Effect of Termination of the Research Program. In the event that the Research Program is terminated with respect to any compound pursuant to Section 13.2.2, then such compound may not be designated as a Second Generation Compound or a Replacement Compound by the Joint Steering Committee. In such event, (a) all rights with respect to the use, manufacture, distribution for sale and sale of such compound shall revert to the Originating Party, except that, to the extent such compound has been jointly acquired through license, purchase or otherwise, both Parties will have the right to use, manufacture, distribute for sale and sell such compound on a non-exclusive basis, (b) to the extent legally permissible, all additional action reasonably necessary shall be taken by the Parties to assign all right, title and interest in and transfer possession and control of the regulatory filings and regulatory approvals relating to such compound and (c) the Originating Party shall be free to develop or grant licenses as Third Parties with respect to such compound. In the event that the Originating Party enters into an agreement with a Third Party pursuant to clause (c) hereof and such Third Party will use data generated during the Program, then the Originating Party shall provide in such agreement that such Third Party shall reimburse the non-Originating Party for the perceived value of such data, such value to be negotiated in good faith by MKG and Metasyn taking into account the financial contributions of both Parties to the generation of such data.
Effect of Termination of the Research Program. In the event that the Research Program is terminated with respect to any compound pursuant to Section 13.2.2, then such compound may not be designated as a Second Generation Compound or a Replacement Compound by the Joint Steering Committee and neither party, alone or with a Third Party, shall have the right to develop a product for sale in the Field based upon such compound; provided, however, that if the compound demonstrates [*] [*] Omitted portions filed separately with the Securities and Exchange Commission. over any compound then in research or development or being marketed or sold under the collaboration, then, in such event, (a) all rights with respect to the use, manufacture, distribution for sale and sale of such compound shall revert to the Originating Party, except that, to the extent such compound has been jointly acquired through license, purchase or otherwise, both Parties will have the right to use, manufacture, distribute for sale and sell such compound on a nonexclusive basis, (b) to the extent legally permissible, all additional action reasonably necessary shall be taken by the Parties to assign all right, title and interest in and transfer possession and control of the regulatory filings and regulatory approvals relating to such compound and (c) the Originating Party shall be free to develop or grant licenses to Third Parties with respect to such compound. In the event that the Originating Party enters into an agreement with a Third Party pursuant to clause (c) hereof and such Third Party will use data generated during the Program, then the Originating Party shall provide in such agreement that such Third Party shall reimburse the non-Originating Party for the perceived value of such data, such value to be negotiated in good faith by MKG and Metasyn taking into account the financial contributions of both Parties to the generation of such data.
