Discontinued Targets Clause Samples

Discontinued Targets. Once a Collaboration Target becomes a Discontinued Target: (a) all rights and licenses granted under this Agreement will terminate with respect to such Discontinued Target; and (b) either Party may develop and commercialize compounds and products that are Directed Against such Discontinued Target at its own cost. For clarity, the exclusivity obligations of Section 3.5 do not apply to a Discontinued Target. If such Discontinued Target or the Compound Directed Against such Discontinued Target is Covered by a Lilly Patent, the Parties shall reasonably cooperate to discuss in good faith a potential separate agreement detailing the transition to Avidity of Lilly’s rights and obligations (or portions thereof) with respect to such Discontinued Target or Compound Directed Against such Discontinued Target, which shall at least include the obligation for Avidity to assume applicable obligations to Third Parties, and may provide for the payment of royalties or other compensation by Avidity to Lilly for the Commercialization by Avidity of any Compound that includes any Lilly Patent; and provided, however, that Lilly shall have no obligation to grant Avidity a license to any Excluded Technologies or to discuss any such license as part of such good faith discussions. Notwithstanding the foregoing, if the Parties are unable to agree on the terms of such a separation agreement within [* * *] of commencement of discussions with respect thereto despite their good faith efforts, Lilly shall have no further obligation to enter into such an agreement or negotiate with Avidity with respect thereto.

Discontinued Targets. This Section 3.5 shall apply to (i) all Development Targets that are discontinued under Section 3.1.2 prior to Ultragenyx’s exercise of its option under Section 5.2.2 with respect to such Development Target and (ii) all Development Targets for which Ultragenyx does not exercise the option set forth in Section 5.2.1 prior to the expiration of the option period (each of such Development Targets under clause (i) or (ii) referred to herein as a “Discontinued Target”). For clarity, for any Development Target for which Ultragenyx has exercised its option under Section 5.2.2, the discontinuation of the Parties’ collaboration with respect to such Development Target under this Agreement shall be governed by Article 12 and not by this Section 3.5. 3.5.1 For each Discontinued Target: (i) all licenses granted to Ultragenyx under this Agreement with respect to such Discontinued Target will terminate, (ii) Ultragenyx shall grant and hereby grants to Arcturus an exclusive, royalty-bearing (in accordance with Section 3.5.2) worldwide, perpetual (provided that Arcturus fulfills its payment obligations under Section 3.5.2, subject to breach/cure procedures comparable to that described in Section 12.2) license, with right of sublicense, under (a) all Product-Specific Technology, (b) Collaboration Technology (including Joint Collaboration Technology) and (c) other Patent Rights and Know-How that as of the date of discontinuation of the Discontinued Target had been practiced or used by Ultragenyx under this Agreement, in each case to the extent Controlled by Ultragenyx and/or its Affiliates, to Exploit Compounds and Products with respect to such Discontinued Target (“Discontinued Products”), provided that such license shall not include the right for Arcturus to Exploit any type of RNA Product other than an mRNA, including Modified mRNA, or UNA Oligomer type of RNA Product unless otherwise expressly agreed in writing by the Parties; (iii) Ultragenyx shall, within […***…] days of the applicable Development Target becoming a Discontinued Target and at Arcturus’s expense, transfer to Arcturus available data and information relating to such Discontinued Products Controlled by Ultragenyx and in Ultragenyx’s possession at such time, (iv) if mutually agreed by the Parties, Ultragenyx shall transfer to Arcturus the responsibility for the prosecution and maintenance of all Product-Specific Patents that specifically pertain to Compounds and/or Products with respect to the Discontinued Ta...

Discontinued Targets. Once a Project Target becomes a Discontinued Target: (a) all rights and licenses granted under this Agreement will terminate with respect to such Discontinued Target, and (b) neither Party will be restricted under this Agreement from developing and commercializing compounds and products that are Directed To such Discontinued Target at its own cost and expense. For avoidance of doubt, the exclusivity obligations set forth in Section 7.1 shall continue to apply for the duration of such obligations set forth therein with respect to compounds and products Directed To a Target that remains a Lilly Target.

Discontinued Targets. On a Collaboration Target-by-Collaboration Target basis, upon the later of the end of all Novo Review Periods or the end of the R&D Collaboration Term, the remaining Collaboration Targets that are not (i) Validated Targets for which a Development Candidate has been nominated or (ii) Continuation Targets, shall become Discontinued Targets, subject to Section 15.2. At the end of the period ending on the earlier of [* * *] after the completion of the R&D Collaboration Term or [* * *] after the Effective Date, any Continuation Target for which a Development Candidate has not been nominated shall become a Discontinued Target.

Discontinued Targets