Common use of Termination Effects Clause in Contracts

Termination Effects. In the event of any termination of this Agreement (other than by Amgen pursuant to Section 7.4 ([*] Divestiture)), with respect to the applicable terminated Licensed Product(s) (i) Novartis shall use reasonable efforts to, to the extent permitted by Law and requested by Amgen, assign any contracts solely to the extent related to the Licensed Products in the Territory to Amgen or its designee (including by requesting and using good-faith efforts to obtain any required consents, provided that Novartis shall be under no obligation to make any payments or incur any liabilities in order to obtain such consent); (ii) the Parties shall transition responsibility for Commercialization, Development, Medical Affairs Activities and any other activities as requested by Amgen with respect to the Licensed Products to Amgen in accordance with Section 15.5 (Transition Period); (iii) the Parties shall cooperate to promptly transition sole responsibility for the prosecution, maintenance and enforcement in the Territory of Territory Patents and Trademarks to Amgen; (iv) Amgen shall have the right to reacquire some or all of the inventory of the Licensed Products, as requested by Amgen, in possession of Novartis and its Affiliates and, if Amgen so reacquires inventory, shall [*]; (v) the Parties shall cooperate to promptly transfer ownership of all Regulatory Filings and Regulatory Approvals and responsibility for regulatory communication held by Novartis in the Territory to Amgen, or to terminate or withdraw such Regulatory Filings and Regulatory Approvals in lieu of transfer (if so requested by Amgen); (vi) all sublicenses granted by Novartis shall terminate; (vii) Amgen shall have the right to control all Recalls of the Licensed Products in the Territory, and in each case Novartis shall provide any reasonable assistance requested by Amgen in connection therewith; (viii) Section 4.2 (Licensed Novartis Know-How and Patents) (solely to the extent such intellectual property has been or is incorporated into or used in the Development, Manufacture, Medical Affairs Activities, regulatory activities or Commercialization of Licensed Products as of the date of termination) shall survive; (ix) Amgen shall have a fully paid, royalty-free [*] right and license to use the Licensed Novartis Trademarks (and the associated goodwill) in connection with Licensed Products in all indications within the Territory; (x) the Parties shall cooperate to promptly transfer ownership of all Domain Names and Domain Name registrations related to the Licensed Products held by Novartis to Amgen; and (xi) at Amgen’s request, the Parties will discuss in good faith the wind-down or transfer to Amgen of any ongoing clinical trials for the Licensed Products conducted by or on behalf of Novartis or its Affiliates; provided that [*] shall bear any expenses incurred in connection with any such transfer except in the event of termination by [*] pursuant to [*] or by [*] pursuant to [*]. In the event that the Parties are not permitted to transfer Regulatory Filings or Regulatory Approvals under clause (v) above pursuant to Law, the Parties shall cooperate to establish a right of access and reference to such filings and approvals for Amgen, and Novartis shall maintain such filings and approvals, and take any actions reasonably requested by Amgen with respect thereto, and thereafter Novartis shall transfer ownership of all such Regulatory Filings and Regulatory Approvals to Amgen or its designee as and when it becomes permissible to do so. [*] In the event of any termination of this Agreement by Amgen pursuant to Section 7.4 ([*] Divestiture), (a) the licenses granted to Novartis under Section 4.1 (Licensed Amgen Patents and Know-How) and under Section 4.5.1 (Grant to Novartis) (solely to the extent such intellectual property has been or is incorporated into or used in the Development, Medical Affairs Activities, regulatory activities or Commercialization of Licensed Products as of the date of termination) shall survive, (b) Amgen shall continue to Manufacture and supply Licensed Product for a period of up to [*] months in accordance with the Supply Agreement, (c) the Royalty Rates shall [*] provided that in no event shall the royalties payable to Amgen for Franchise Product 1 [*] and for each of Franchise Product 2 and Franchise Product 3 [*], and (d) the Parties shall negotiate in good faith a process for the transition of ongoing activities necessary to allow Novartis to exercise its rights under such license and allow Novartis to continue to Develop, Manufacture and Commercialize the Licensed Product in the Territory, including assistance from Amgen for the transfer of Manufacturing to a contract manufacturing organization mutually agreed by the Parties.

