Common use of Reversion License Clause in Contracts

Reversion License. Effective as of the date of expiration of the Wind-down Period, Licensee hereby grants (without any further action required on the part of Licensor) to Licensor, a royalty-free, fully paid, exclusive, worldwide, irrevocable, perpetual license, with the right to grant sublicenses through multiple tiers, under the Reversion Technology (including all Improvements), solely to Develop, Manufacture, and Commercialize Licensed Products throughout the world (the “Reversion License”). In the case of Combination Products, the Reversion License will not extend to [***]. In addition, if the Reversion Technology includes Third Party Technology, then no later than [***] after the effective date of the termination, Licensee shall notify Licensor in writing (a “Third Party Technology Notice”), including a description of such Third Party Technology and of all Pass-Thru Obligations owing to the applicable Third Party Licensor with respect to such Third Party Technology (as such terms are defined in Section 2.8 above). The Third Party Technology Notice shall be accompanied by a copy of the relevant license or other agreement with the applicable Third Party Licensor, [***] (such license or other relevant agreement, the “Third Party Technology Reversion Agreement”). Any dispute between the Parties regarding the Pass-Thru Obligations shall be determined pursuant to Section 12.11 below. To the extent Licensor wishes to receive a license to such Third Party Technology for use in connection with the Development, Manufacture or Commercialization of Licensed Products throughout the world, it shall so notify Licensee in writing (such notice, the “Reversion In-License Notice”). Upon receipt of the Reversion In-License Notice, Licensee shall grant (and hereby grants) a license or sublicense under the Third Party Technology to Licensor to use and exploit the same in connection with the Development, Manufacture or Commercialization of Licensed Products in such territories to which Licensee has such rights with respect to Licensed Products, subject to the same limitations and restrictions as apply to such use by Licensee in such territories under the Third Party Technology Reversion Agreement (the “Pass-Thru Reversion License”). If requested by Licensor, Licensee and Licensor shall prepare in good faith and promptly execute a written agreement codifying the terms of the Pass-Thru Reversion License, or as mutually agreed, work to put in place a separate agreement between the applicable Third Party and Licensor under which the Third Party grants a direct license Licensor under the Third Party Technology on the same terms and conditions as the Pass-Thru Reversion License. At Licensee’s election, Licensee may assign to Licensor the applicable Third Party Technology Reversion License, and to the extent such assignment includes the rights granted to Licensor under the Pass-Thru Reversion License with respect to such Third Party Technology, the Pass-Thru Reversion License shall no longer apply with respect to such rights. Licensor shall [***]. Licensor agrees that it shall enter into a [***] agreement with Licensee [***]. Licensor shall comply with the Pass-Thru Obligations applicable to such Third Party Technology, in each case to the extent such Pass-Thru Obligations were described in the Third Party Technology Notice or Third Party Technology Reversion Agreement, and the grant of the Pass-Thru Reversion License with respect to such Third Party Technology shall be subject to such compliance. Such compliance by Licensor shall include taking such actions to comply with the Pass-Thru Obligations in such manner and on such timing as may be required to allow Licensee to comply with its obligations under the license or other agreement with the applicable Third Party Licensor, as such obligations apply to activities of the Licensor. Until Licensor provides a Reversion In-License Notice, or to the extent Licensor subsequently notifies Licensee that it wishes to terminate the applicable Third Party Technology Reversion Agreement, the Third Party Technology shall be deemed excluded from the Improvements. In the event Licensor subsequently notifies Licensee that it wishes to terminate the applicable Third Party Technology Reversion Agreement, Licensor shall remain responsible for all Pass-Thru Obligations accruing prior to the effective date of, or in connection with, such termination. To the extent Licensor does not provide a Reversion In-License Notice with respect to the Third Party Technology, Licensor shall not be responsible for the corresponding Pass-Thru Obligations.