Common use of Commercialization Clause in Contracts

Commercialization. To avoid a disruption in the supply of Excluded Products to patients, if the Agreement is terminated after the first commercial sale of any Excluded Product in the Territory, Cephalon, its Affiliates and its Marketing Partners shall continue to distribute the Excluded Products in each country of the Territory for which Marketing Approval therefor has been obtained, in accordance with the terms and conditions of this Agreement, during the Wind-down Period; provided that Cephalon, its Affiliates and its Marketing Partners shall cease such activities, or any portion thereof, in a given country upon sixty (60) days’ notice by Angioblast requesting that such activities (or portion thereof) be ceased. Notwithstanding any other provision of this Agreement, during the Wind-down Period, Cephalon’s and its Affiliates’ and Marketing Partners’ rights with respect to the Excluded Products in the Territory shall be non-exclusive and, without limiting the foregoing, Angioblast shall have the right to engage one or more other distributor(s) and/or licensee(s) of any Excluded Products in all or part of the Territory. Any Excluded Products sold or disposed by Cephalon in the Territory during the Wind-down Period shall be subject to applicable payment obligations under ARTICLE VI above. Within thirty (30) days of expiration of the Wind-down Period, Cephalon shall, upon the request of Angioblast, transfer to Angioblast or its designee, all Excluded Products or BMT MPCs (if applicable) in its inventory at the provisional transfer price therefor (as set forth in Paragraph 2(c) of Exhibit 6.3).

Commercialization. To avoid a disruption in the supply of Excluded Products to patients, if the Agreement is terminated after the first commercial sale of any Excluded Product in the Territory, Cephalon, its Affiliates and its Marketing Partners shall continue to distribute the Excluded Products in each country of the Territory for which Marketing Approval therefor has been obtained, in accordance with the terms and conditions of this Agreement, during until the date on which Angioblast notifies Cephalon in writing that Angioblast has secured an alternative distributor or licensee for the Products in such country, but in no event more for than twenty-four (24) months after the effective date of any termination of this Agreement, in whole or in part (the “Wind-down Period”); provided that Cephalon, its Affiliates and its Marketing Partners shall cease such activities, or any portion thereof, in a given country upon sixty (60) days’ notice by Angioblast requesting that such activities (or portion thereof) be ceased. Notwithstanding any other provision of this Agreement, during the Wind-down Period, Cephalon’s and its Affiliates’ and Marketing Partners’ rights with respect to the Excluded Products in the Territory shall be non-exclusive and, without limiting the foregoing, Angioblast shall have the right to engage one or more other distributor(s) and/or licensee(s) of any Excluded Products in all or part of the Territory. Any Excluded Products sold or disposed by Cephalon in the Territory during the Wind-down Period shall be subject to applicable payment obligations under ARTICLE VI above. Within thirty (30) days of expiration of the Wind-down Period, Cephalon shall, upon the request of Angioblast, transfer to Angioblast or its designee, all Excluded Products or and BMT MPCs (if applicable) in its inventory at the provisional transfer price therefor (as set forth in Paragraph 2(c) of Exhibit 6.3).

Commercialization. To avoid a disruption in the supply availability of Excluded Products Product to patients, if the this Agreement is terminated after the first commercial sale First Commercial Sale of any Excluded the Product in the Partner Territory, CephalonPartner, its Affiliates and its Marketing Partners Sublicensees shall continue to distribute the Excluded Products in each country of the Territory for which Marketing Approval therefor has been obtainedProduct, in accordance with the terms and conditions of this Agreement, during in the Partner Territory for which Regulatory Approval therefor has been obtained, until eighteen (18) months after the date on which Bioprojet notifies Partner in writing that Bioprojet has secured an alternative distributor or licensee for the Product in the Partner Territory, but in no event more for than thirty six (36) months after the effective date of any termination of this Agreement (the “Wind-down Period”); provided that CephalonPartner, its Affiliates and its Marketing Partners Sublicensees shall cease such activities, or any portion thereof, in a given country the Partner Territory upon sixty (60) calendar days’ prior written notice by Angioblast Bioprojet requesting that such activities (or portion thereof) be ceased. Notwithstanding any other provision of this Agreement, during the Wind-down Period, CephalonPartner’s and its Affiliates’ and Marketing Partnersand, subject to Section 14.2(f) below, Sublicensees’ rights with respect to the Excluded Products Product (including the Product Trademarks) in the Partner Territory shall be non-exclusive and, without limiting the foregoing, Angioblast Bioprojet shall have the right to engage one or more other distributor(s) and/or licensee(s) of any Excluded Products the Product in all or part of the TerritoryPartner Territory and Partner shall not have any obligation to incur additional costs to distribute the Product. Any Excluded Products Product sold or disposed by Cephalon Partner, its Affiliates and, subject to Section 14.2(f) below, its Sublicensees in the Partner Territory during the Wind-down Period shall be subject to applicable payment obligations under ARTICLE VI Article 6 above. Within thirty (30) calendar days of after expiration of the Wind-down Period, Cephalon shallPartner shall notify Bioprojet of any quantity of the Product remaining in Partner’s inventory and Bioprojet shall have the option, upon notice to Partner, to repurchase any such quantities of the request of Angioblast, transfer to Angioblast or its designee, all Excluded Products or BMT MPCs (if applicable) in its inventory Product from Partner at the provisional transfer price therefor (as set forth in Paragraph 2(c) of Exhibit 6.3)paid by Partner for such Product.

