Specific Effects of Termination. Upon termination of this Agreement in its entirety (or with respect to the applicable Terminated Country(ies) or Terminated Product(s)) by Avenue pursuant to Section 11.4, or by Licensor pursuant to Sections 11.3, 11.5, or 11.6: (a) the rights and licenses granted to Avenue under Section 2.1 with respect to such Terminated Country(ies) and Terminated Product(s) shall be terminated and all such rights shall revert to Licensor, except to the extent and for so long as necessary for Avenue to fulfil its responsibilities under the surviving terms of this Agreement as provided in Section 11.10, it being agreed that all such activities shall be discontinued and ceased (unless otherwise agreed or required under Applicable Law) by transitioning such activities and responsibilities to Licensor as promptly as possible, subject to Applicable Law. Avenue’s failure to cease the Development, Manufacture (if applicable), and/or Commercialization of the Licensed Products upon the expiration or earlier termination of this Agreement may result in immediate and irreparable damage to Licensor. Avenue acknowledges that no adequate remedy at law exists for such failure, and Avenue agrees that Licensor may be entitled to seek an injunction or other equitable relief to prevent a breach of this Agreement by Avenue; (b) upon Licensor’s written instruction, Avenue shall as soon as reasonably practicable transfer and assign (to the extent permitted) to Licensor all Regulatory Materials Controlled by Avenue, in each case, to the extent solely related to the Terminated Product(s) and necessary for Developing, Manufacturing, or Commercializing such Terminated Product(s) in the Field in the Territory; (c) any and all sublicense agreements entered into by Avenue or any of its Affiliates with a Sublicensee pursuant to this Agreement with respect to the Terminated Product(s) and Terminated Country(ies), as applicable, shall survive such termination of this Agreement, remain in full force and effect and automatically be assigned to Licensor, with Licensor as each such Sublicensee’s direct licensor, respect to the Licensed Patents and Licensed Know-How, provided that (i) such Sublicensee’s payment obligations with respect to its exercise of its surviving rights to the Licensed Patents and Licensed Know-How (but not with respect to its exercise or enjoyment of any other rights or assets) shall, in lieu of any payment obligations set forth in applicable sublicense agreement, be the corresponding payment obligations set forth in this Agreement, and (ii) such Sublicensee observes the same or higher diligence standards set forth in Section 4 of this Agreement; (d) each Party shall have the right to use the other Party’s Confidential Information solely to the extent necessary to exercise any surviving rights and fulfill any surviving obligations under this Agreement; subject to the terms and conditions of Section 8 of this Agreement; and (e) if at the effective date of termination, Avenue, its Affiliate, or its Sublicensee is Manufacturing Licensed Product(s), then, if Licensor requests in writing to Avenue within sixty (60) calendar days of the effective date of termination, subject to the Parties’ negotiation and execution of a reasonable and customary transitional supply and quality agreement, and provided this Agreement is not terminated pursuant to Section 11.3, Avenue agrees to cause itself, its Affiliates, or its Sublicensee to Manufacture and supply such Licensed Product(s) to Licensor for a reasonable transitional period, not to exceed three hundred (300) days from the effective date of termination, pursuant to which such Licensed Products shall be supplied at one hundred thirty percent (130%) of the Cost of Goods as of the effective date of such transitional supply and quality agreement as further defined.
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Specific Effects of Termination. Upon termination of this Agreement in its entirety (or with respect to the applicable Terminated Country(ies) or Terminated Product(s)) by Avenue RAPT pursuant to Section 11.413.2 (Termination by RAPT for Convenience), or by Licensor Jemincare pursuant to Sections 11.3Section 13.3 (Termination for Material Breach), 11.5Section 13.4 (Termination for Bankruptcy), or 11.6:
Section 13.5 (a) the rights and licenses granted to Avenue under Section 2.1 with respect to such Terminated Country(ies) and Terminated Product(s) shall be terminated and all such rights shall revert to Licensor, except to the extent and Termination for so long as necessary for Avenue to fulfil its responsibilities under the surviving terms of this Agreement as provided in Section 11.10, it being agreed that all such activities shall be discontinued and ceased (unless otherwise agreed or required under Applicable Law) by transitioning such activities and responsibilities to Licensor as promptly as possible, subject to Applicable Law. Avenue’s failure to cease the Development, Manufacture (if applicablePatent Challenge), and/or Commercialization of the Licensed Products then, upon the expiration or earlier termination of this Agreement may result in immediate and irreparable damage to Licensor. Avenue acknowledges that no adequate remedy at law exists for such failure, and Avenue agrees that Licensor may be entitled to seek an injunction or other equitable relief to prevent a breach of this Agreement by Avenue;
(b) upon LicensorJemincare’s written instruction:
13.7.1 RAPT shall, Avenue and shall cause its Affiliates and Sublicensees to, as soon as reasonably practicable transfer and assign (to the extent permittedpermitted by Applicable Law CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. or applicable agreements with Third Parties) to Licensor Jemincare all Clinical Data, Regulatory Materials Controlled by Avenueand Regulatory Approvals solely related to each Licensed Product that is the subject of the termination and its corresponding Licensed Molecule. The Parties shall cooperate to transfer all such Clinical Data, Regulatory Materials and Regulatory Approvals from RAPT to Jemincare promptly after the Termination Date and in compliance with Applicable Laws and regulatory requirements of any relevant Regulatory Authority. If Applicable Law prevents or delays the transfer of ownership of any such Regulatory Materials or Regulatory Approvals to Jemincare, RAPT shall, and hereby does, grant to Jemincare an irrevocable and perpetual, fully paid-up, transferable right of access and Right of Reference to such Regulatory Materials and Regulatory Approvals solely for each caseLicensed Product that is the subject of the termination and its corresponding Licensed Molecule, and shall reasonably cooperate to make the benefits of such Regulatory Materials and Regulatory Approvals available to Jemincare or its designee.
