Common use of 3Effect of Termination Clause in Contracts

3Effect of Termination. Without limiting any other legal or equitable remedies that either Party may have, if this Agreement is terminated by Alnylam, or by MedCo in accordance with Section 12.2.1, then: (a) If this Agreement is terminated by MedCo pursuant to Section 12.2.1, then MedCo's obligation under Section 9.5.1 shall survive for a period of eight (8) months after the effective date of termination, and if this Agreement is terminated by Alnylam pursuant to Sections 12.2.2 or 12.2.4, then MedCo's obligations under Section 9.5.1 shall survive for a period of twelve (12) months after the effective date of termination. (b) Subject to the terms and conditions of this Agreement (including Sections 6.4.1 and 6.4.4 with respect to the MedCo In-Licenses (if any) applicable to the rights granted to Alnylam pursuant to this Section 12.3(b)), MedCo shall and hereby does grant Alnylam a non-transferable (except as provided in Section 13.1), sublicenseable (subject to Section 6.2.3), worldwide, non-exclusive, royalty-bearing license, under any MedCo Technology that is produced, generated, conceived and/or reduced to practice as a result of the Development, Manufacturing or Commercialization activities of MedCo under this Agreement to Develop, Manufacture and Commercialize Licensed Products in the Field in the Territory. The Parties shall negotiate in good faith the royalty to be paid to MedCo by Alnylam in exchange for, and reflecting the then net present value of, the foregoing license, and, in the event that the Parties cannot mutually agree upon such amount within [**] days following the effective date of termination, the Parties will, as soon as reasonably practicable and in no event later than [**] days following the expiration of such [**]-day period, mutually decide upon an independent Third Party valuation firm with substantial experience in valuing licenses of intellectual property rights for the commercialization of pharmaceutical and biotechnology products, which shall make a final and binding determination of the net value of such license and both Parties shall promptly provide all reasonable materials and information requested by such valuation firm and shall share equally in the expenses of such valuation firm. (c) MedCo shall use Commercially Reasonable Efforts to as promptly as practicable transfer to Alnylam or Alnylam's designee (i) possession and ownership of all governmental or regulatory correspondence, conversation logs, filings and approvals (including all Regulatory Approvals and pricing and reimbursement approvals) in MedCo's or its Affiliates' possession and Control relating to the Development, Manufacture or Commercialization of the Licensed Products and all Product Trademarks, (ii) copies of all data, reports, records and materials, and other sales and marketing related information in MedCo's or its Affiliates' possession and Control to the extent that such data, reports, records, materials or other information relate to the Development, Manufacture or Commercialization of Licensed Products, including all non-clinical and clinical data relating to Licensed Products, and 51 customer lists and customer contact information and all adverse event data in MedCo's possession and Control, and (iii) all records and materials in MedCo's possession and Control containing Confidential Information of Alnylam. MedCo shall further appoint Alnylam as MedCo's and/or MedCo's Affiliates' agent for all Licensed Product-related matters involving Regulatory Authorities in the Territory until all such Regulatory Approvals and other regulatory filings have been transferred to Alnylam or its designee, (d) if the effective date of termination is after First Commercial Sale, then MedCo shall appoint Alnylam as its exclusive distributor of the Licensed Product in the Territory and grant Alnylam the right to appoint sub-distributors, until such time as all such Regulatory Approvals in the Territory have been transferred to Alnylam or its designee, (e) if MedCo or its Affiliates are Manufacturing Licensed Product, then at Alnylam's option, MedCo shall supply the Licensed Product to Alnylam in the Territory on commercially reasonable terms to be negotiated in good faith by the Parties, until such time as all such Regulatory Approvals in the Territory have been transferred to Alnylam or its designee, Alnylam has obtained all necessary manufacturing approvals or Alnylam has procured or developed its own source(s) of Licensed Product supply, (f) if Alnylam so requests, MedCo shall use Commercially Reasonable Efforts to assign to Alnylam any Third Party agreements solely relating to the Development, Manufacture or Commercialization of the Licensed Product to which MedCo is a party, subject to any required consents of such Third Party, which MedCo shall use Commercially Reasonable Efforts to obtain promptly, (g) MedCo shall promptly transfer and assign to Alnylam all of MedCo's and its Affiliates' rights, title and interests in and to the Product Trademark(s) owned by MedCo or its Affiliates and used for the Licensed Products in the Field in the Territory, (h) MedCo shall transfer to Alnylam any inventory of Licensed Products Controlled by MedCo or its Affiliates as of the termination date, on commercially reasonable terms to be negotiated in good faith by the Parties, (i) MedCo shall use Commercially Reasonable Efforts to provide, at Alnylam's reasonable expense, any other assistance reasonably requested by Alnylam for the purpose of allowing Alnylam or its designee to proceed expeditiously with the Development, Manufacture and Commercialization of Licensed Products in the Territory, and (j) MedCo shall execute all documents and take all such further actions as may be reasonably requested by Alnylam in order to give effect to the foregoing clauses.