Termination Effects. In the event of any termination of this Agreement (other than by Amgen pursuant to Section 7.4 ([*] Divestiture)), with respect to the applicable terminated Licensed Product(s) (i) Novartis Amgen shall use reasonable efforts to, to the extent permitted by Applicable Law and requested by AmgenKKC, assign any contracts solely to the extent related to the Licensed Products Product in the Amgen Territory to Amgen KKC or its designee (including by requesting and using good-faith efforts to obtain any required consents, provided that Novartis Amgen shall be under no obligation to make any payments or incur any liabilities in order to obtain such consent); , (ii) the Parties shall transition responsibility for Commercialization, Development, Medical Affairs Activities and any other activities as requested by Amgen with respect to the Licensed Products to Amgen in accordance with Section 15.5 (Transition Period); (iii) the Parties shall cooperate to promptly transition sole responsibility for Commercialization, Development and Medical Affairs Activities with respect to the prosecutionProduct to KKC, maintenance and enforcement in the Territory of Territory Patents and Trademarks to Amgen; (iviii) Amgen KKC shall have the right to reacquire some or all of the inventory of the Licensed ProductsProduct, as requested by AmgenKKC in its sole discretion, in possession of Novartis Amgen and its Affiliates and, if Amgen KKC so reacquires inventory, shall reimburse Amgen for [***]; , (iv) the Parties shall reasonably cooperate and discuss in good faith the terms and conditions pursuant to which Amgen could continue to manufacture and supply KKC with Product for a transitionary period following the termination of this Agreement, (v) the Parties shall cooperate to promptly transfer ownership of all Regulatory Filings and Regulatory Approvals and responsibility for regulatory communication held by Novartis Amgen in the Amgen Territory to AmgenKKC, or to terminate or withdraw such Regulatory Filings and Regulatory Approvals in lieu of transfer (if so requested by Amgen); (vi) Amgen shall promptly transfer all Promotional Materials in its possession to KKC, [***], (vii) Amgen shall promptly transfer all material books, records, files and documents Controlled by Amgen solely to the extent related to the Product, (viii) at KKC’s option, all sublicenses granted by Novartis Amgen with respect to the Product shall terminate; terminate or all rights thereunder shall be assigned to KKC, (viiix) Amgen KKC shall have the right to control all Recalls of the Licensed Products Product in the Amgen Territory, and in each case Novartis shall provide any reasonable assistance requested by Amgen in connection therewith; (viiix) Section 4.2 3.2 (Licensed Novartis Amgen Know-How and Patents) (solely to the extent such intellectual property has been or is incorporated into or used in the Development, Manufacture, Medical Affairs Activities, regulatory activities or Commercialization of Licensed Products the Product (as such intellectual property exists as of the date of termination)) shall survive; survive and shall become perpetual, fully paid-up and irrevocable, (ixxi) Amgen KKC shall have a fully paid, perpetual, irrevocable, royalty-free [*] non-exclusive right and license to use the Licensed Novartis Amgen Trademarks (and the associated goodwill) in connection with Licensed Products the Product in all indications within the Territory; indications, (xxii) the Parties shall cooperate to promptly transfer ownership of all Domain Names and Domain Name registrations related to the Licensed Products Product held by Novartis Amgen to Amgen; and KKC, (xixiii) at AmgenKKC’s request, the Parties will discuss in good faith the wind-down or transfer to Amgen KKC of any ongoing clinical trials Clinical Studies for the Licensed Products Product conducted by or on behalf of Novartis Amgen or its Affiliates; provided that [*] shall bear the Parties will share any expenses incurred in connection with any such transfer except in the event of termination by (A) [*] pursuant to [**] or by (B) [***] pursuant to in which case [*]**] shall bear such cost. In the event that the Parties are not permitted to transfer Regulatory Filings or Regulatory Approvals under clause (viv) above pursuant to Applicable Law, the Parties shall cooperate to establish a right of access and reference to such filings and approvals for AmgenKKC, and Novartis Amgen shall maintain such filings and approvals, and take any actions reasonably requested by Amgen KKC with respect thereto, and thereafter Novartis Amgen shall transfer ownership of all such Regulatory Filings and Regulatory Approvals to Amgen KKC or its designee as and when it becomes permissible to do so. [*] In the event of any termination of this Agreement by KKC shall reimburse Amgen pursuant its reasonable, documented, out-of-pocket costs incurred as necessary for such maintenance and to Section 7.4 ([*] Divestiture), (a) the licenses granted to Novartis under Section 4.1 (Licensed Amgen Patents and Know-How) and under Section 4.5.1 (Grant to Novartis) (solely to the extent perform such intellectual property has been or is incorporated into or used in the Development, Medical Affairs Activities, regulatory activities or Commercialization of Licensed Products as of the date of termination) shall survive, (b) Amgen shall continue to Manufacture and supply Licensed Product for a period of up to [*] months in accordance with the Supply Agreement, (c) the Royalty Rates shall [*] provided that in no event shall the royalties payable to Amgen for Franchise Product 1 [*] and for each of Franchise Product 2 and Franchise Product 3 [*], and (d) the Parties shall negotiate in good faith a process for the transition of ongoing activities necessary to allow Novartis to exercise its rights under such license and allow Novartis to continue to Develop, Manufacture and Commercialize the Licensed Product in the Territory, including assistance from Amgen for the transfer of Manufacturing to a contract manufacturing organization mutually agreed by the Partiesrequested actions.

