Common use of Additional Consequences of Termination Clause in Contracts

Additional Consequences of Termination. 11.7.1 On or before the effective date of termination of this Agreement, except as otherwise set forth herein: (a) Enzon shall promptly deliver to Inex a copy of all Data and such other information, materials (including biological materials) and documents in Enzon's possession or control arising from the development of the Product under this Agreement, including, without limitation, the Development, provided that Inex shall be responsible for any reasonable associated Out-of-Pocket Costs associated with transferring same; (b) Enzon shall pay its share of the Development Costs as determined in accordance with Article 5, including all non-cancelable Development Costs reasonably committed to by Inex and its Affiliates prior to the termination of the Agreement; *** Indicates the omission of confidential material pursuant to a request for confidential treatment made in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The Confidential material is being filed separately with the Secretary to the Securities and Exchange Commission. (c) in the event that such termination occurs before the payment of all of the milestone payments referred to in Section Error! Reference source not found., then, concurrently with such termination, Enzon shall pay to Inex the next such payment, pro-rated so that such payment is reduced by the proportion of the year remaining prior to the date for such payment as of the effective date of such termination; (d) Enzon's right to use the Data pursuant to Section 10.4.2 will forthwith terminate; (e) all licenses and sublicenses granted pursuant to this Agreement shall forthwith terminate; (f) Enzon shall: (i) use all reasonable endeavors to take all steps and execute all documents reasonably necessary to assign and/or transfer or permit reference to (to the extent legally permissible in the relevant country) all Regulatory Approvals and Regulatory Submissions arising from the development of the Product under this Agreement, including, without limitation, the Development, in Enzon's name or in the name of Enzon's Affiliates or Sublicensees, to Inex or its designee; (ii) provide to Inex or its designee copies of or access to all correspondence, meeting minutes and any other written information exchanged between Enzon and any Regulatory Authority(ies) regarding such Regulatory Approvals and Regulatory Submissions; (iii) in the event that no such assignment and/or transfer and/or reference pursuant to Section 11.7.1(f)(i) may legally be made, then Enzon shall forthwith surrender such Regulatory Approvals and Regulatory Submissions for cancellation; and (iv) upon Inex's request, Enzon shall within the same period deliver to Inex or its designee any and all documents relating to Regulatory Approvals and Regulatory Submissions in its possession or control arising from the Development that are reasonably required in order to file, obtain or maintain Regulatory Approvals for the Product.

Additional Consequences of Termination. 11.7.1 On or before In addition to the effective date of foregoing, promptly upon the termination of this AgreementAgreement in its entirety or with respect to one or more countries by AstraZeneca pursuant to Section 17.3, except as otherwise set forth herein17.4, 17.5, or 18.4 or by Neoprobe pursuant to Section 17.2: (a) Enzon Neoprobe shall, and shall promptly deliver cause its Affiliates and Sublicensees to, disclose to Inex AstraZeneca any and all Information, including a copy of all Data any documentation in tangible form, that is owned or otherwise Controlled by Neoprobe, its Affiliates or Sublicensees at the time of termination of the Agreement that has been generated by or on behalf of Neoprobe, its Affiliates or Sublicensees with respect to Compounds or Licensed Products and such other information, materials (including biological materials) and documents in Enzon's possession is necessary or control arising from the reasonably useful to enable AstraZeneca to continue development of a Licensed Product and the Product under this Agreementcommercialisation thereof in the Territory or such country or countries, includingas applicable, without limitation(collectively, the Development“Neoprobe Product Data”), and AstraZeneca and its Affiliates and sublicensees shall have the right to use such Neoprobe Product Data at its discretion on an exclusive basis to Exploit Compounds and Licensed Products in the Territory or such country or countries, as applicable, provided that Inex any such Neoprobe Product Data shall be responsible for any reasonable associated Out-of-Pocket Costs associated with transferring same; (b) Enzon shall pay its share of the Development Costs as determined in accordance with Article 5, including all non-cancelable Development