3Effect of Termination. Without limiting (a) In the event this Agreement is terminated pursuant to this Article X, this Agreement shall forthwith become null and void and be of no further force and effect and there shall be no liability on the part of any other legal Party, except that this Section 10.3, Section 7.4, the last sentence of Section 8.9(f), Section 10.1 and Article XII shall survive any such termination in accordance with their terms and shall be enforceable hereunder. If this Agreement is validly terminated pursuant to this Article X, no Party shall have any remedy or equitable remedies right to recover for any Liabilities resulting from any breach of any representation or warranty contained herein unless such breach was a Willful Breach committed by the breaching Party. (b) The Parties hereto agree that either Party may have, if (A) in the event this Agreement is terminated by Alnylam, either Seller or by MedCo in accordance with Section 12.2.1, then: (a) If this Agreement is terminated by MedCo Buyer pursuant to Section 12.2.110.1(d) or Section 10.1(e), and (B) at the time of such termination, all the conditions set forth in Article IX other than Section 9.1(a) or Section 9.1(b) (to the extent such Governmental Order or Law relates, in whole or in part, to any Regulatory Law) have been satisfied or are capable of being satisfied prior to the Closing (other than conditions that by their nature can only be satisfied on the Closing Date), or waived by the applicable Party as of the date of such termination, then MedCo's obligation under Section 9.5.1 Buyer shall survive for a period of eight (8) months after the effective date of terminationpromptly, and if this Agreement is terminated by Alnylam pursuant to Sections 12.2.2 or 12.2.4, then MedCo's obligations under Section 9.5.1 shall survive for a period of twelve (12) months after the effective date of termination. (b) Subject to the terms and conditions of this Agreement (including Sections 6.4.1 and 6.4.4 with respect to the MedCo In-Licenses (if any) applicable to the rights granted to Alnylam pursuant to this Section 12.3(b)), MedCo shall and hereby does grant Alnylam a non-transferable (except as provided in Section 13.1), sublicenseable (subject to Section 6.2.3), worldwide, non-exclusive, royalty-bearing license, under any MedCo Technology that is produced, generated, conceived and/or reduced to practice as a result of the Development, Manufacturing or Commercialization activities of MedCo under this Agreement to Develop, Manufacture and Commercialize Licensed Products in the Field in the Territory. The Parties shall negotiate in good faith the royalty to be paid to MedCo by Alnylam in exchange for, and reflecting the then net present value of, the foregoing license, and, in the event that the Parties cannot mutually agree upon such amount within [**] days following the effective date of termination, the Parties will, as soon as reasonably practicable and but in no event later than [**] days following five (5) Business Days after the expiration date of such [**]-day periodtermination, mutually decide upon pay or cause to be paid to Seller (or its designee(s)) by wire transfer of same day funds an independent Third Party valuation firm with substantial experience amount equal to $5,000,000 (the “Purchaser Termination Fee”). Buyer acknowledges that the agreements contained in valuing licenses this Section 10.3(b) are an integral part of intellectual property rights the transactions contemplated by this Agreement, and that, without these agreements, Seller would not enter into this Agreement, and that the Purchaser Termination Fee is not a penalty and instead constitutes liquidated damages. Accordingly, if Buyer fails to promptly pay the amounts due pursuant to this Section 10.3(b) and, to obtain such payment, Seller commences a suit or other enforcement action that results in a judgment against Buyer for the commercialization of pharmaceutical Purchaser Termination Fee or any portion thereof, Buyer shall pay to Seller its costs and biotechnology productsexpenses (including attorneys’ fees) in connection with such suit or enforcement action, which shall make a final and binding determination