Termination Effects. In the event of any termination of this Agreement (other than by Amgen pursuant to Section 7.4 ([*] Divestiture))Agreement, with respect to the applicable terminated Licensed Product(s) (i) Novartis shall use reasonable efforts to, to the extent permitted by Law and requested by Amgen, assign any contracts solely to the extent related to the Licensed Products Product in the Territory United States to Amgen or its designee (including by requesting and using good-good faith efforts to obtain any required consents, provided that Novartis shall be under no obligation to make any payments or incur any liabilities in order to obtain such consent); (ii) the Parties shall transition responsibility for Commercialization, Development, Amgen Ref. No. 2017747574 Page 51 Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. Medical Affairs Activities and any other activities as requested by Amgen with respect to the Licensed Products Product in the United States to Amgen in accordance with Section 15.5 14.5 (Transition Period); (iii) the Parties shall cooperate to promptly transition sole responsibility for the prosecution, maintenance and enforcement in the Territory United States of Territory United States Patents and Trademarks and United States Novartis Patents and Trademarks specific to the Product to Amgen; (iv) Amgen shall have the right to reacquire some or all of the inventory of the Licensed Products, as requested by Amgen, in possession of Novartis and its Affiliates and, if Amgen so reacquires inventory, shall [*]; (v) the Parties shall cooperate to promptly transfer ownership of all Regulatory Filings and Regulatory Approvals and responsibility for regulatory communication held by Novartis in the Territory to Amgen, or to terminate or withdraw such Regulatory Filings and Regulatory Approvals in lieu of transfer (if so requested by Amgen); (vi) all sublicenses granted by Novartis shall terminate; (viiv) Amgen shall have the right to control all Recalls of the Licensed Products Product in the TerritoryUnited States, and in each case Novartis shall provide any reasonable assistance requested by Amgen in connection therewith; (viiivi) Section 4.2 3.2 (Licensed Novartis Know-How and PatentsTechnology) (solely to the extent such intellectual property has been or is incorporated into or used in the Development, Manufacture, Medical Affairs Activities, regulatory activities or Commercialization of Licensed Products the Product as of the date of termination) shall survivesurvive [*]; (ixvii) Amgen shall have a fully fully-paid, royalty-free [*] right and license to use the Licensed Novartis Product Trademarks (if any) (and the associated goodwill) in connection with Licensed Products the Product in all indications within the TerritoryUnited States; and (xviii) the Parties shall cooperate to promptly transfer ownership of all Domain Names and Domain Name registrations (including in each case with respect to nonproprietary names for the Product) related to the Licensed Products Product held by Novartis to Amgen; , save as to any Domain Names and (xi) at Amgen’s request, the Parties will discuss in good faith the wind-down or transfer to Amgen of Domain Name registrations that contain any ongoing clinical trials for the Licensed Products conducted by or on behalf of Novartis or its AffiliatesHousemarks; provided that [*] shall bear any expenses incurred in connection with any such transfer except that, in the event of termination by [*] Amgen pursuant to Section [*] or by Novartis pursuant to Section [*] pursuant to [*]. In the event that the Parties are not permitted to transfer Regulatory Filings or Regulatory Approvals under clause (v) above pursuant to Law, the Parties shall cooperate to establish a right of access and reference to bear such filings and approvals for Amgen, and Novartis shall maintain such filings and approvals, and take any actions reasonably requested by Amgen with respect thereto, and thereafter Novartis shall transfer ownership of all such Regulatory Filings and Regulatory Approvals to Amgen or its designee as and when it becomes permissible to do so. [*] In the event of any termination of this Agreement by Amgen pursuant to Section 7.4 ([*] Divestiture), (a) the licenses granted to Novartis under Section 4.1 (Licensed Amgen Patents and Know-How) and under Section 4.5.1 (Grant to Novartis) (solely to the extent such intellectual property has been or is incorporated into or used in the Development, Medical Affairs Activities, regulatory activities or Commercialization of Licensed Products as of the date of termination) shall survive, (b) Amgen shall continue to Manufacture and supply Licensed Product for a period of up to [*] months in accordance with the Supply Agreement, (c) the Royalty Rates shall [*] provided that in no event shall the royalties payable to Amgen for Franchise Product 1 [*] and for each of Franchise Product 2 and Franchise Product 3 [*], and (d) the Parties shall negotiate in good faith a process for the transition of ongoing activities necessary to allow Novartis to exercise its rights under such license and allow Novartis to continue to Develop, Manufacture and Commercialize the Licensed Product in the Territory, including assistance from Amgen for the transfer of Manufacturing to a contract manufacturing organization mutually agreed by the Partiesexpenses.