Costs reasonably committed to by Inex and its Affiliates prior subject to the termination of confidentiality obligations set forth in Article 10. Confidential Treatment – Asterisked material has been omitted and filed separately with the Agreement; *** Indicates the omission of confidential material Securities and Exchange Commission pursuant to a request for confidential treatment made treatment. (b) Neoprobe shall assign, and shall cause its Affiliates and Sublicensees to assign, to AstraZeneca all of their right, title and interest in and to all Regulatory Documentation, including, for the avoidance of doubt, such Regulatory Documentation created by Neoprobe as allowed for under Section 8.3, with respect to the Compounds and Licensed Products in the Territory or such country or countries, as applicable, including any Health Registration Approvals and applications therefor and shall during a period of six (6) months following the effective date of termination provide any necessary assistance to AstraZeneca during its filing or review, if applicable, of applications submitted by Neoprobe or its Affiliates for Health Registration Approvals and for AstraZeneca’s further maintenance of such Health Registration Approvals. In the event this Agreement is terminated only with respect to one or more countries, Neoprobe shall have the right to reference such Regulatory Documentation to Exploit the Compounds and Licensed Products in any remaining countries in the Territory in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The Confidential material is being filed separately with the Secretary to the Securities and Exchange Commissionthis Agreement. (c) Neoprobe and its Affiliates shall and do hereby grant to AstraZeneca an non-exclusive, royalty-free, perpetual, irrevocable right and licence, with the right to grant sublicenses through multiple tiers of sublicensees, under any Grant-Back Patents and, if Neoprobe has commercialised a Licensed Product, the Neoprobe Trademarks, in each case to Exploit the Compounds and Licensed Products in the event that Territory or such termination occurs before country or countries, as applicable. AstraZeneca shall reimburse Neoprobe for its reasonable costs incurred in the payment of all filing, prosecution and maintenance of the milestone payments referred Grant-Back Patents and the Neoprobe Trademarks in the Territory or such country or countries, as applicable. Confidential Treatment – Asterisked material has been omitted and filed separately with the Securities and Exchange Commission pursuant to in Section Error! Reference source not founda request for confidential treatment., then, concurrently with such termination, Enzon shall pay to Inex the next such payment, pro-rated so that such payment is reduced by the proportion of the year remaining prior to the date for such payment as of the effective date of such termination; (d) Enzon's right In order for AstraZeneca to use smoothly continue the Data pursuant to Section 10.4.2 will forthwith terminate; (e) all licenses Exploitation of the Compounds and sublicenses granted pursuant to this Agreement shall forthwith terminate; (f) Enzon shall: (i) use all reasonable endeavors to take all steps and execute all documents reasonably necessary to assign and/or transfer or permit reference to (to the extent legally permissible Licensed Products in the relevant countryTerritory or such country(ies), as applicable, Neoprobe shall, with the limitations set out below and for a maximum period of two (2) all Regulatory Approvals and Regulatory Submissions arising from the development years, supply AstraZeneca in a timely manner with sufficient amount of the Compound or Licensed Product under this Agreement, including, without limitation, the Development, in Enzon's name or in the name of Enzon's Affiliates Territory or Sublicenseessuch country or countries, to Inex or its designee; (ii) provide to Inex or its designee copies of or access to all correspondenceas applicable, meeting minutes at [*]. The Parties shall separately negotiate in good faith the logistical and any other written information exchanged between Enzon terms and any Regulatory Authority(ies) regarding conditions for such Regulatory Approvals and Regulatory Submissions; (iii) in the event that no such assignment and/or transfer and/or reference pursuant to Section 11.7.1(f)(i) may legally be made, then Enzon shall forthwith surrender such Regulatory Approvals and Regulatory Submissions for cancellation; and (iv) upon Inex's request, Enzon shall within the same period deliver to Inex or its designee any and all documents relating to Regulatory Approvals and Regulatory Submissions in its possession or control arising from the Development that are reasonably required in order to file, obtain or maintain Regulatory Approvals for the Productsupplies.