plus interest on the amount of the net value Purchaser Termination Fee or portion thereof from the date any such payment should have otherwise been made pursuant ​ ​ to this Agreement at a rate of five (5) percentage points above the 1 Month Secured Overnight Financing Rate (SOFR), as published by the Wall Street Journal (U.S. Internet edition), at 12:01 a.m. on the first day in which such license and both Parties shall promptly provide all reasonable materials and information requested by such valuation firm and shall share equally in payments should have otherwise been made through the expenses of such valuation firm. (c) MedCo shall use Commercially Reasonable Efforts to as promptly as practicable transfer to Alnylam or Alnylam's designee (i) possession and ownership of all governmental or regulatory correspondence, conversation logs, filings and approvals (including all Regulatory Approvals and pricing and reimbursement approvals) in MedCo's or its Affiliates' possession and Control relating to the Development, Manufacture or Commercialization date of the Licensed Products and all Product Trademarks, (ii) copies of all data, reports, records and materials, and other sales and marketing related information in MedCo's or its Affiliates' possession and Control to the extent that such data, reports, records, materials or other information relate to the Development, Manufacture or Commercialization of Licensed Products, including all non-clinical and clinical data relating to Licensed Products, and 51 customer lists and customer contact information and all adverse event data in MedCo's possession and Control, and (iii) all records and materials in MedCo's possession and Control containing Confidential Information of Alnylam. MedCo shall further appoint Alnylam as MedCo's and/or MedCo's Affiliates' agent for all Licensed Product-related matters involving Regulatory Authorities in the Territory until all such Regulatory Approvals and other regulatory filings have been transferred to Alnylam or its designee, (d) if the effective date of termination is after First Commercial Sale, then MedCo shall appoint Alnylam as its exclusive distributor of the Licensed Product in the Territory and grant Alnylam the right to appoint sub-distributors, until such time as all such Regulatory Approvals in the Territory have been transferred to Alnylam or its designee, (e) if MedCo or its Affiliates are Manufacturing Licensed Product, then at Alnylam's option, MedCo shall supply the Licensed Product to Alnylam in the Territory on commercially reasonable terms to be negotiated in good faith by the Parties, until such time as all such Regulatory Approvals in the Territory have been transferred to Alnylam or its designee, Alnylam has obtained all necessary manufacturing approvals or Alnylam has procured or developed its own source(s) of Licensed Product supply, (f) if Alnylam so requests, MedCo shall use Commercially Reasonable Efforts to assign to Alnylam any Third Party agreements solely relating to the Development, Manufacture or Commercialization of the Licensed Product to which MedCo is a party, subject to any required consents of such Third Party, which MedCo shall use Commercially Reasonable Efforts to obtain promptly, (g) MedCo shall promptly transfer and assign to Alnylam all of MedCo's and its Affiliates' rights, title and interests in and to the Product Trademark(s) owned by MedCo or its Affiliates and used for the Licensed Products in the Field in the Territory, (h) MedCo shall transfer to Alnylam any inventory of Licensed Products Controlled by MedCo or its Affiliates as of the termination date, on commercially reasonable terms to be negotiated in good faith by the Parties, (i) MedCo shall use Commercially Reasonable Efforts to provide, at Alnylam's reasonable expense, any other assistance reasonably requested by Alnylam for the purpose of allowing Alnylam or its designee to proceed expeditiously with the Development, Manufacture and Commercialization of Licensed Products in the Territory, and (j) MedCo shall execute all documents and take all such further actions as may be reasonably requested by Alnylam in order to give effect to the foregoing clausespayment.

