Common use of Clinical IP Upon Termination of Additional R&D Payments Clause in Contracts

Clinical IP Upon Termination of Additional R&D Payments. If Licensee terminates its obligations to make Additional R&D Payments to Licensor as provided in Section 7.1 and 7.2, but does not otherwise terminate this Agreement, Licensor shall have the option (exercisable at any time and from time to time within two years of such termination) to require Licensee to provide Licensor with cross reference rights to any or all Clinical IP other than Clinical IP related solely to B&L Licensed Products but only under terms and conditions that provide protection for Licensee's proprietary and confidential information (including, without limitation, information related to manufacturing). Subject to the foregoing protections for proprietary and confidential information and subject to any rights or restrictions imposed by applicable third parties, Licensee shall also provide Licensor with cross reference rights to any or all Clinical IP related to Third Party Licensed Products. In consideration of the foregoing, Licensor shall pay to Licensee a royalty equal to [*] of Net Sales of any product or products developed by Licensor or its Affiliates or consultants through use of any such Clinical IP for which Licensor exercised the option granted under this paragraph up to a maximum aggregate payment equal to Licensee's actual out-of-pocket costs incurred in developing the Clinical IP in regard to which Licensor exercises such option (which Licensee shall promptly specify, on request, to Licensor).