Common use of Customer Agreements Clause in Contracts

Customer Agreements. Upon the completion of the rights and obligations defined in this Section 13.5, at the written request of Arena, Eisai shall assign to Arena or its designee any Third Party distribution agreements and Sublicense agreements that solely relate to the Products, to the extent permitted under each such agreement. In the event such assignment is not requested by Arena or is not permitted under any such agreement, then the rights of such Third Party with respect to each Product shall terminate upon termination of Eisai’s rights with respect thereto. Eisai shall use its good faith efforts to include provisions requiring compliance with the foregoing provision in the agreements with applicable Third Parties.

Customer Agreements. Upon the completion of the rights and obligations defined in this Section 13.513.2, at the written request of Arena, Eisai shall assign to Arena or its designee any Third Party distribution agreements and Sublicense agreements that solely relate to the Products, to the extent permitted under each such distribution agreement. In the event such assignment is not requested by Arena or is not permitted under any such distribution agreement, then the rights of such Third Party with respect to each Product shall terminate upon termination of Eisai’s rights with respect thereto. Eisai shall use its good faith efforts to include provisions requiring compliance with the foregoing provision in the agreements with applicable Third Parties. Notwithstanding the foregoing, in the event that Eisai terminates this Agreement pursuant to Section 12.2(a)(ii) or Section 12.2(a)(iii), Eisai shall have no obligations under this Section 13.2(f) unless and until the Parties agree upon commercially reasonable terms with respect to Eisai’s assignment to Arena or its designee of the Third Party distribution agreements that solely relate to the Products in the Territory.

Customer Agreements. Upon the completion of the rights and obligations defined in this Section 13.513.2, at the written request of Arena, Eisai shall assign to Arena or its designee any Third Party distribution agreements and Sublicense agreements that solely relate to the Products, to the extent permitted under each such distribution agreement. In the event such assignment is not requested by Arena or is not permitted under any such distribution agreement, then the rights of such Third Party with respect to each Product shall terminate upon termination of Eisai’s rights with respect thereto. Eisai shall use its good faith efforts to include provisions requiring compliance with the foregoing provision in the agreements with applicable Third Parties. Notwithstanding the foregoing, in the event that Eisai terminates this Agreement pursuant to Section 12.2(b) or Section 12.2(c), Eisai shall have no obligations under this Section 13.2(f) unless and until the Parties agree upon commercially reasonable terms with respect to Eisai’s assignment to Arena or its designee of the Third Party distribution agreements that solely relate to the Products in the Territory.

Customer Agreements. Upon the completion of the rights and obligations defined in this Section 13.513.2, at the written request of Arena, Eisai shall assign to Arena or its designee any Third Party distribution agreements and Sublicense agreements that solely relate to the Products, to the extent permitted under each such distribution agreement. In the event such assignment is not requested by Arena or is not permitted under any such distribution agreement, then the rights of such Third Party with respect to each Product shall terminate upon termination of Eisai’s rights with respect thereto. Eisai shall use its good faith efforts to include provisions requiring compliance with the foregoing provision in the agreements with applicable Third Parties.. Notwithstanding the foregoing, in the event that Eisai terminates this Agreement pursuant to Section 12.2(a)(ii) or Section 12.2(a)(iii), Eisai shall have no obligations under this Section 135 Confidential