13.7.2 With respect to any ongoing Clinical Trials of Licensed Products, RAPT shall cease (to the extent solely related permitted by Applicable Law or applicable agreements with Third Parties) the conduct of such Clinical Trials as soon as reasonably practicable after the Termination Date, unless Jemincare notifies RAPT in writing prior to the Terminated Product(sTermination Date that it elects to continue such Clinical Trials at Jemincare’s sole costs and expenses. In the event of such election by Jemincare, (a) each Party shall cooperate with the other Party to facilitate the orderly transfer (to the extent permitted by Applicable Law or applicable agreements with Third Parties) to Jemincare of the conduct of such Clinical Trials as soon as reasonably practicable after the Termination Date, including by assignment to Jemincare or termination of any applicable agreements with contract research organizations or sites for Clinical Trials to the extent permissible under such applicable agreements and necessary for Developingas desired by Jemincare, Manufacturingand (b) until such time as the conduct of such Clinical Trials has been successfully transferred to Jemincare, or Commercializing RAPT shall continue such Terminated Product(s) in the Field in the Territory;
(c) Clinical Trials at Jemincare’s sole cost and expense and Jemincare shall indemnify, defend and hold harmless each RAPT Indemnitees from and against any and all sublicense agreements entered into by Avenue or Damages incurred in connection with any of its Affiliates with a Sublicensee pursuant to this Agreement with respect Third Party Claim to the Terminated Product(s) extent arising from such Clinical Trials after the Termination Date. In the event Jemincare does not elect to continue such Clinical Trials and Terminated Country(ies)immediate cessation of such Clinical Trials is impermissible under Applicable Law or applicable agreements with Third Parties or otherwise impractical or impossible, as applicable, shall survive such termination of this Agreement, remain in full force and effect and automatically be assigned to Licensor, with Licensor as each such Sublicensee’s direct licensor, respect to the Licensed Patents and Licensed Know-How, provided that (i) RAPT shall bear all costs and expenses associated with such Sublicensee’s payment obligations with respect to its exercise Clinical Trials until such time as the conduct of its surviving rights to the Licensed Patents and Licensed Know-How (but not with respect to its exercise or enjoyment of any other rights or assets) shall, in lieu of any payment obligations set forth in applicable sublicense agreement, be the corresponding payment obligations set forth in this Agreementsuch Clinical Trials has been fully ceased, and (ii) such Sublicensee observes [***].
13.7.3 With respect to any Licensed Products that has been Commercialized in the same or higher diligence standards set forth RAPT Territory, RAPT shall promptly assign to Jemincare all rights, title and interest in Section 4 and to the RAPT Product Marks for the corresponding Licensed Products.
13.7.4 Without limiting the foregoing, each Party will cooperate with the other Party to effectuate a smooth and orderly transition with respect to the Licensed Products that were the subject of the termination in a prompt and expeditious manner. Each Party shall take any actions, and execute any instruments, assignments and documents, as reasonably requested by the other Party as may be necessary to effectuate the provisions of this Agreement;
Section 13.7 (d) each Party shall have the right to use the other Party’s Confidential Information solely to the extent necessary to exercise any surviving rights and fulfill any surviving obligations under this Agreement; subject to the terms and conditions Specific Effects of Section 8 of this Agreement; and
(e) if at the effective date of termination, Avenue, its Affiliate, or its Sublicensee is Manufacturing Licensed Product(sTermination), then, if Licensor requests in writing to Avenue within sixty (60) calendar days of the effective date of termination, subject to the Parties’ negotiation and execution of a reasonable and customary transitional supply and quality agreement, and provided this Agreement is not terminated pursuant to Section 11.3, Avenue agrees to cause itself, its Affiliates, or its Sublicensee to Manufacture and supply such Licensed Product(s) to Licensor for a reasonable transitional period, not to exceed three hundred (300) days from the effective date of termination, pursuant to which such Licensed Products shall be supplied at one hundred thirty percent (130%) of the Cost of Goods as of the effective date of such transitional supply and quality agreement as further definedapplicable.
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