Commercialization. To avoid a disruption in PAC and its Affiliates and sublicensees shall continue, to the supply extent that PAC and its Affiliates and sublicensees continue to have stocks of Excluded Products usable forest carbon Product, to patients, if the Agreement is terminated after the first commercial sale of any Excluded fulfill orders received from customers for Product in the TerritoryField in the Territory or from any other agent until up to 180 days after the later of (A) the date on which PEM notifies PAC in writing that PEM intends to Commercialize such Product or has secured an alternative distributor or licensee for the Product and (B) PAC has initiated transition of the MXXx and Marketing Approvals for Product in the Field in the Territory to PEM or such distributor or licensee, Cephalonbut in no event for more for than 12 months after the date of notice of termination. For Product sold by PAC after the effective date of a termination (i.e., after the expiration of the applicable termination notice period), the profit-or-loss provisions in Section 6.3 shall continue to apply. Notwithstanding the foregoing, PAC and its Affiliates and its Marketing Partners shall continue to distribute the Excluded Products in each country of the Territory for which Marketing Approval therefor has been obtained, in accordance with the terms and conditions of this Agreement, during the Wind-down Period; provided that Cephalon, its Affiliates and its Marketing Partners sublicensees shall cease such activities, or activities in the Territory upon 60 days written notice given by PEM at any portion thereof, in time after the effective date of a given country upon sixty (60) days’ notice by Angioblast termination requesting that such activities (or portion thereof) be ceasedcease. Notwithstanding any other In the case of a termination of this Agreement in its entirety, within 30 days after PEM has given notice to PAC requesting the cessation of activities pursuant to the provision of this AgreementSection, during PAC shall notify PEM of an estimate of the Wind-down Period, Cephalon’s quantity of Product and its Affiliates’ shelf life remaining in PAC’s inventory and Marketing Partners’ rights with respect to the Excluded Products in the Territory shall be non-exclusive and, without limiting the foregoing, Angioblast PEM shall have the right to engage one or more other distributor(s) and/or licensee(s) purchase any such quantities of any Excluded Products in all or part of Product from PAC at a price mutually agreed by the TerritoryParties. Any Excluded Products sold or disposed by Cephalon in To the Territory extent PEM does not purchase such quantities, PAC may sell such quantities during the Wind-down Period shall be subject to applicable payment obligations under ARTICLE VI above. Within thirty (30) 180 days after the effective date of expiration of such termination within the Wind-down Period, Cephalon shall, upon the request of Angioblast, transfer to Angioblast or its designee, all Excluded Products or BMT MPCs (if applicable) in its inventory at the provisional transfer price therefor (as set forth in Paragraph 2(c) of Exhibit 6.3)shelf life remaining for Product.