3Effect of Termination. Without limiting If this Agreement terminates early in its entirety pursuant to a termination under Section 10.2 (that is, prior to expiration under Section 10.1), then: (a) Cara shall, within [***] after the effective date of such termination, return or cause to be returned to VFMCRP copies of all VFMCRP’s Confidential Information (other than VFMCRP Product Technology); for clarity, Cara may retain (i) all copies of Joint Know-How, (ii) one copy of such returned VFMCRP Confidential Information solely for legal archive purposes, and (iii) copies of all VFMCRP Product Technology (for use in exercising the license rights granted to Cara under the Agreement that survive termination of this Agreement; (b) VFMCRP’s licenses pursuant to Sections 2.1, 2.2 and 2.3 shall terminate as of the effective date of termination; (c) within [***] after the effective date of termination VFMCRP shall return or cause to be returned to Cara, all copies of all Cara’s Confidential Information and all Licensed Know-How; except that VFMCRP may retain (i) all copies of Joint Know-How, and (ii) one copy of the Cara Confidential Information solely for legal archive purposes; (d) all of VFMCRP’s rights to use Cara Confidential Information and Cara Know-How, including with respect to Compounds and Licensed Products, shall terminate and revert exclusively to Cara, and VFMCRP covenants that, for [***] after the date of such termination, VFMCRP and its Affiliates and Sublicensees shall not market, promote, use, offer for sale or sell Compound or Licensed Product (except as may otherwise be permitted in Section 10.3(f) with respect to remaining inventory); (e) immediately and automatically upon termination, VFMCRP will be deemed to grant to Cara, effective solely upon, and exercisable from and after, such termination: (A) the exclusive, worldwide license, with full rights to grant sublicenses through multiple tiers, under VFMCRP’s and its Affiliates’ interest in all applicable Joint Patents as specified by Cara, such license solely to research, Develop, make, have made, use, offer for sale, sell, export and import all Compounds and Licensed Products, in the Field in the Licensed Territory; and (B) a worldwide, fully sublicenseable (through multiple tiers), non- exclusive license, under all applicable VFMCRP Product Technology, including all regulatory documentation and applications relating to Compound or Licensed Product, such license to research, Develop, make, have made, use, offer for sale, sell, export and import Compound and Licensed Products existing for all purposes in the Licensed Territory. (f) Cara shall have the option, exercisable within [***] following such termination, to purchase and obtain VFMCRP’s and VFMCRP’s Affiliate’s or Sublicensee’s existing inventory of Licensed Products (or a portion of any other legal such inventory) at the supply price paid for such Licensed Products by, and/or any costs for manufacturing, formulating, tableting and packaging the Licensed Products incurred by, VFMCRP, its Affiliates or equitable remedies their permitted Sublicensees (such supply price or costs, the “Product Price” for the applicable Licensed Product), provided that either Party if Cara desires to exercise such option, VFMCRP shall provide to Cara, within [***] of request, a listing of the expiration dates for each lot in such inventory (with each lot identified by lot number), and for any such inventory purchased by Cara hereunder, VFMCRP shall provide to Cara a typical product warranty as to remaining shelf life, storage in accordance with cGMP, and compliance with specifications and Applicable Law. Cara may haveexercise such option by written notice to VFMCRP during such [***] period. In addition, if this Agreement is terminated by Alnylam, or by MedCo in accordance with Section 12.2.1, then: (a) If this Agreement is terminated by MedCo Cara pursuant to Section 12.2.110.2(a), then MedCo's obligation the purchase price for any Licensed Product purchased by Cara by exercise of this option shall be [***] of the Product Price for the applicable Licensed Product purchased hereunder by Cara. If Cara does not exercise such option, VFMCRP, its Affiliates or their respective permitted sublicensees will be permitted to sell, subject to the payment to Cara in full of applicable royalties and any other amounts due under Section 9.5.1 shall survive this Agreement, any Licensed Products in inventory (including completion for a period sale of eight (8) months after any work in progress) as of the effective date of termination, such sales solely during the [***] period following such termination, and if this Agreement is terminated by Alnylam pursuant to Sections 12.2.2 or 12.2.4, then MedCo's obligations under Section 9.5.1 provided that VFMCRP covenants and warrants that any such sale of Licensed Product after such termination shall survive for a period of twelve (12) months after the effective date of termination.comply with all Applicable Laws. ​ (bg) Subject to the terms Automatically and conditions immediately upon termination of this Agreement (including Sections 6.4.1 in its entirety VFMCRP shall assign and 6.4.4 with respect to the MedCo In-Licenses (if any) applicable to the rights granted to Alnylam pursuant to this Section 12.3(b)), MedCo shall transfer and hereby does grant Alnylam a non-transferable (except as provided assigns and transfers to Cara all right, title and interest in Section 13.1), sublicenseable (subject to Section 6.2.3), worldwide, non-exclusive, royalty-bearing