Common use of Upon Expiration Clause in Contracts

Upon Expiration. Following the expiration of the Term pursuant to Section 12.1, the following terms shall apply: (i) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to a GSK Product in a country pursuant to Section 12.1(a), GSK shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Exclusively Licensed IP solely to continue to make, have made, use, sell, offer to sell and import such GSK Product in the Field in such country, for so long as it continues to do so. (ii) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to a PROSENSA Product in a country pursuant to Section 12.1(a), PROSENSA shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the GSK IP and GSK’s share in any Joint IP solely to continue to make, have made, use, sell, offer to sell and import such PROSENSA Product in the Field in such country, for so long as it continues to do so. (iii) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.1(b), GSK shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Exclusively Licensed IP, solely to continue to make, have made, use, sell, offer to sell and import GSK Products in the Field in the Territory, for so long as it continues to do so. (iv) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.1(b), PROSENSA shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the GSK IP and GSK’s share in any Joint IP solely to continue to make, have made, use, sell, offer to sell and import PROSENSA Products in the Field in the Territory, for so long as it continues to do so.

Upon Expiration. Following the expiration of the Term pursuant to Section 12.1, the following terms shall apply: (ia) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to a Product incorporating a GSK Product Development Compound in a country pursuant to Section 12.1(a)12.1.1, GSK shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Exclusively Licensed IP Anacor IP, solely to continue to make, have made, use, sell, offer to sell and import such GSK Product in the Field in such country, for so long as it continues to do so. (iib) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to a PROSENSA Product incorporating an Anacor Development Compound in a country pursuant to Section 12.1(a)12.1.1, PROSENSA Anacor shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the GSK IP and GSK’s share in any Joint IP IP, solely to continue to make, have made, use, sell, offer to sell and import such PROSENSA Product in the Field in such country, for so long as it continues to do so. (iiic) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.1(b)12.1.2, GSK shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Exclusively Licensed Anacor IP, solely to continue to make, have made, use, sell, offer to sell and import Products containing GSK Products Development Compounds in the Field in the Territory, for so long as it continues to do so. (ivd) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.1(b)12.1.2, PROSENSA Anacor shall have an exclusive, fully-paid and royalty-free free, right and license, with the right to grant sublicenses, under the GSK IP and GSK’s share in any Joint IP IP, solely as necessary to continue to make, have made, use, sell, offer to sell sell, and import PROSENSA Products in the Field in the Territorycontaining Anacor Development Compounds, for so long as it continues to do so. [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Upon Expiration. Following the expiration of the Term pursuant to Section 12.1, the following terms shall apply: (i) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to a GSK Product in a country pursuant to Section 12.1(a), GSK shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Exclusively Licensed IP solely to continue to make, have made, use, sell, offer to sell and import such GSK Product in the Field in such country, for so long as it continues to do so. (ii) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to a PROSENSA TELETHON-HSR Product in a country pursuant to Section 12.1(a), PROSENSA TELETHON-HSR shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the GSK IP and GSK’s share in any Joint IP solely to continue to make, have made, use, sell, offer to sell and import such PROSENSA TELETHON-HSR Product in the Field in such country, for so long as it continues to do so. (iii) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.1(b), GSK shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Exclusively Licensed IP, solely to continue to make, have made, use, sell, offer to sell and import GSK Products in the Field in the Territory, for so long as it continues to do so. (iv) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.1(b), PROSENSA TELETHON-HSR shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the GSK IP and GSK’s share in any Joint IP solely to continue to make, have made, use, sell, offer to sell and import PROSENSA TELETHON-HSR Products in the Field in the Territory, for so long as it continues to do so.

Upon Expiration. Following the expiration of the Term pursuant to Section 12.1, the following terms shall apply: (ia) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to a GSK Product in a country pursuant to Section 12.1(a)12.1.1, GSK shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Exclusively Licensed IP solely IP, to continue to make, have made, use, sell, offer to sell and import such GSK Product in the Field in such country, for so long as it continues to do so. (iib) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to a PROSENSA Dynavax Product in a country pursuant to Section 12.1(a)12.1.1, PROSENSA Dynavax shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the GSK Development IP and GSK’s share interest in any Joint IP the Collaboration IP, solely to continue to make, have made, use, sell, offer to sell and import such PROSENSA Dynavax Product in the Field in such country, for so long as it continues to do so. (iiic) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.1(b)12.1.2, GSK shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Exclusively Licensed IP, solely to continue to make, have made, use, sell, offer to sell and import GSK Products in the Field in the Territory, for so long as it continues to do so. (ivd) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.1(b)12.1.2, PROSENSA Dynavax shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the GSK Development IP and GSK’s share interest in any Joint IP the Collaboration IP, solely to continue to make, have made, use, sell, offer to sell and import PROSENSA Dynavax Products in the Field in the Territory, for so long as it continues to do so.

Upon Expiration. Following the expiration of the Term pursuant to Section 12.1, the following terms shall apply: (ia) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to a Product incorporating a GSK Product Development Compound in a country pursuant to Section 12.1(a)12.1.1, GSK shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Exclusively Licensed IP Anacor IP, solely to continue to make, have made, use, sell, offer to sell and import such GSK Product in the Field in such country, for so long as it continues to do so. (iib) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to a PROSENSA Product incorporating an Anacor Development Compound in a country pursuant to Section 12.1(a)12.1.1, PROSENSA Anacor shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the GSK IP and GSK’s share in any Joint IP IP, solely to continue to make, have made, use, sell, offer to sell and import such PROSENSA Product in the Field in such country, for so long as it continues to do so. (iiic) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.1(b)12.1.2, GSK shall have an exclusive, fully-paid and royalty-free right and license, with the right to grant sublicenses, under the Exclusively Licensed Anacor IP, solely to continue to make, have made, use, sell, offer to sell and import Products containing GSK Products Development Compounds in the Field in the Territory, for so long as it continues to do so. (ivd) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.1(b)12.1.2, PROSENSA Anacor shall have an exclusive, fully-paid and royalty-free free, right and license, with the right to grant sublicenses, under the GSK IP and GSK’s share in any Joint IP IP, solely as necessary to continue to make, have made, use, sell, offer to sell sell, and import PROSENSA Products in the Field in the Territorycontaining Anacor Development Compounds, for so long as it continues to do so.