Common use of On-Going Trials Clause in Contracts

On-Going Trials. In the event that any further Collaboration Study (after completion of all the Initial Trials) with respect to Products has been initiated (i.e., first patient dosed) and is on-going as of the effective date of the termination of this Agreement (each, an “On-Going Collaboration Study”), BMS shall continue to fund BMS’s share of Development Costs with respect to such On-Going Collaboration Study pursuant to Section 6.2 and 6.3. In addition, if there are any On-Going Collaboration Studies or Independent Studies being conducted by or under authority of BMS or its Affiliate at the time of notice of termination, BMS agrees, as Nektar may request, to (A) promptly transition to Nektar or its designee some or all of such On-Going Collaboration Studies or Independent Studies and the activities and INDs related to or supporting such Clinical Trials, (B) continue to conduct such On-Going Collaboration Studies and Independent Studies through their completion after the effective date of such termination, or (C) terminate such On-Going Collaboration Studies and Independent Studies in a manner consistent with Applicable Laws; provided, however, that neither BMS nor its Affiliate shall be required to continue an On-Going Collaboration Study or Independent Study if a Party (1) reasonably deems there to be a Material Safety Issue for such On-Going Collaboration Study or Independent Study or (2) receives communications from a Regulatory Authority ordering or suggesting the discontinuation of such On-Going Collaboration Study or Independent Study. The license granted to BMS in Section 11.1(a) shall terminate upon the later of (X) the transition to Nektar of all such requested On-Going Collaboration Studies, Independent Studies, activities and INDs; (Y) the completion of all such On-Going Collaboration Studies and Independent Studies; or (Z) such termination of all such On-Going Collaboration Studies and Independent Studies.

On-Going Trials. In the event that any further Collaboration Clinical Study (after completion of all the Initial Trials) with respect to Products has been initiated (i.e., first patient dosed) and is on-going as of the effective date of the any termination of this Agreement (each, an “On-Going Collaboration Clinical Study”), BMS JBI shall continue to fund BMSJBI’s share of Development Costs with respect to such On-Going Collaboration Clinical Study pursuant to Section 6.2 and 6.3(i) [**], if the effective date of termination is on or before the [**] of the Effective Date, or (ii) for [**], if the effective date of termination is after the [**] of the Effective Date. In addition, if there are any On-Going Collaboration Studies or Independent Clinical Studies being conducted by or under authority of BMS JBI or its Affiliate at the time of notice of termination, BMS JBI agrees, as Nektar Pharmacyclics may request, to (A) promptly transition to Nektar Pharmacyclics or its designee some or all of such On-Going Collaboration Studies or Independent Clinical Studies and the activities and INDs related to or supporting such Clinical Trialstrials, (B) continue to conduct such On-Going Collaboration Clinical Studies and Independent Studies through their completion for a period requested by Pharmacyclics up to a maximum of [**] after the effective date of such termination, or (C) terminate such On-Going Collaboration Studies and Independent Clinical Studies in a manner consistent with Applicable applicable Laws; provided, however, that neither BMS nor its Affiliate shall be required to continue in the event that the Independent Safety Board determines that an On-Going Collaboration Clinical Study being run by JBI or Independent Study if a Party (1) reasonably deems there to be a Material Safety Issue its Affiliate would pose an unacceptable safety risk for subjects participating in such On-Going Collaboration Clinical Study, then JBI shall not be obligated to continue such Clinical Study or and the Independent Study or (2) receives communications from Safety Board shall provide Pharmacyclics with a Regulatory Authority ordering or suggesting full explanation of JBI’s safety issue concern and, if requested by Pharmacyclics, reasonable documentation thereof and such additional information as may be necessary to permit Pharmacyclics to fully understand and assess the discontinuation of such On-Going Collaboration Study or safety issue raised by the Independent StudySafety Board. The license granted [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to BMS in Section 11.1(a) shall terminate upon the later of (X) the transition to Nektar of all such requested On-Going Collaboration Studies, Independent Studies, activities and INDs; (Y) the completion of all such On-Going Collaboration Studies and Independent Studies; or (Z) such termination of all such On-Going Collaboration Studies and Independent Studiesomitted portions.

On-Going Trials. In the event that any further Collaboration Clinical Study (after completion of all the Initial Trials) with respect to Products a AbbVie Combination Compound has been initiated Commenced and is on-going as of the effective date of any termination of this Agreement by Infinity in its entirety pursuant to Section 12.1 (i.e.Termination for Material Breach) or by AbbVie pursuant to Section 12.2.2 (Termination by AbbVie Unilaterally), first patient dosedAbbVie shall continue to fund fifty percent (50%) of the Combination Study Costs of such Clinical Study and conduct such Clinical Study. In addition, if there are any Clinical Studies being conducted by or under the authority of AbbVie or any of its Affiliates at the time of notice of termination (other than Combination Clinical Studies), with respect to a Product that has been Commenced and is on-going as of the effective date of the termination of this Agreement in its entirety (each, an “On-Going Collaboration Clinical Study”), BMS shall continue to fund BMS’s share of Development Costs with respect to such On-Going Collaboration Study pursuant to Section 6.2 and 6.3. In addition, if there are any On-Going Collaboration Studies or Independent Studies being conducted by or under authority of BMS or its Affiliate at the time of notice of termination, BMS agreesAbbVie shall, as Nektar Infinity may request, to (Aa) promptly transition to Nektar Infinity or its designee some or all of such On-Going Collaboration Studies or Independent Clinical Studies and the activities and INDs related to or supporting such Clinical Trialstrials, (Bb) unless this Agreement has been terminated by AbbVie pursuant to Section 12.2.1 (Termination for Material Breach), continue to conduct such On-Going Collaboration Clinical Studies and Independent Studies through their completion for a period requested by Infinity up to a maximum of [**] after the effective date of such termination, or (Cc) terminate such On-Going Collaboration Studies and Independent Clinical Studies in a manner consistent with Applicable applicable Laws; provided, however, that neither BMS nor its Affiliate shall be required to continue in the event that Infinity, AbbVie, an institutional review board or independent safety board determines that an On-Going Collaboration Clinical Study being run by AbbVie or Independent Study if a Party (1) reasonably deems there to be a Material Safety Issue any of its Affiliates would pose an unacceptable safety risk for subjects or patients participating in such On-Going Collaboration Clinical Study, then AbbVie shall not be obligated to continue such Clinical Study and AbbVie shall provide Infinity with a full explanation of the safety issue concerns raised by such institutional review board or Independent Study or (2) receives communications from a Regulatory Authority ordering or suggesting the discontinuation of independent safety board and, if requested by Infinity, reasonable documentation thereof and such On-Going Collaboration Study or Independent Study. The license granted additional information as may be necessary to BMS in Section 11.1(a) shall terminate upon the later of (X) the transition permit Infinity to Nektar of all fully understand and assess such requested On-Going Collaboration Studies, Independent Studies, activities and INDs; (Y) the completion of all such On-Going Collaboration Studies and Independent Studies; or (Z) such termination of all such On-Going Collaboration Studies and Independent Studiessafety issues.