Common use of Termination of Program Clause in Contracts

Termination of Program. In the event of a termination by: (1) GSK with respect to a Program pursuant to Section 14.3.2, or (2) OncoMed with respect to a Program pursuant to Section 14.2.1 (for material breach): (i) Any and all Collaboration Compounds (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program shall be deemed OncoMed Development Compound(s), and OncoMed will thereafter have all rights, itself or with a Third Party or through a Third Party sublicensee, to Develop and Commercialize such OncoMed Development Compound(s) at OncoMed’s sole discretion; (ii) GSK shall cease any and all Development and Commercialization activities with respect to any and all Collaboration Compounds (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program, and GSK shall not be required to use Commercially Reasonable Efforts to progress any Collaboration Compounds that are subject to such terminated Program as of the date of notice of such termination, except as set forth in this Section 14.6.2(b)(viii); (iii) Notwithstanding anything contained herein to the contrary, all rights (including without limitation all GSK Program Options) and licenses granted herein to GSK with respect to any and all Collaboration Compounds (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program shall terminate as of the effective date of such termination, except to the extent required for the conduct of activities, if any, under Section 14.6.2(b)(viii), and GSK shall have no right or license to practice the OncoMed Licensed Patents, to use OncoMed Licensed Know-How, to use any trademark(s) Controlled by OncoMed [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. or the OncoMed Logo, or to use the OncoMed Confidential Information for any purpose with respect to such terminated Program; (iv) GSK will grant, and hereby grants, the license set forth in Section 5.5; (v) All payment obligations under Article 8 shall terminate with respect to such terminated Program, GSK Development Compound or Product, other than those which are accrued and unpaid as of the effective date of termination and any payment obligations that survive such termination as expressly provided in Section 8.4; (vi) The provisions of Article 7 with respect to the terminated Program shall terminate in their entirety; provided that the Collaboration Target in the terminated Program shall continue to be deemed an Active Target solely for purposes of Section 7.2.6 for a period of [***] after the effective date of termination of the terminated Program; (vii) All rights and obligations under the terms of this Agreement (other than for such terminated Program) that are in effect as of the date of such termination shall remain in full force and effect, in accordance with their terms; (viii) Notwithstanding anything to the contrary, in the event that such a termination occurs during and prior to the Completion of any Clinical Trial(s) being conducted by GSK, its Affiliates, or its Sublicensees, GSK shall Complete such Clinical Trial(s) and shall [***] as if such a termination had not occurred; provided that GSK may prematurely suspend or terminate any such Clinical Trial(s) if (A) a priori protocol defined stopping rules are met for safety or efficacy or (B) unacceptable safety signals are observed by GSK or the Data and Safety Monitoring Board with respect to the Product or related Development compounds that present an unacceptable risk to patients participating in such Clinical Trial(s); and (ix) GSK will provide OncoMed with any material information, materials and data for any and all Collaboration Compounds (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program and will cooperate with OncoMed to provide a smooth transfer of such material information, materials and data as soon as reasonably practical after GSK’s notice of such termination, and, upon Completion of any Clinical Trial(s) described in Section 14.6.2(b)(viii), GSK will provide OncoMed with any material information, materials and data for such compounds and will cooperate with OncoMed to provide a smooth transfer of such material information, materials and data as soon as reasonably practical.

