Common use of Post-Termination Activities Clause in Contracts

Post-Termination Activities. (i) ▇▇▇▇▇▇▇ will, at Licensor’s election, wind down, complete or transfer to Licensor any Research or Development activity relating to the Reverted Products that is ongoing on the Termination Effective Date. If Licensor fails to make an election prior to the Termination Effective Date, then Licensor will be deemed to have elected to have ▇▇▇▇▇▇▇ wind down the applicable activity. ▇▇▇▇▇▇▇ will bear any costs incurred in winding down any such activity (unless Licensor has exercised its Co-Funding Option and the provisions of Section 4.8 have not been terminated in accordance with Section 4.8.2(b)(v) or Section 4.8.3, in which case they shall be shared by the Parties as Shared Development Costs to the extent applicable). Licensor will reimburse ▇▇▇▇▇▇▇ for any costs incurred after the Termination Effective Date to complete or transfer any activity. (ii) At Licensor’s request, while Manufacturing activities are transitioned to Licensor in accordance with Section 10.5.2(h), ▇▇▇▇▇▇▇ will supply Licensor with the Reverted Products at a price equivalent to ▇▇▇▇▇▇▇’▇ Cost of Goods plus [***]% of such Cost of Goods, provided that ▇▇▇▇▇▇▇ will not be obligated to continue to supply the Reverted Products for more than [***] months after the Termination Effective Date. (iii) If the First Commercial Sale of a Reverted Product has occurred in a country before the Termination Effective Date, then, if requested by Licensor, ▇▇▇▇▇▇▇ will continue to Commercialize such Reverted Product in such country in accordance with the terms and conditions of this Agreement, for a period requested by Licensor not to exceed [***] months from the Termination Effective Date. ▇▇▇▇▇▇▇ will be entitled to receive and retain all amounts invoiced on sales of Reverted Product during such period, subject to payment of royalties pursuant to Section 4.4.

Post-Termination Activities. (i) ▇▇▇▇▇▇▇ will, at Licensor’s election, wind down, complete or transfer to Licensor any Research or Development activity relating to the Reverted Products that is ongoing on the Termination CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. Effective Date. If Licensor fails to make an election prior to the Termination Effective Date, then Licensor will be deemed to have elected to have ▇▇▇▇▇▇▇ wind down the applicable activity. ▇▇▇▇▇▇▇ will bear any costs incurred in winding down any such activity (unless Licensor has exercised its Co-Funding Option and the provisions of Section 4.8 have not been terminated in accordance with Section 4.8.2(b)(v) or Section 4.8.3, in which case they shall be shared by the Parties as Shared Development Costs to the extent applicable)[***]. Licensor will reimburse ▇▇▇▇▇▇▇ for any costs incurred after the Termination Effective Date to complete or transfer any activity. (ii) At Licensor’s request, while Manufacturing activities are transitioned to Licensor in accordance with Section 10.5.2(h), ▇▇▇▇▇▇▇ will supply Licensor with the Reverted Products at a price equivalent to ▇▇▇▇▇▇▇’▇ Cost of Goods plus [***]% of such Cost of Goods, provided that ▇▇▇▇▇▇▇ will not be obligated to continue to supply the Reverted Products for more than [***] months after the Termination Effective Date. (iii) If the First Commercial Sale of a Reverted Product has occurred in a country before the Termination Effective Date, then, if requested by Licensor, ▇▇▇▇▇▇▇ will continue to Commercialize such Reverted Product in such country in accordance with the terms and conditions of this Agreement, for a period requested by Licensor not to exceed [***] months from the Termination Effective Date. ▇▇▇▇▇▇▇ will be entitled to receive and retain all amounts invoiced on sales of Reverted Product during such period, subject to payment of royalties pursuant to Section 4.4.