license, under any MedCo Technology that is produced, generated, conceived and/or reduced to practice as a result of the Development, Manufacturing or Commercialization activities of MedCo under this Agreement to Develop, Manufacture and Commercialize Licensed Products in the Field in the Territory. The Parties shall negotiate in good faith the royalty to be paid to MedCo by Alnylam in exchange for, and reflecting the then net present value of, the foregoing license, and, in the event that the Parties cannot mutually agree upon such amount within [**] days following the effective date of termination, the Parties will, as soon as reasonably practicable and in no event later than [**] days following the expiration of such [**]-day period, mutually decide upon an independent Third Party valuation firm with substantial experience in valuing licenses of intellectual property rights for the commercialization of pharmaceutical and biotechnology products, which shall make a final and binding determination of the net value of such license and both Parties shall promptly provide all reasonable materials and information requested by such valuation firm and shall share equally in the expenses of such valuation firm. (c) MedCo shall use Commercially Reasonable Efforts to as promptly as practicable transfer to Alnylam or Alnylam's designee (i) possession and ownership of all governmental or regulatory correspondence, conversation logs, filings and approvals (including all Regulatory Approvals and pricing and reimbursement approvals) in MedCo's or its Affiliates' possession and Control relating to the Development, Manufacture or Commercialization of the Licensed Products and all Product Trademarks, regulatory applications (iisuch as INDs and NDAs) copies of all data, reports, records and materials, Regulatory Approval applications and other sales and marketing related information in MedCo's or its Affiliates' possession and Control to the extent that such data, reports, records, materials or other information relate to the Development, Manufacture or Commercialization of Licensed Products, including all non-clinical and clinical data relating to Licensed Products, and 51 customer lists and customer contact information and all adverse event data in MedCo's possession and Control, and (iii) all records and materials in MedCo's possession and Control containing Confidential Information of Alnylam. MedCo shall further appoint Alnylam as MedCo's and/or MedCo's Affiliates' agent for all Licensed Product-related matters involving Regulatory Authorities in the Territory until all such Regulatory Approvals and other regulatory filings have been transferred to Alnylam or its designee, (d) if the effective date of termination is after First Commercial Sale, then MedCo shall appoint Alnylam as its exclusive distributor of the Licensed Product in the Territory and grant Alnylam the right to appoint sub-distributors, until such time as all such Regulatory Approvals in the Licensed Territory have been transferred to Alnylam or its designee, (e) if MedCo or its Affiliates are Manufacturing covering Licensed Product, then at Alnylam's option, MedCo . VFMCRP and VFMCRP’s Affiliates each shall supply the Licensed Product to Alnylam in the Territory on commercially reasonable terms to be negotiated in good faith by the Parties, until such time as sign all documents and instruments and take all such Regulatory Approvals in the Territory have been transferred actions as reasonable needed to Alnylam or its designee, Alnylam has obtained all necessary manufacturing approvals or Alnylam has procured or developed its own source(s) of Licensed Product supply, (f) if Alnylam so requests, MedCo shall use Commercially Reasonable Efforts to assign to Alnylam any Third Party agreements solely relating to the Development, Manufacture or Commercialization of the Licensed Product to which MedCo is a party, subject to any required consents of effect and perfect such Third Party, which MedCo shall use Commercially Reasonable Efforts to obtain promptly, (g) MedCo shall promptly transfer assignments and assign to Alnylam all of MedCo's and its Affiliates' rights, title and interests in and to the Product Trademark(s) owned by MedCo or its Affiliates and used for the Licensed Products in the Field in the Territory,transfers. (h) MedCo shall transfer If VFMCRP terminates this Agreement solely with respect to Alnylam any inventory of a particular country or countries in the Licensed Products Controlled by MedCo or Territory, rather than in its Affiliates entirety, pursuant to Section 10.2(e), then such countries are automatically excluded from the Licensed Territory, and all rights hereunder as to Compound and Licensed Product in such countries revert automatically and exclusively to Cara, and the definition of the termination date, on commercially reasonable terms to be negotiated in good faith by the Parties, (i) MedCo shall use Commercially Reasonable Efforts to provide, at Alnylam's reasonable expense, any other assistance reasonably requested by Alnylam Licensed Territory for the purpose purposes of allowing Alnylam this Agreement will automatically be amended to remove such terminated country or its designee to proceed expeditiously with the Development, Manufacture and Commercialization of Licensed Products in the Territory, and (j) MedCo shall execute all documents and take all such further actions as may be reasonably requested by Alnylam in order to give effect to the foregoing clausescountries.