Commercialization. To avoid a disruption in the supply of Excluded Products to patients, if the Agreement is terminated after the first commercial sale of any Excluded Product in the Territory, Cephalon, its Affiliates and its Marketing Partners shall continue to distribute the Excluded Products in each country of the Territory for which Marketing Approval therefor has been obtained, in accordance with the terms and conditions of this Agreement, during until the date on which Angioblast notifies Cephalon in writing that Angioblast has secured an alternative distributor or licensee for the Products in such country, but in no event more for than twenty-four (24) months after the effective date of any termination of this Agreement, in whole or in part (the “Wind-down Period”); provided that Cephalon, its Affiliates and its Marketing Partners shall cease such activities, or any portion thereof, in a given country upon sixty (60) days’ notice by Angioblast requesting that such activities (or portion thereof) be ceased. Notwithstanding any other provision of this Agreement, during the Wind-down Period, Cephalon’s and its Affiliates’ and Marketing Partners’ rights with respect to the Excluded Products in the Territory shall be non-exclusive and, without limiting the foregoing, Angioblast shall have the right to engage one or more other distributor(s) and/or licensee(s) of any Excluded Products in all or part of the Territory. Any Excluded Products sold or disposed by Cephalon in the Territory during the Wind-down Period shall be subject to applicable payment obligations under ARTICLE VI above. Within thirty (30) days of expiration of the Wind-down Period, Cephalon shall, upon the request of Angioblast, transfer to Angioblast or its designee, all Excluded Products or and BMT MPCs (if applicable) in its inventory at the provisional transfer price therefor (as set forth in Paragraph 2(c) 2 of Exhibit 6.3).

Commercialization. To avoid a disruption in the supply of Excluded Products to patients, if the Agreement is terminated after the first commercial sale of any Excluded Product in the Territory, Cephalon, its Affiliates and its Marketing Partners shall continue to distribute the Excluded Products in each country of the Territory for which Marketing Approval therefor has been obtained, in accordance with the terms and conditions of this Agreement, during the Wind-down Period; provided that Cephalon, its Affiliates and its Marketing Partners shall cease such activities, or any portion thereof, in a given country upon sixty (60) days’ notice by Angioblast requesting that such activities (or portion thereof) be ceased. Notwithstanding any other provision of this Agreement, during the Wind-down Period, Cephalon’s and its Affiliates’ and Marketing Partners’ rights with respect to the Excluded Products in the Territory shall be non-exclusive and, without ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. limiting the foregoing, Angioblast shall have the right to engage one or more other distributor(s) and/or licensee(s) of any Excluded Products in all or part of the Territory. Any Excluded Products sold or disposed by Cephalon in the Territory during the Wind-down Period shall be subject to applicable payment obligations under ARTICLE VI above. Within thirty (30) days of expiration of the Wind-down Period, Cephalon shall, upon the request of Angioblast, transfer to Angioblast or its designee, all Excluded Products or BMT MPCs (if applicable) in its inventory at the provisional transfer price therefor (as set forth in Paragraph 2(c) of Exhibit 6.3).

Commercialization. To avoid a disruption in the supply of Excluded Products Product to patients, if the Agreement is terminated after the first commercial sale of any Excluded Product in the Territory[***], CephalonNovartis, its Affiliates and its Marketing Partners Sublicensees shall continue to distribute (but for the Excluded Products avoidance of doubt, shall have no obligation to promote or market) the Product in each country of the Territory for in which Marketing Approval therefor has been obtainedit is being distributed, in accordance with the terms and conditions of this Agreement, during until the date on which Array notifies Novartis in writing that Array has secured an alternative distributor or licensee for the Product in such country, but in no event for more than [***] after the effective date of any termination of this Agreement (the “Wind-down Period”); provided that CephalonNovartis, its Affiliates and its Marketing Partners Sublicensees shall cease such activities, or any portion thereof, in a given country upon sixty (60) days’ notice by Angioblast Array requesting that such activities (or portion thereof) be ceased. Notwithstanding any other provision of this Agreement, during the Wind-down Period, Cephalon’s Novartis’ and its Affiliates’ and Marketing PartnersSublicensees’ rights with respect to the Excluded Array Compound and the Products in the Territory shall be non-exclusive and, without limiting the foregoing, Angioblast Array shall have the right to engage one or more other distributor(s) and/or licensee(s) of any Excluded Products Product in all or part of the Territory. Any Excluded Products Product sold or disposed by Cephalon Novartis in the Territory during the [ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 69 Wind-down Period shall be subject to applicable payment obligations under ARTICLE VI Articles 8 and 9 above. Within thirty (30) days of expiration of the Wind-down Period, Cephalon shall, upon the request of Angioblast, transfer to Angioblast or its designee, all Excluded Products or BMT MPCs (if applicable) in its inventory at the provisional transfer price therefor (as set forth in Paragraph 2(c) of Exhibit 6.3).