Common use of Alternative Remedy in Lieu of Termination Clause in Contracts

Alternative Remedy in Lieu of Termination. If ▇▇▇▇▇▇▇ has the right to terminate this Agreement pursuant to Section 14.3.1(b) (Termination by ▇▇▇▇▇▇▇), then in addition to any other remedies available to ▇▇▇▇▇▇▇ at law or in equity, in lieu of terminating this Agreement ▇▇▇▇▇▇▇ may, in its sole discretion, exercise an alternative remedy as follows: (a) ▇▇▇▇▇▇▇ may retain all of its licenses and other rights granted under this Agreement with respect to the applicable Terminated Program, subject to all of its payment and other obligations hereunder; except that (i) the then-unearned Milestone Payments and the royalty rates payable thereafter under this Agreement with respect to such Terminated Program and Products that are the subject of such Terminated Program, in each case, will be reduced by [***] and (ii) ▇▇▇▇▇▇▇’▇ obligations under Section 5.5 (Development Diligence Obligations) and Section 5.6 (Commercialization Diligence Obligations) will each terminate with respect to the Terminated Program; and (b) any ▇▇▇▇▇▇▇ Confidential Information provided to Morphic pursuant to this Agreement related to such Terminated Program will be promptly returned to ▇▇▇▇▇▇▇ or destroyed and ▇▇▇▇▇▇▇ will be released from its ongoing disclosure and information exchange obligations with respect to activities related to such Terminated Program that are performed following the date of such election. For the avoidance of doubt, except as set forth in this Section 14.7 (Alternate Remedy in Lieu of Termination), if ▇▇▇▇▇▇▇ exercises the alternative remedy set forth above in this Section 14.7 (Alternate Remedy in Lieu of Termination) with respect to a Terminated Program, then all rights and obligations of both Parties under this Agreement with respect to such Terminated Program will continue unaffected, unless and until this Agreement is subsequently terminated by either Party pursuant to this ARTICLE 14 (Term and Termination).