Common use of Other Effects Clause in Contracts

Other Effects. In addition, to the extent assignable or transferable in accordance with Applicable Laws, following the Termination Effective Date, Licensee will, or will cause its Affiliates and Sublicensees (unless otherwise provided in Section 11.6.4 (Sublicensees)) to, effective upon Licensee’s receipt of notice from ▇▇▇▇▇▇▇ before or on the Termination Effective Date electing to receive any or all of the following items: (a) transfer to ▇▇▇▇▇▇▇ copies of Licensed TARP8 Know-How and any remaining Transferred ▇▇▇▇▇▇▇ Materials together with all material data generated by Licensee or any of its Affiliates or Sublicensees to the extent necessary for the Exploitation of a TARP8 Compound or TARP8 Product and not already in ▇▇▇▇▇▇▇’▇ possession; (b) notwithstanding anything to the contrary, ▇▇▇▇▇ ▇▇▇▇▇▇▇ an exclusive (even as to Licensee), perpetual, transferable and sublicensable (through multiple tiers) license under the Primary TARP8 Patents, to Exploit TARP8 Compounds and TARP8 Products in each case in the Field in the Territory, provided that, if this Agreement is terminated by Licensee pursuant to Section 11.3 (Termination for Material Breach) or Section 11.4 (Termination for Bankruptcy) in each case on or after [***], then, with respect to such TARP8 Compound [***]; (c) assign to ▇▇▇▇▇▇▇ all of Licensee’s (and all of its Affiliates’ or Sublicensees’) rights, title and interests in and to any agreements between Licensee (or any of its Affiliates or Sublicensees) and Third Parties that relate to the Exploitation of any TARP8 Products (including any Third Party licenses); provided, however, that, if any such agreement does not relate solely to such Exploitation, then Licensee (or such Affiliate or Sublicensee) will assign to ▇▇▇▇▇▇▇ only such portions of such agreements relating thereto; and further provided that if such assignment is not permitted under the terms of such agreement, the Parties will cooperate to provide to ▇▇▇▇▇▇▇ the benefit thereunder to the extent practicable; and, if any such Third Party agreement requires payments on the Exploitation of any TARP8 Compounds or TARP8 Products, then, after termination of this Agreement, such payment obligations (to the extent incurred on or after the Termination Effective Date and specifically attributable to the Exploitation of such TARP8 Compounds and TARP8 Products) shall be solely borne by [***] in connection with its Exploitation of such TARP8 Compounds or TARP8 Products pursuant to Section 11.6.5(b) (Other Effects); (d) assign to ▇▇▇▇▇▇▇ all of Licensee’s (and all of its Affiliates’ or Sublicensees’) rights, title and interests in and to any TARP8 Product trademarks and trade dress (including any goodwill associated therewith) intended for use, or used, solely in connection with the TARP8 Products, any registrations and design patents for any of the foregoing and including any Internet domain name registrations using such trademarks and slogans; (e) if Licensee is conducting any clinical Development activity with respect to any TARP8 Product immediately prior to the Termination Effective Date, then Licensee will notify ▇▇▇▇▇▇▇ within [***] after the Termination Effective Date, whether, to the extent permitted by Applicable Law, Licensee elects to wind-down of such activity, or, if requested by ▇▇▇▇▇▇▇, transfer such activity to ▇▇▇▇▇▇▇; (i) With regard to any clinical trial, if Licensee notifies ▇▇▇▇▇▇▇ of its election to wind-down such activity, Licensee will the use reasonable efforts to conduct such wind-down activities; and (ii) If upon ▇▇▇▇▇▇▇’▇ request, Licensee notifies ▇▇▇▇▇▇▇ of its election to transfer such activity to ▇▇▇▇▇▇▇, then Licensee will use reasonable efforts to transfer, and ▇▇▇▇▇▇▇ will use reasonable efforts to assume, such activity as promptly as practicable (and, in any event, within [***]) after the Termination Effective Date; (f) assign to ▇▇▇▇▇▇▇ all of Licensee’s rights, title and interests in and to any and all regulatory materials, Drug Approval Applications and Marketing Approvals for the TARP8 Products and use reasonable efforts to have assigned to ▇▇▇▇▇▇▇ all of Licensee’s Affiliates’ and Sublicensees’ rights, title and interests in and to any and all regulatory materials, Drug Approval Applications and Marketing Approvals for the TARP8 Products; (g) assign to ▇▇▇▇▇▇▇ all of Licensee’s rights, title and interests in and to any promotional materials, including any copyrights contained in such materials, and all goodwill associated therewith, as well as all packaging and labeling materials for the TARP8 Products and use reasonable efforts to have assigned to ▇▇▇▇▇▇▇ all of Licensee’s Affiliates’ and Sublicensees’ rights, title and interests in and to any and all of the foregoing owned by such Affiliates and Sublicensees; and (h) Licensee will disclose the then-current Manufacturing process for all TARP8 Products to ▇▇▇▇▇▇▇ or its designee (which will be designated as soon as reasonably practical but in no event later than [***] following the effective date of termination); provided, however, that if Licensee does not Control such information, then Licensee will use all reasonable efforts to require the entity controlling such information to make such disclosure. At ▇▇▇▇▇▇▇’▇ request, Licensee may agree to supply, or cause to be supplied, to ▇▇▇▇▇▇▇ or its designee quantities of TARP8 Products and related research assays and reagents, to satisfy ▇▇▇▇▇▇▇’▇ and its Affiliates’ and sublicensees’ requirements for TARP8 Products and related research assays and reagents until the earlier of (i) [***]; or (ii) [***]; provided, however, that ▇▇▇▇▇▇▇ will use commercially reasonable efforts to be able to Manufacture TARP8 Products as promptly as practicable, including supply to allow completion of clinical trials ongoing upon termination of the TARP8 Product. Any such supply will be made pursuant to a mutually acceptable supply agreement between the Parties. In addition, upon ▇▇▇▇▇▇▇’▇ request, Licensee will supply to ▇▇▇▇▇▇▇ or its designee all of its then-remaining inventory of such TARP8 Products for pre-clinical or clinical use, and [***]; provided that, the transitioning costs for the foregoing activities set forth in this Section 11.6.5 (Other Effects) (excluding the royalties on the license granted by Licensee pursuant to Section 11.6.5(b) (Other Effects), payments under Third Party agreements pursuant to Section 11.6.5(c) (Other Effects), and the supply prices to be determined pursuant to Section 11.6.5(h) (Other Effects)) shall be borne by [***] if [***].