Common use of Termination of Research Program Clause in Contracts

Termination of Research Program. After the third anniversary of the Effective Date, the Term of the Research Program may be terminated by Warner upon six (6) months prior written notice, subject to the following conditions: (a) Warner shall be obligated to continue to fund all Research Program activities ongoing at the time of such written notice and make all Research Program payments due to GenVec until the effective date of such termination; provided, GenVec continues to perform under and such funds are used to forward the Research Program; and (b) Each Party shall retain such ownership interest in the Collaboration Technology as it shall hold on the effective date of such termination; and (c) Subject to the terms and conditions of this Agreement, Warner shall retain its license in the Field to Collaboration Products for which an IND was filed prior to the date of Warner's notice of its intent to terminate, but shall have no rights under this Agreement with regard to any Product Configuration or Development Candidate for which an IND has not been filed prior to the date of Warner's notice of its intent to terminate the Research Program; and (d) Subject to the rights retained by Warner in (c) above, Warner will grant GenVec an exclusive (even as to Warner), worldwide, fully-paid, perpetual license (with the right to sublicense) under Warner's interest in any Collaboration Technology jointly owned by Warner and GenVec necessary or useful to make, have made, import, use, offer for sale and sell Collaboration Products, subject to Article 15, for indications other than those which Warner retains rights hereunder, and products other than Collaboration Products; and (e) Subject to the rights retained by Warner in (c) above, at GenVec's request, Warner will negotiate in good faith the terms of an exclusive, worldwide license to GenVec (with the right to sublicense) under Warner's interest in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments) and GAAP) of such products up to * of such net sales, and other customary and reasonable terms to be agreed by the Parties. (f) At GenVec's request, Warner will negotiate in good faith the terms of a nonexclusive, worldwide license to GenVec (with the right to sublicense) under Warner's interest in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell products other than Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments), and GAAP) of such products up to * of such net sales, and other customary and reasonable terms to be agreed by the Parties.

Termination of Research Program. After the third anniversary ------------------------------- of the Effective Date, the Term of the Research Program may be terminated by Warner upon six (6) months prior written notice, subject to the following conditions: (a) Warner shall be obligated to continue to fund all Research Program activities ongoing at the time of such written notice and make all Research Program payments due to GenVec until the effective date of such termination; provided, GenVec continues to perform under and such funds are used to forward the Research Program; and (b) Each Party shall retain such ownership interest in the Collaboration Technology as it shall hold on the effective date of such termination; and (c) Subject to the terms and conditions of this Agreement, Warner shall retain its license in the Field to Collaboration Products for which an IND was filed prior to the date of Warner's notice of its intent to terminate, but shall have no rights under this Agreement with regard to any Product Configuration or Development Candidate for which an IND has not been filed prior to the date of Warner's notice of its intent to terminate the Research Program; and (d) Subject to the rights retained by Warner in (c) above, Warner will grant GenVec an exclusive (even as to Warner), worldwide, fully-fully- paid, perpetual license (with the right to sublicense) under Warner's interest in any Collaboration Technology jointly owned by Warner and GenVec necessary or useful to make, have made, import, use, offer for sale and sell Collaboration Products, subject to Article 15, for indications other than those which Warner retains rights hereunder, and products other than Collaboration Products; and (e) Subject to the rights retained by Warner in (c) above, at GenVec's request, Warner will negotiate in good faith the terms of an exclusive, worldwide license to GenVec (with the right to sublicense) under Warner's interest in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments) and GAAP) of such products up to * of such net sales, and other customary and reasonable terms to be agreed by the Parties. (f) At GenVec's request, Warner will negotiate in good faith the terms of a nonexclusive, worldwide license to GenVec (with the right to sublicense) under Warner's interest in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell products other than Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments), and GAAP) of such products up to * of such net sales, and other customary and reasonable terms to be agreed by the Parties.