Common use of Upon Unilateral Termination by GSK Clause in Contracts

Upon Unilateral Termination by GSK. In the event of a unilateral termination of this Agreement in its entirety or any Program by GSK pursuant to Sections 5.3(b), 7.3 or 12.3, the following terms shall apply: (i) Notwithstanding anything contained herein to the contrary, all licenses granted to GSK with respect to Compounds and GSK Products in the terminated Program (or, in the case of termination of the entire Agreement, all Compounds and GSK Products) shall terminate, each such GSK Product shall be deemed to be a PROSENSA Product and PROSENSA shall have the exclusive right, at its sole discretion, to Research, Develop and commercialize such PROSENSA Product in the Territory in the Field, alone or with any Third Party or through any Sublicensee, Affiliate or subcontractor without any obligation to GSK, subject to the applicable payment obligations under Section 6.5; (ii) as of the date of notice of such termination, GSK shall not be required to use Commercially Reasonable Efforts to progress any GSK Products in the terminated Program(s) under this Agreement, and as of the effective date of such termination, GSK will cease any and all Development and commercialization activities with respect to Compounds included in a terminated Program (or in the case of termination of the entire Agreement, all Programs); provided, however, that nothing in this Section 12.5(b) is intended to limit GSK’s obligations under Section 12.5(e); (iii) All unexercised Options with respect to the terminated Program(s) as of the date that PROSENSA receives such notice from GSK shall be cancelled and of no force and effect; (iv) With respect to any Compound in a terminated Program (or in the case of termination of the entire Agreement, all Programs), GSK shall grant, and hereby grants, to PROSENSA an exclusive right and license, with the right to grant sublicenses, under the GSK IP and GSK’s share in any Joint IP solely to Develop, make, have made, use, sell, offer to sell and import such Compound as a PROSENSA Product in the Field in the Territory, for so long as it continues to do so, and PROSENSA shall have the exclusive right, at its sole discretion, to Research, Develop and commercialize such Compound as a PROSENSA Product in the Territory in the Field, alone or with any Third Party or through any Sublicensee, Affiliate or subcontractor without any obligation to GSK; and

Upon Unilateral Termination by GSK. In the event of a unilateral termination of this Agreement in its entirety or any Program by GSK pursuant to Sections 5.3(b), 7.3 or Section 12.3, the following terms shall apply: (ia) Notwithstanding anything contained herein to the contrary, all licenses granted to GSK with respect to Compounds and GSK Products in the terminated Program (or, in the case of termination of the entire Agreement, all Compounds and GSK Products) shall terminate, each such GSK Product shall be deemed to be a PROSENSA Product Dynavax Product, and PROSENSA the terms and conditions of Sections 5.3, 6.5 and 6.6 shall have the exclusive right, at its sole discretion, apply with respect to Research, Develop and commercialize such PROSENSA Product in the Territory in the Field, alone or with any Third Party or through any Sublicensee, Affiliate or subcontractor without any obligation to GSK, subject to the applicable payment obligations under Section 6.5Dynavax Products; (iib) as of the date of notice of such termination, GSK shall not be required to use Commercially Reasonable Efforts to progress any GSK Products in the terminated Program(s) under this Agreement, and as of the effective date of such termination, GSK will cease any and all Development and commercialization activities with respect to Compounds included in a terminated Program (or in the case of termination of the entire Agreement, all Programs); provided, however, that nothing in this Section 12.5(b) 12.5.2 is intended to limit GSK’s obligations under Section 12.5(e)12.5.5; (iiic) All unexercised Options with respect to the terminated Program(s) as of the date that PROSENSA Dynavax receives such notice from GSK shall be cancelled and of no force and effect; (ivd) With respect to any Compound in a terminated Program (or in the case of termination of the entire Agreement, all Programs), GSK shall grant, and hereby grants, to PROSENSA Dynavax an exclusive right and license, with the right to grant sublicenses, under the GSK GSK’s (including its Affiliate’s and Sublicensee’s) interest in any Collaboration IP and GSK’s share in any Joint GSK Development IP [ * ], solely to Develop, make, have made, use, sell, offer to sell and import such Compound as a PROSENSA Dynavax Product in the Field in the Territory, for so long as it continues to do so, subject to the royalty obligations set forth in Sections 6.5 and PROSENSA shall have 6.6; and (e) In the exclusive rightevent of termination of the Agreement in its entirety or on a Program-by-Program basis pursuant to Section 12.3, at its sole discretion, all of Dynavax’s and GSK’s respective [ * ] with respect to Research, Develop and commercialize such Compound as a PROSENSA Product TLRs in the Territory in the Field, alone terminated Program(s) shall immediately terminate and no longer be of any force or with any Third Party or through any Sublicensee, Affiliate or subcontractor without any obligation to GSK; andeffect.