Termination Effects. In the event of any termination of this Agreement (other than by Amgen pursuant to Section 7.4 ([*] Divestiture))Agreement, with respect to the applicable terminated Licensed Product(s) (i) Novartis shall use reasonable efforts to, to the extent permitted by Law and requested by Amgen, assign any contracts solely to the extent related to the Licensed Products Product in the Territory United States to Amgen or its designee (including by requesting and using good-good faith efforts to obtain any required consents, provided that Novartis shall be under no obligation to make any payments or incur any liabilities in order to obtain such consent); (ii) the Parties shall transition responsibility for Commercialization, Development, Amgen Ref. No. 2017747574 Page 51 Medical Affairs Activities and any other activities as requested by Amgen with respect to the Licensed Products Product in the United States to Amgen in accordance with Section 15.5 14.5 (Transition Period); (iii) the Parties shall cooperate to promptly transition sole responsibility for the prosecution, maintenance and enforcement in the Territory United States of Territory United States Patents and Trademarks and United States Novartis Patents and Trademarks specific to the Product to Amgen; (iv) Amgen shall have the right to reacquire some or all of the inventory of the Licensed Products, as requested by Amgen, in possession of Novartis and its Affiliates and, if Amgen so reacquires inventory, shall [*]; (v) the Parties shall cooperate to promptly transfer ownership of all Regulatory Filings and Regulatory Approvals and responsibility for regulatory communication held by Novartis in the Territory to Amgen, or to terminate or withdraw such Regulatory Filings and Regulatory Approvals in lieu of transfer (if so requested by Amgen); (vi) all sublicenses granted by Novartis shall terminate; (viiv) Amgen shall have the right to control all Recalls of the Licensed Products Product in the TerritoryUnited States, and in each case Novartis shall provide any reasonable assistance requested by Amgen in connection therewith; (viiivi) Section 4.2 3.2 (Licensed Novartis Know-How and PatentsTechnology) (solely to the extent such intellectual property has been or is incorporated into or used in the Development, Manufacture, Medical Affairs Activities, regulatory activities or Commercialization of Licensed Products the Product as of the date of termination) shall survivesurvive [*]; (ixvii) Amgen shall have a fully fully-paid, royalty-free [*] right and license to use the Licensed Novartis Product Trademarks (if any) (and the associated goodwill) in connection with Licensed Products the Product in all indications within the TerritoryUnited States; and (xviii) the Parties shall cooperate to promptly transfer ownership of all Domain Names and Domain Name registrations (including in each case with respect to nonproprietary names for the Product) related to the Licensed Products Product held by Novartis to Amgen; , save as to any Domain Names and (xi) at Amgen’s request, the Parties will discuss in good faith the wind-down or transfer to Amgen of Domain Name registrations that contain any ongoing clinical trials for the Licensed Products conducted by or on behalf of Novartis or its AffiliatesHousemarks; provided that [*] shall bear any expenses incurred in connection with any such transfer except that, in the event of termination by [*] Amgen pursuant to Section [*] or by Novartis pursuant to Section [*] pursuant to [*]. In the event that the Parties are not permitted to transfer Regulatory Filings or Regulatory Approvals under clause (v) above pursuant to Law, the Parties shall cooperate to establish a right of access and reference to bear such filings and approvals for Amgen, and Novartis shall maintain such filings and approvals, and take any actions reasonably requested by Amgen with respect thereto, and thereafter Novartis shall transfer ownership of all such Regulatory Filings and Regulatory Approvals to Amgen or its designee as and when it becomes permissible to do so. [*] In the event of any termination of this Agreement by Amgen pursuant to Section 7.4 ([*] Divestiture), (a) the licenses granted to Novartis under Section 4.1 (Licensed Amgen Patents and Know-How) and under Section 4.5.1 (Grant to Novartis) (solely to the extent such intellectual property has been or is incorporated into or used in the Development, Medical Affairs Activities, regulatory activities or Commercialization of Licensed Products as of the date of termination) shall survive, (b) Amgen shall continue to Manufacture and supply Licensed Product for a period of up to [*] months in accordance with the Supply Agreement, (c) the Royalty Rates shall [*] provided that in no event shall the royalties payable to Amgen for Franchise Product 1 [*] and for each of Franchise Product 2 and Franchise Product 3 [*], and (d) the Parties shall negotiate in good faith a process for the transition of ongoing activities necessary to allow Novartis to exercise its rights under such license and allow Novartis to continue to Develop, Manufacture and Commercialize the Licensed Product in the Territory, including assistance from Amgen for the transfer of Manufacturing to a contract manufacturing organization mutually agreed by the Partiesexpenses.