Common use of Upon Unilateral Termination by GSK Clause in Contracts

Upon Unilateral Termination by GSK. (a) In the event of a unilateral termination of this Agreement in its entirety by GSK pursuant to Section 12.3: (i) Notwithstanding anything contained herein to the contrary, all licenses granted to GSK with respect to Product Candidates and Licensed Products, if any, for which GSK has previously exercised its Product Option as of the effective date of such termination shall continue in full force and effect, in accordance with the terms and conditions of this Agreement, including without limitation, GSK’s payment obligations under Article 6 with respect to any Licensed Products; and (ii) All Product Options that are not yet triggered by the successful completion of a PoC Trial for an Option Compound under Sections 4.3.1(a) or 4.3.1(b) with respect to any Collaboration Targets as of the date that ChemoCentryx receives such notice from GSK shall be cancelled and of no force and effect; (b) In the event of a termination of this Agreement in part by GSK pursuant to Section 12.2.2 with respect to a given Licensed Product, (i) such Licensed Product shall be deemed a Returned Licensed Product under Section 5.7; and (ii) thereafter, the terms and conditions of Section 6.7 pertaining to the obligation to pay Reverse Royalties to GSK shall apply with respect to such Returned Licensed Product. (c) All of ChemoCentryx’s exclusivity obligations under Article 7 shall immediately terminate and no longer be of any force or effect with respect to the Collaboration Target(s) being terminated and the Collaboration Compounds relating to such terminated Collaboration Targets.

Upon Unilateral Termination by GSK. (a) In the event of a unilateral termination of this Agreement in its entirety or any Project by GSK pursuant to Section 12.3, the following terms shall apply: (i) Notwithstanding anything contained herein to the contrary, all licenses granted to GSK with respect to Product Candidates and Licensed ProductsGSK Development Compounds from a terminated Project(s), if any, for which GSK has previously exercised its Product Option as of the effective date of such termination shall continue in full force and effect, in accordance with the terms and conditions of this Agreement, including without limitation, GSK’s payment obligations under Article 6 with respect to any Licensed Products; andterminate; (ii) All Product unexercised Options that are not yet triggered by the successful completion of a PoC Trial for an Option Compound under Sections 4.3.1(a) or 4.3.1(b) with respect to any Collaboration Targets such Project(s) as of the date that ChemoCentryx Anacor receives such notice from GSK shall be cancelled and of no force and effect; (biii) In If the event 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 a the terminated Project (or in the case of termination of this Agreement in part by GSK pursuant the entire Agreement, any Project), such Collaboration Compounds shall be deemed to be Anacor Development Compounds, and the terms of Section 12.2.2 5.3.1 shall apply with respect to such Anacor Development Compounds; (iv) With respect to a given Licensed ProductGSK Development Compound (or Product that incorporates a GSK Development Compound), (iA) such Licensed Product GSK Development Compound shall be deemed a Returned Licensed Product under Section 5.7to be an Anacor Development Compound; and (iiB) thereafter, the terms and conditions of Section 6.7 pertaining to the obligation to pay Reverse Royalties to GSK 5.3.2 shall apply with respect to such Returned Licensed ProductAnacor Development Compound. (cb) All of ChemoCentryx’s Anacor's exclusivity obligations under Article 7 Section 7.1 shall immediately terminate and no longer be of any force or effect with respect to the Collaboration Target(sProject(s) being terminated and the Target(s) and Collaboration Compounds relating to such terminated Collaboration TargetsProject(s).