Upon Unilateral Termination by GSK. In the event of a unilateral termination of this Agreement in its entirety or any Program by GSK pursuant to Sections 5.3(b5.2(b), 7.3 7.2 or 12.3, the following terms shall apply: (i) Notwithstanding anything contained herein to the contrary, all licenses granted to GSK with respect to Compounds Vectors and GSK Products in the terminated Program (or, in the case of termination of the entire Agreement, all Compounds Vectors and GSK Products) shall terminate, each such GSK Product shall be deemed to be a PROSENSA TELETHON-HSR Product and PROSENSA TELETHON-HSR shall have the exclusive right, at its sole discretion, to Research, further Develop and commercialize such PROSENSA TELETHON-HSR Product in the Territory in the Field, alone or with any Third Party or through any Sublicensee, Affiliate or subcontractor without any obligation to GSK, subject to the applicable payment obligations under Section 6.5; GSK will be obligated to pay any uncancellable and incurred charges under a Collaboration Program that cannot be avoided by TELETHON-HSR as mitigation of costs during the [***] period after notice of termination for winding down of the relevant Program, provided however, that GSK shall not be obligated to pay any additional amounts that would amount to being a penalty for such termination; (ii) as of the date of notice of such termination, GSK shall not be required to use Commercially Reasonable Efforts to progress any GSK Products in the terminated Program(s) under this Agreement, and as of the effective date of such termination, GSK will cease any and all Development and commercialization activities with respect to Compounds Vectors included in a terminated Program (or in the case of termination of the entire Agreement, all Programs); provided, however, that nothing in this Section 12.5(b) is intended to limit GSK’s obligations under Section 12.5(e); (iii) All unexercised Options with respect to the terminated Program(s) as of the date that PROSENSA TELETHON-HSR receives such notice from GSK shall be cancelled and of no force and effect; (iv) With respect to any Compound Product in a terminated Program (or in the case of termination of the entire Agreement, all Programs), GSK shall grant, and hereby grants, to PROSENSA TELETHON-HSR an exclusive right and license, with the right to grant sublicenses, under the GSK IP and GSK’s share in any Joint IP solely to Develop, make, have made, use, sell, offer to sell and import such Compound Vector as a PROSENSA TELETHON-HSR Product in the Field in the Territory, for so long as it it, its Affiliates, subcontractors and/or Sublicensees continues to do so, and PROSENSA TELETHON-HSR shall have the exclusive right, at its sole discretion, to Research, further Develop and commercialize such Compound Vector as a PROSENSA TELETHON-HSR Product in the Territory in the Field, alone or with any Third Party or through any Sublicensee, Affiliate or subcontractor without any obligation to GSK; and, and TELETHON-HSR shall have the right to negotiate in good faith and on commercially reasonable terms for a license under the relevant GSK IP solely as required to further Develop and commercialize such TELETHON-HSR Products in the Field and in the Territory.

Upon Unilateral Termination by GSK. (a) In the event of a unilateral termination of this Agreement in its entirety or any Program Project by GSK pursuant to Sections 5.3(b), 7.3 or Section 12.3, the following terms shall apply: (i) Notwithstanding anything contained herein to the contrary, all licenses granted to GSK with respect to GSK Development Compounds and from a terminated Project(s), if any, for which GSK Products in the terminated Program (or, in the case of termination of the entire Agreement, all Compounds and GSK Products) shall terminate, each such GSK Product shall be deemed to be a PROSENSA Product and PROSENSA shall have the exclusive right, at has previously exercised its sole discretion, to Research, Develop and commercialize such PROSENSA Product in the Territory in the Field, alone or with any Third Party or through any Sublicensee, Affiliate or subcontractor without any obligation to GSK, subject to the applicable payment obligations under Section 6.5; (ii) as of the date of notice of such termination, GSK shall not be required to use Commercially Reasonable Efforts to progress any GSK Products in the terminated Program(s) under this Agreement, and Option as of the effective date of such termination, GSK will cease any and all Development and commercialization activities with respect to Compounds included in a terminated Program (or in the case of termination of the entire Agreement, all Programs); provided, however, that nothing in this Section 12.5(b) is intended to limit GSK’s obligations under Section 12.5(e)shall terminate; (iiiii) All unexercised Options with respect to the terminated Program(ssuch Project(s) as of the date that PROSENSA Anacor receives such notice from GSK shall be cancelled and of no force and effect; (iviii) With respect to any Compound in If the Parties have discovered one or more Collaboration Compounds (other than GSK Development Compounds) under the Research Collaboration with activity against a Target that is the subject of the terminated Program Project (or in the case of termination of the entire Agreement, all Programsany Project), GSK such Collaboration Compounds shall grantbe deemed to be Anacor Development Compounds, and hereby grantsthe terms of Section 5.3.1 shall apply with respect to such Anacor Development Compounds; [***] 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. (iv) With respect to a given GSK Development Compound (or Product that incorporates a GSK Development Compound), (A) such GSK Development Compound shall be deemed to PROSENSA be an exclusive right Anacor Development Compound; and license, (B) the terms and conditions of Section 5.3.2 shall apply with respect to such Anacor Development Compound. (b) All of Anacor's exclusivity obligations under Section 7.1 shall immediately terminate and no longer be of any force or effect with respect to the right Project(s) being terminated and the Target(s) and Collaboration Compounds relating to grant sublicenses, under the GSK IP and GSK’s share in any Joint IP solely to Develop, make, have made, use, sell, offer to sell and import such Compound as a PROSENSA Product in the Field in the Territory, for so long as it continues to do so, and PROSENSA shall have the exclusive right, at its sole discretion, to Research, Develop and commercialize such Compound as a PROSENSA Product in the Territory in the Field, alone or with any Third Party or through any Sublicensee, Affiliate or subcontractor without any obligation to GSK; andterminated Project(s).