Common use of Termination by Merck; Termination by Urovant Unilaterally Clause in Contracts

Termination by Merck; Termination by Urovant Unilaterally. In the event that this Agreement is terminated by Merck in accordance with Section 14.2, 14.4 (to the maximum extent legally permissible) or 14.5, or by Urovant in accordance with Section 14.3, upon the effective date of termination: (a) Urovant shall immediately cease the Development and Commercialization in connection with the Licensed Product in the Field in the Territory; (b) All rights and licenses granted to Urovant by Merck hereunder shall automatically terminate and revert to Merck at no cost to Merck; (c) Urovant shall furnish Merck, or Merck’s designee, with all assistance reasonably requested by Merck, or its designee, in order to assure the transition of all then-ongoing Clinical Trials and all Regulatory Approvals in the Territory held by Urovant, if any, from Urovant to Merck, or its designee, in accordance with all Applicable Laws and applicable ethical standards; (d) Urovant shall, at no cost to Merck, assign to Merck or its designee any Regulatory Approvals, drug dossiers and regulatory documentation with respect to the Licensed Product that Urovant and/or its Affiliates Controls at the time of such termination to the extent that such Regulatory Approvals, drug dossiers and regulatory documentation are necessary for Merck or its designee to continue Development and/or Commercialization of the Licensed Product in the Field in the Territory; (e) Urovant shall pay to Merck the sum of (i) all amounts payable hereunder to Merck which have accrued but which remain outstanding as of the date of termination and (ii) the unpaid Milestone Payments (if the milestone events set forth in Section 6.2 have been achieved on or before the effective date of termination), minus any amounts payable hereunder by Merck to Urovant which have accrued but which remain outstanding as of the date of termination; (f) Urovant shall have no further rights under the Regulatory Approvals in the Territory, except as required by Applicable Laws, until the effective date of assignment of such Regulatory Approval. Urovant shall execute and transfer to Merck or its designee all Regulatory Approvals in the Territory, and all notifications, consents and other documents and instruments as may be reasonably required to confirm the termination of all of Urovant’s rights hereunder; and (g) Merck shall have fully paid-up, royalty-free, non-exclusive, perpetual and irrevocable rights and licenses, with a right to grant sublicense, to use the Urovant Intellectual Property and the Urovant Know-How for the Development and Commercialization of the Merck Licensed Product in the Field in the Territory and outside the Territory.

Termination by Merck; Termination by Urovant Unilaterally. In the event that this Agreement is terminated by Merck in accordance with Section 14.2, 14.4 (to the maximum extent legally permissible) or 14.5, or by Urovant in accordance with Section 14.3, upon the effective date of termination:: [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. (a) Urovant shall immediately cease the Development and Commercialization in connection with the Licensed Product in the Field in the Territory; (b) All rights and licenses granted to Urovant by Merck hereunder shall automatically terminate and revert to Merck at no cost to Merck; (c) Urovant shall furnish Merck, or Merck’s designee, with all assistance reasonably requested by Merck, or its designee, in order to assure the transition of all then-ongoing Clinical Trials and all Regulatory Approvals in the Territory held by Urovant, if any, from Urovant to Merck, or its designee, in accordance with all Applicable Laws and applicable ethical standards; (d) Urovant shall, at no cost to Merck, assign to Merck or its designee any Regulatory Approvals, drug dossiers and regulatory documentation with respect to the Licensed Product that Urovant and/or its Affiliates Controls at the time of such termination to the extent that such Regulatory Approvals, drug dossiers and regulatory documentation are necessary for Merck or its designee to continue Development and/or Commercialization of the Licensed Product in the Field in the Territory; (e) Urovant shall pay to Merck the sum of (i) all amounts payable hereunder to Merck which have accrued but which remain outstanding as of the date of termination and (ii) the unpaid Milestone Payments (if the milestone events set forth in Section 6.2 have been achieved on or before the effective date of termination), minus any amounts payable hereunder by Merck to Urovant which have accrued but which remain outstanding as of the date of termination; (f) Urovant shall have no further rights under the Regulatory Approvals in the Territory, except as required by Applicable Laws, until the effective date of assignment of such Regulatory Approval. Urovant shall execute and transfer to Merck or its designee all Regulatory Approvals in the Territory, and all notifications, consents and other documents and instruments as may be reasonably required to confirm the termination of all of Urovant’s rights hereunder; and (g) Merck shall have fully paid-up, royalty-free, non-exclusive, perpetual and irrevocable rights and licenses, with a right to grant sublicense, to use the Urovant Intellectual Property and the Urovant Know-How for the Development and Commercialization of the Merck Licensed Product in the Field in the Territory and outside the Territory.