TERMINATION; EFFECTS OF TERMINATION. Sections 10.2 through 10.9 of Development License and Option Agreement shall apply mutatis mutandis to the Exclusive License Agreement, except that upon expiration the licenses granted to Receptos under the Exclusive License Agreement shall become non-exclusive, fully paid, perpetual and irrevocable (and the provisions of Section 10.6 and 10.7 of the Development License and Option Agreement shall not apply to such expiration). Furthermore, the Parties will include a mutually acceptable voluntary termination provision and Receptos will have a unilateral right of termination for any reason upon *** days notice to AbbVie (for clarity, subject to the effects of termination provisions including, Section 10.6 and 10.7 of Development License and Option Agreement). In the event of a termination of the Exclusive License Agreement for any reason (other than a termination by Receptos due to a material breach by AbbVie or expiration), Receptos grants AbbVie a royalty-free, irrevocable, perpetual, non-exclusive license, with the right to grants sublicenses through multiple tiers, under the Receptos Patents and Receptos Know-How to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory.
Appears in 3 contracts
Sources: Development License and Option Agreement (Receptos, Inc.), Development License and Option Agreement (Receptos, Inc.), Development License and Option Agreement (Receptos, Inc.)