outstanding as of the termination date in accordance with the terms of the Agreement), and, without limiting the foregoing, such payments shall constitute Licensee’s sole liability and AstraZeneca’s sole remedy for Licensee’s failure to comply with the diligence obligations under Section 3.2.1 and Section 3.4.1.
Termination in its Entirety. Upon any termination of this Agreement in its entirety by HDPR for MAGENTA’s insolvency in accordance with Section 18.2.2 or by MAGENTA for HDPR’s insolvency in accordance with Section 18.2.2 or at-will pursuant to Section 18.2.3:
(a) all rights and licenses granted by a Party to another Party under this Agreement; provided that MAGENTA’s grant of the Grant-Back License to HDPR shall not terminate;
(b) should MAGENTA have any inventory of any Product approved and allocated prior to termination for sale in the Territory, MAGENTA shall have [***] thereafter in which to dispose of such inventory (subject to the payment to HDPR of any royalties due hereunder arising from such disposition);
(c) each Party shall reasonably promptly return or, at the written election of the Disclosing Party, destroy all Confidential Information of the Disclosing Party in its possession or control; provided that each Party may keep one archival copy of such Confidential Information; and
(d) neither Party shall be relieved of any obligation that accrued prior to the effective date of such termination.
Termination in its Entirety. In the event of a termination of this Agreement in its entirety by a Party after the Option Effective Date pursuant to Section 13.2 (but, for clarity, not if this Agreement expires pursuant to Section 13.1 or if this Agreement is terminated prior to the Option Effective Date), subject to Section 13.5.2, the following shall apply:
(a) The Parties shall use good faith efforts to negotiate and enter into a termination transition plan to wind-down, cease and, except in connection with a termination by Takeda pursuant to Section 13.2.2(a), transition to ACI any ongoing clinical Development and Commercialization activities with respect to any terminated Licensed Product(s) in any terminated country(ies) in accordance with appropriate professional and ethical standards and Applicable Law. Each Party shall bear its own costs and expenses in connection with the foregoing transition and wind-down and otherwise incurred in the performance of activities under this Section 13.5; provided that [***].
(b) Takeda’s licenses under Section 5.1 shall immediately terminate with respect to any terminated Licensed Product(s) in any terminated country(ies); provided that, notwithstanding such termination, Takeda may perform activities in accordance with this Section 13.5 and Takeda shall have, to the extent permissible pursuant to Applicable Law, the right [***] the effective date of such termination with respect to each Licensed Product and each country with respect to which such termination applies to sell or otherwise dispose of all Licensed Product then in its inventory and any in-progress inventory, as though this Agreement had not terminated with respect to such Licensed Product or such country, as applicable, and such sale or disposition shall not constitute infringement of ACI’s or its Affiliates’ Patent or other intellectual property or proprietary rights; provided, further, that (i) any and all such sales shall be included in the Net Sales for purposes of this Agreement, (ii) Takeda shall continue to make payments on such Licensed Product [***] (as if this Agreement had not terminated with respect to such Licensed Product or country) and (iii) any such inventory with respect to any terminated Licensed Product(s) in any terminated country(ies) remaining following the foregoing sell-off period shall be [***]
(c) except as expressly set forth in this Section 13.5, as between the Parties, ACI shall be solely responsible for all ongoing and future Developm...
Termination in its Entirety. Upon termination of this Agreement for any reason, with respect to a Licensed Product, any rights granted to Pfizer shall revert to Arvinas (each, a “Reversion Product”), and the following shall apply with respect to any Reversion Product (in addition to any other rights and obligations under this Article 13 or otherwise under this Agreement with respect to such termination):
Termination in its Entirety. In the event of expiration or termination of this Agreement for any reason under Section 10.4, all rights and licenses granted by either Party hereunder shall immediately terminate.
Termination in its Entirety by Pfizer for Cause or Termination in its Entirety by Either Party for a Bankruptcy Event or Force Majeure Event. In the event that Pfizer terminates this Agreement in its entirety pursuant to Section 14.3 or if either Party terminates this Agreement in its entirety pursuant to Sections 14.4 or 17.4, the following shall apply:
Termination in its Entirety. In the event of a termination of this Agreement in its entirety for any reason:
(a) All rights and licenses granted by either Party hereunder shall immediately terminate except that the license granted to UroGen pursuant to Section 2.6.3 shall survive termination of this Agreement.
(b) To the extent that Allergan or its Affiliates holds any Regulatory Documentation or other Information solely and specifically related to the RTGel Product, all of Allergan’s and its Affiliates’ rights, title and interests therein, shall be assigned and transferred to UroGen or its designee. To the extent that Allergan or its Affiliates holds any Regulatory [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Documentation or other Information that relate to the RTGel Product but are not solely and specifically related to the RTGel Product and Allergan has, in writing, granted UroGen or its designee a right of reference to such Regulatory Documentation or other Information during the Term, such right of reference will continue to the extent necessary or useful for UroGen or its Affiliates to exploit the RTGel Product after the effective date of termination unless otherwise agreed by the Parties.
(c) Unless the termination of this Agreement is by UroGen pursuant to Section 11.2.1, UroGen shall reimburse Allergan with respect to all documented, reasonable out-of-pocket costs and expenses actually incurred by Allergan in connection with carrying out its obligations under this Section 11.4.1.
Termination in its Entirety. In the event of a termination of this Agreement in its entirety for any reason:
(a) All rights and licenses granted by either Party hereunder shall immediately terminate except that the license granted to UroGen pursuant to Section 2.6.3 shall survive termination of this Agreement.
(b) To the extent that Allergan or its Affiliates holds any Regulatory Documentation or other Information solely and specifically related to the RTGel Product, all of Allergan’s and its Affiliates’ rights, title and interests therein, shall be assigned and transferred to UroGen or its designee. To the extent that Allergan or its Affiliates holds any Regulatory Documentation or other Information that relate to the RTGel Product but are not solely and specifically related to the RTGel Product and Allergan has, in writing, granted UroGen or its designee a right of reference to such Regulatory Documentation or other Information during the Term, such right of reference will continue to the extent necessary or useful for UroGen or its Affiliates to exploit the RTGel Product after the effective date of termination unless otherwise agreed by the Parties.
(c) Unless the termination of this Agreement is by UroGen pursuant to Section 11.2.1, UroGen shall reimburse Allergan with respect to all documented, reasonable out-of-pocket costs and expenses actually incurred by Allergan in connection with carrying out its obligations under this Section 11.4.1.