Termination of Program. In the event of a termination by: (1) GSK with respect to a Program pursuant to Section 14.3.2, or (2) OncoMed with respect to a Program pursuant to Section 14.2.1 (for material breach): (i) Any GSK shall have the right to progress the Development and all Commercialization of any Collaboration Compounds (including without limitation rejected compounds as described that [***] in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such the terminated Program shall be deemed OncoMed Development Compound(s)as of the effective date of termination of the terminated Program, and OncoMed will thereafter have all rightsgrant licenses to GSK in accordance with Section 5.1 as if GSK had exercised its GSK Program Option for the terminated Program, itself or with a Third Party or through a Third Party sublicensee, and GSK shall use Commercially Reasonable Efforts to Develop and Commercialize a Product from the terminated Program in the Territory under the licenses described in this Section 14.6.3(b)(i), or such OncoMed Development Compound(s) at OncoMed’s sole discretionlicenses shall terminate; (ii) All licenses granted to GSK prior to the effective date of such termination with respect to the terminated Program shall continue in full force, in accordance with the terms and conditions of this Agreement; (iii) GSK shall have no obligation to grant OncoMed the license set forth in Section 5.5 with respect to the terminated Program; (iv) OncoMed shall cease any and all Development and Commercialization activities with respect to any and all Collaboration Compounds in the terminated Program (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program, and GSK shall not be required to use Commercially Reasonable Efforts to progress any Collaboration Compounds that are subject to such terminated Program as of the date of notice of such termination, except as set forth in this Section 14.6.2(b)(viii); (iii) Notwithstanding anything contained herein to the contrary, all rights (including without limitation all GSK Program Options) and licenses granted herein to GSK with respect to any and all Collaboration Compounds (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program shall terminate as of the effective date of such termination, except to the extent required for the conduct of activities, if any, under Section 14.6.2(b)(viii), and GSK shall have no right or license to practice the OncoMed Licensed Patents, to use OncoMed Licensed Know-How, to use any trademark(s) Controlled by OncoMed [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. or 3.4.3, GSK Development Compounds and Products) that [***] as of the OncoMed Logo, or to use the OncoMed Confidential Information for any purpose with respect to effective date of such terminated Program; (iv) GSK will grant, and hereby grants, the license set forth in Section 5.5termination; (v) All GSK shall pay to OncoMed a [***] royalty on Net Sales by GSK, its Affiliates, and its Sublicensees of any Product incorporating a Collaboration Compound in the terminated Program licensed to GSK under Sections 14.6.3(b)(i) and 14.6.3(b)(ii) that has met the Candidate Selection Criteria as of the effective date of termination of the terminated Program. If the terminated Program is terminated before a Collaboration Compound in the terminated Program has been deemed a Candidate Selection Compound by the JSC, then the royalty to OncoMed will be [***] royalty payable to OncoMed on Net Sales by GSK, its Affiliates, and its Sublicensees. GSK’s obligation to pay the royalty in this Section on Net Sales of Products incorporating any such Collaboration Compound in such Program will continue until, and end on [***] that [***], and all other payment obligations under Article 8 hereunder shall terminate with respect to such terminated Program, GSK Development Compound or Product, other than except those which that are accrued and unpaid as of the effective date of termination and any payment obligations that survive such termination as expressly provided in Section 8.4termination; (vi) The provisions of Article 7 applicable to GSK with respect to the terminated Program and compounds within the terminated Program shall terminate in their entirety; provided that , but the Collaboration Target in the terminated Program provisions of Article 7 applicable to OncoMed shall continue to be deemed an Active Target solely for purposes of Section 7.2.6 for a period of [***] after the effective date of termination of the terminated Programin full force and effect; (vii) All rights and obligations under the terms of this Agreement (other than for such terminated Program) that are in effect as of the date of such termination shall remain in full force and effect, in accordance with their terms;; and (viii) Notwithstanding anything OncoMed shall promptly return to the contrary, in the event that such a termination occurs during GSK all data and prior to the Completion of any Clinical Trial(s) being conducted by GSK, its Affiliates, or its Sublicensees, GSK shall Complete such Clinical Trial(s) and shall [***] as if such a termination had not occurred; provided that GSK may prematurely suspend or terminate any such Clinical Trial(s) if (A) a priori protocol defined stopping rules are met for safety or efficacy or (B) unacceptable safety signals are observed by GSK or the Data and Safety Monitoring Board materials with respect to the Product or related Development compounds that present an unacceptable risk to patients participating in such Clinical Trial(s); and (ix) GSK will provide OncoMed with any material information, materials and data for any and all Collaboration Compounds (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program and will cooperate with OncoMed compounds within the terminated Program transferred by GSK to provide a smooth transfer of such material information, materials and data as soon as reasonably practical after GSK’s notice of such termination, and, upon Completion of any Clinical Trial(s) described in Section 14.6.2(b)(viii), GSK will provide OncoMed with any material information, materials and data for such compounds and will cooperate with OncoMed to provide a smooth transfer of such material information, materials and data as soon as reasonably practicalOncoMed.

