Upon Partial Termination Clause Samples

Upon Partial Termination. Upon any termination of a portion of this Agreement by GPC Biotech under Section 14.3 or by either Party under Section 14.4: (a) all licenses and sublicenses granted to Licensee by GPC Biotech under this Agreement shall terminate for such portion of the Licensee Territory terminated pursuant to Section 14.3 or 14.4, as applicable, and, subject to Section 14.8.9, Licensee, its Affiliates, Sublicensees and Distributors shall have no further right in or to the GPC Biotech Patents or to use the GPC Biotech Know-How, Product Trademarks or GPC Biotech Corporate Names in the terminated portion of the Licensee Territory; (b) Licensee shall and does hereby automatically and without any further consideration relinquish its rights hereunder and assign and cause its Affiliates, Sublicensees and Distributors to assign to GPC Biotech without further compensation therefor, all right, title and interest, if any, in and to the Product Trademarks, Regulatory Approvals, Regulatory Documentation (including any Clinical Data generated in connection with Unilateral Activities of Licensee) and any Drug Master Files held by Licensee, its Affiliates, Sublicensees or Distributors in that portion of the Licensee Territory terminated pursuant to Section 14.3 or 14.4, as applicable, and shall grant to GPC Biotech with effect from the effective date of termination a perpetual, irrevocable and exclusive (including with regard to Licensee and its Affiliates, Sublicensees and Distributors), royalty-free license, with the right to grant sublicenses (through multiple tiers of sublicensees), under the Joint Patents (to the extent Controlled by Licensee), Joint Know-How (to the extent Controlled by Licensee), Licensee Know-How and Licensee Patents, solely to Exploit the Licensed Compound and the Licensed Product, in such portion of the Licensee Territory terminated pursuant to Section 14.3 or 14.4, as applicable; (c) Section 2.5.5 shall survive with respect to any obligations and restrictions imposed under such Section on either Party only with respect to the non-terminated portion of the Licensee Territory; and (d) any payments under Section 7.1 shall be retained by GPC Biotech.