Additional Consequences of Termination. 11.7.1 On or before In addition to the effective date of foregoing, promptly upon the termination of this AgreementAgreement in its entirety or with respect to one or more countries by AstraZeneca pursuant to Section 17.3, except as otherwise set forth herein: (a) Enzon shall promptly deliver 17.4, 17.5, or 18.4 or by Neoprobe pursuant to Inex a copy Section 17.2: Page 52 of all Data 63 9 December 2011 AZ./.Neoprobe Confidential Treatment – Asterisked material has been omitted and such other information, materials (including biological materials) filed separately with the Securities and documents in Enzon's possession or control arising from the development of the Product under this Agreement, including, without limitation, the Development, provided that Inex shall be responsible for any reasonable associated Out-of-Pocket Costs associated with transferring same; (b) Enzon shall pay its share of the Development Costs as determined in accordance with Article 5, including all non-cancelable Development Costs reasonably committed to by Inex and its Affiliates prior to the termination of the Agreement; *** Indicates the omission of confidential material Exchange Commission pursuant to a request for confidential treatment made treatment. (a) Neoprobe shall, and shall cause its Affiliates and Sublicensees to, disclose to AstraZeneca any and all Information, including a copy of any documentation in tangible form, that is owned or otherwise Controlled by Neoprobe, its Affiliates or Sublicensees at the time of termination of the Agreement that has been generated by or on behalf of Neoprobe, its Affiliates or Sublicensees with respect to Compounds or Licensed Products and is necessary or reasonably useful to enable AstraZeneca to continue development of a Licensed Product and the commercialisation thereof in the Territory or such country or countries, as applicable, (collectively, the “Neoprobe Product Data”), and AstraZeneca and its Affiliates and sublicensees shall have the right to use such Neoprobe Product Data at its discretion on an exclusive basis to Exploit Compounds and Licensed Products in the Territory or such country or countries, as applicable, provided that any such Neoprobe Product Data shall be subject to the confidentiality obligations set forth in Article 10. (b) Neoprobe shall assign, and shall cause its Affiliates and Sublicensees to assign, to AstraZeneca all of their right, title and interest in and to all Regulatory Documentation, including, for the avoidance of doubt, such Regulatory Documentation created by Neoprobe as allowed for under Section 8.3, with respect to the Compounds and Licensed Products in the Territory or such country or countries, as applicable, including any Health Registration Approvals and applications therefor and shall during a period of six (6) months following the effective date of termination provide any necessary assistance to AstraZeneca during its filing or review, if applicable, of applications submitted by Neoprobe or its Affiliates for Health Registration Approvals and for AstraZeneca’s further maintenance of such Health Registration Approvals. In the event this Agreement is terminated only with respect to one or more countries, Neoprobe shall have the right to reference such Regulatory Documentation to Exploit the Compounds and Licensed Products in any remaining countries in the Territory in accordance with Rule 24b-2 under the Securities Exchange Act of 1934, as amendedthis Agreement. The Confidential Treatment – Asterisked material is being has been omitted and filed separately with the Secretary to the Securities and Exchange CommissionCommission pursuant to a request for confidential treatment. (c) Neoprobe and its Affiliates shall and do hereby grant to AstraZeneca an non-exclusive, royalty-free, perpetual, irrevocable right and licence, with the right to grant sublicenses through multiple tiers of sublicensees, under any Grant-Back Patents and, if Neoprobe has commercialised a Licensed Product, the Neoprobe Trademarks, in each case to Exploit the Compounds and Licensed Products in the event that Territory or such termination occurs before country or countries, as applicable. AstraZeneca shall reimburse Neoprobe for its reasonable costs incurred in the payment of all filing, prosecution and maintenance of the milestone payments referred to Grant-Back Patents and the Neoprobe Trademarks in Section Error! Reference source not foundthe Territory or such country or countries, as applicable., then, concurrently with such termination, Enzon shall pay to Inex the next such payment, pro-rated so that such payment is reduced by the proportion of the year remaining prior to the date for such payment as of the effective date of such termination; (d) Enzon's right In order for AstraZeneca to use smoothly continue the Data pursuant to Section 10.4.2 will forthwith terminate; (e) all licenses Exploitation of the Compounds and sublicenses granted pursuant to this Agreement shall forthwith terminate; (f) Enzon shall: (i) use all reasonable endeavors to take all steps and execute all documents reasonably necessary to assign and/or transfer or permit reference to (to the extent legally permissible Licensed Products in the relevant countryTerritory or such country(ies), as applicable, Neoprobe shall, with the limitations set out below and for a maximum period of two (2) all Regulatory Approvals and Regulatory Submissions arising from the development years, supply AstraZeneca in a timely manner with sufficient amount of the Compound or Licensed Product under this Agreement, including, without limitation, the Development, in Enzon's name or in the name of Enzon's Affiliates Territory or Sublicenseessuch country or countries, to Inex or its designee; (ii) provide to Inex or its designee copies of or access to all correspondenceas applicable, meeting minutes at [*]. The Parties shall separately negotiate in good faith the logistical and any other written information exchanged between Enzon terms and any Regulatory Authority(ies) regarding conditions for such Regulatory Approvals and Regulatory Submissions; (iii) in the event that no such assignment and/or transfer and/or reference pursuant to Section 11.7.1(f)(i) may legally be made, then Enzon shall forthwith surrender such Regulatory Approvals and Regulatory Submissions for cancellation; and (iv) upon Inex's request, Enzon shall within the same period deliver to Inex or its designee any and all documents relating to Regulatory Approvals and Regulatory Submissions in its possession or control arising from the Development that are reasonably required in order to file, obtain or maintain Regulatory Approvals for the Productsupplies.