Termination of Program. In the event of a termination by: (1) GSK with respect to a Program pursuant to Section 14.3.2, or (2) OncoMed with respect to a Program pursuant to Section 14.2.1 (for material breach): (i) Any and all Collaboration Compounds (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program shall be deemed OncoMed Development Compound(s), and OncoMed will thereafter have all rights, itself or with a Third Party or through a Third Party sublicensee, to Develop and Commercialize such OncoMed Development Compound(s) at OncoMed’s sole discretion; (ii) GSK shall cease any and all Development and Commercialization activities with respect to any and all Collaboration Compounds (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program, and GSK shall not be required to use Commercially Reasonable Efforts to progress any Collaboration Compounds that are subject to such terminated Program as of the date of notice of such termination, except as set forth in this Section 14.6.2(b)(viii); (iii) Notwithstanding anything contained herein to the contrary, all rights (including without limitation all GSK Program Options) and licenses granted herein to GSK with respect to any and all Collaboration Compounds (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program shall terminate as of the effective date of such termination, except to the extent required for the conduct of activities, if any, under Section 14.6.2(b)(viii), and GSK shall have no right or license to practice the OncoMed Licensed Patents, to use OncoMed Licensed Know-How, to use any trademark(s) Controlled by OncoMed [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. or the OncoMed Logo, or to use the OncoMed Confidential Information for any purpose with respect to such terminated Program; (iv) GSK will grant, and hereby grants, the license set forth in Section 5.5; (v) All payment obligations under Article 8 shall terminate with respect to such terminated Program, GSK Development Compound or Product, other than those which are accrued and unpaid as of the effective date of termination and any payment obligations that survive such termination as expressly provided in Section 8.4; (vi) The provisions of Article 7 with respect to the terminated Program shall terminate in their entirety; provided that the Collaboration Target in the terminated Program shall continue to be deemed an Active Target solely for purposes of Section 7.2.6 for a period of [***] after the effective date of termination of the terminated Program; (vii) All rights and obligations under the terms of this Agreement (other than for such terminated Program) that are in effect as of the date of such termination shall remain in full force and effect, in accordance with their terms;; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (viii) Notwithstanding anything to the contrary, in the event that such a termination occurs during and prior to the Completion of any Clinical Trial(s) being conducted by GSK, its Affiliates, or its Sublicensees, GSK shall Complete such Clinical Trial(s) and shall [***] as if such a termination had not occurred; provided that GSK may prematurely suspend or terminate any such Clinical Trial(s) if (A) a priori protocol defined stopping rules are met for safety or efficacy or (B) unacceptable safety signals are observed by GSK or the Data and Safety Monitoring Board with respect to the Product or related Development compounds that present an unacceptable risk to patients participating in such Clinical Trial(s); and (ix) GSK will provide OncoMed with any material information, materials and data for any and all Collaboration Compounds (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program and will cooperate with OncoMed to provide a smooth transfer of such material information, materials and data as soon as reasonably practical after GSK’s notice of such termination, and, upon Completion of any Clinical Trial(s) described in Section 14.6.2(b)(viii), GSK will provide OncoMed with any material information, materials and data for such compounds and will cooperate with OncoMed to provide a smooth transfer of such material information, materials and data as soon as reasonably practical.

Termination of Program. In the event of a termination by: (1) GSK with respect to a Program pursuant to Section 14.3.2, or (2) OncoMed with respect to a Program pursuant to Section 14.2.1 (for material breach): (i) Any GSK shall have the right to progress the Development and Commercialization of any Collaboration Compounds that [***] in the terminated Program as of the effective date of termination of the terminated Program, and OncoMed will grant licenses to GSK in accordance with Section 5.1 as if GSK had exercised its GSK Program Option for the terminated Program, and GSK shall use Commercially Reasonable Efforts to Develop and Commercialize a Product from the terminated Program in the Territory under the licenses described in this Section 14.6.3(b)(i), or such licenses shall terminate; (ii) All licenses granted to GSK prior to the effective date of such termination with respect to the terminated Program shall continue in full force, in accordance with the terms and conditions of this Agreement; (iii) GSK shall have no obligation to grant OncoMed the license set forth in Section 5.5 with respect to the terminated Program; (iv) OncoMed shall cease any and all Development and Commercialization activities with respect to any and all Collaboration Compounds in the terminated Program (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program shall be deemed OncoMed Development Compound(s), and OncoMed will thereafter have all rights, itself or with a Third Party or through a Third Party sublicensee, to Develop and Commercialize such OncoMed Development Compound(s) at OncoMed’s sole discretion; (ii) GSK shall cease any and all Development and Commercialization activities with respect to any and all Collaboration Compounds (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program, and GSK shall not be required to use Commercially Reasonable Efforts to progress any Collaboration Compounds that are subject to such terminated Program as of the date of notice of such termination, except as set forth in this Section 14.6.2(b)(viii); (iii) Notwithstanding anything contained herein to the contrary, all rights (including without limitation all GSK Program Options) and licenses granted herein to GSK with respect to any and all Collaboration Compounds (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program shall terminate [***] as of the effective date of such termination; (v) GSK shall pay to OncoMed a [***] royalty on Net Sales by GSK, its Affiliates, and its Sublicensees of any Product incorporating a Collaboration Compound in the terminated Program licensed to GSK under Sections 14.6.3(b)(i) and 14.6.3(b)(ii) that has met the Candidate Selection Criteria as of the effective date of termination of the terminated Program. If the terminated Program is terminated before a Collaboration Compound in the terminated Program has been deemed a Candidate Selection Compound by the JSC, then the royalty to OncoMed will be [***] royalty payable to OncoMed on Net Sales by GSK, its Affiliates, and its Sublicensees. GSK’s obligation to pay the royalty in this Section on Net Sales of Products incorporating any such Collaboration Compound in such Program will continue until, and end on [***] that [***], and all other payment obligations hereunder shall terminate except those that are accrued and unpaid as of the effective date of such termination; (vi) The provisions of Article 7 applicable to GSK with respect to the extent required for terminated Program and compounds within the conduct terminated Program shall terminate in their entirety, but the provisions of activities, if any, under Section 14.6.2(b)(viii), Article 7 applicable to OncoMed shall continue in full force and GSK shall have no right or license to practice the OncoMed Licensed Patents, to use OncoMed Licensed Know-How, to use any trademark(s) Controlled by OncoMed effect; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. or the OncoMed Logo, or to use the OncoMed Confidential Information for any purpose with respect to such terminated Program; (iv) GSK will grant, and hereby grants, the license set forth in Section 5.5; (v) All payment obligations under Article 8 shall terminate with respect to such terminated Program, GSK Development Compound or Product, other than those which are accrued and unpaid as of the effective date of termination and any payment obligations that survive such termination as expressly provided in Section 8.4; (vi) The provisions of Article 7 with respect to the terminated Program shall terminate in their entirety; provided that the Collaboration Target in the terminated Program shall continue to be deemed an Active Target solely for purposes of Section 7.2.6 for a period of [***] after the effective date of termination of the terminated Program;. (vii) All rights and obligations under the terms of this Agreement (other than for such terminated Program) that are in effect as of the date of such termination shall remain in full force and effect, in accordance with their terms;; and (viii) Notwithstanding anything OncoMed shall promptly return to the contrary, in the event that such a termination occurs during GSK all data and prior to the Completion of any Clinical Trial(s) being conducted by GSK, its Affiliates, or its Sublicensees, GSK shall Complete such Clinical Trial(s) and shall [***] as if such a termination had not occurred; provided that GSK may prematurely suspend or terminate any such Clinical Trial(s) if (A) a priori protocol defined stopping rules are met for safety or efficacy or (B) unacceptable safety signals are observed by GSK or the Data and Safety Monitoring Board materials with respect to the Product or related Development compounds that present an unacceptable risk to patients participating in such Clinical Trial(s); and (ix) GSK will provide OncoMed with any material information, materials and data for any and all Collaboration Compounds (including without limitation rejected compounds as described in Section 3.4.3, GSK Development Compounds and Products) pertaining to any such terminated Program and will cooperate with OncoMed compounds within the terminated Program transferred by GSK to provide a smooth transfer of such material information, materials and data as soon as reasonably practical after GSK’s notice of such termination, and, upon Completion of any Clinical Trial(s) described in Section 14.6.2(b)(viii), GSK will provide OncoMed with any material information, materials and data for such compounds and will cooperate with OncoMed to provide a smooth transfer of such material information, materials and data as soon as reasonably practicalOncoMed.