Common use of Effect of Certain Terminations Clause in Contracts

Effect of Certain Terminations. Upon termination of this Agreement by Bayer pursuant to Section 9.2 or 9.4 or by Aegerion pursuant to Section 9.3, or with respect to each applicable product and country as to which termination occurs pursuant to Section 9.2 (the rights and obligations of the Parties as to the remaining products and countries in which termination under Section 9.2 has not occurred, being unaffected by such termination), all rights and licenses granted to Aegerion in Section 2 shall terminate with respect to each such terminated product and country, with all rights of Aegerion under Bayer Patent Rights for each such terminated product and country reverting to Bayer, and Section 2.2(b) shall apply to all Sublicensees in each such terminated country for each such terminated product. Further, upon any such termination and at Bayer’s reasonable request, on a country-by-country and product-by-product basis, Aegerion shall grant to Bayer a license to use, and shall provide to Bayer a copy of, all regulatory approvals, data, filings and correspondence (including DMFs) then in Aegerion’s Control relating to such product and applicable to such country, but only for the continued development and commercialization of such product in such country, and provided that (i) all such information shall be treated as Confidential Information of Aegerion hereunder, (ii) such license and use shall be subject to any rights of any Sublicensees that survive any such termination as contemplated by Section 2.2(b) and this Section 9 (including, if such Sublicensee is an exclusive sublicensee for such product in such country, then there shall not be any such license nor any provision of such information by Aegerion but such Sublicensee shall agree to be bound to Bayer in place of Aegerion for purposes of this sentence), and (iii) if such termination occurs after Aegerion or any of its Affiliates or Sublicensees has filed for an NDA or its foreign equivalent or has obtained regulatory approval or has made a First Commercial Sale for such product in such country, then Bayer shall pay to Aegerion commercially reasonable royalties in an amount to be agreed to by the Parties on sales of such product in such country to reflect the investment in and value contributed by Aegerion and its Affiliates and Sublicensees to the development and commercialization of such product.

Effect of Certain Terminations. Upon termination of this Agreement by Bayer CKD pursuant to Section 9.2 or 9.4 9A or by Aegerion Zafgen pursuant to Section 9.3, or with respect to each applicable product and country as to which termination occurs pursuant to Section 9.2 (the rights and obligations of the Parties as to the remaining products and countries in which termination under Section 9.2 has not occurred, being unaffected by such termination), all rights and licenses granted to Aegerion Zafgen in Section 2 shall terminate with respect to each such terminated product and country, with all rights of Aegerion Zafgen under Bayer CKD Patent Rights for each such terminated product and country reverting to BayerCKD, and Section 2.2(b) shall apply to all Sublicensees in each such terminated country for each such terminated product. Further, upon any such termination and at BayerCKD’s reasonable request, on a country-by-country and product-by-product basis, Aegerion Zafgen shall grant to Bayer CKD a license to use, and shall provide to Bayer CKD a copy of, all regulatory approvals, data, filings and correspondence (including DMFs) then in AegerionZafgen’s Control relating to such product and applicable to such country, but only for the continued development and commercialization of such product in such country, and provided that (i) all such information shall be treated as Confidential Information of Aegerion Zafgen hereunder, (ii) such license and use shall be subject to any ***Confidential Treatment Requested*** rights of any Sublicensees that survive any such termination as contemplated by Section 2.2(b) and this Section 9 (including, if such Sublicensee is an exclusive sublicensee for such product in such country, then there shall not be any such license nor any provision of such information by Aegerion Zafgen but such Sublicensee shall agree to be bound to Bayer CKD in place of Aegerion Zafgen for purposes of this sentence), and (iii) if such termination occurs after Aegerion Zafgen or any of its Affiliates or Sublicensees has filed for an NDA or its foreign equivalent or has obtained regulatory approval or has made a First Commercial Sale for such product in such country, then Bayer CKD shall pay to Aegerion Zafgen commercially reasonable royalties in an amount to be agreed to by the Parties on sales of such product in such country to reflect the investment in and value contributed by Aegerion Zafgen and its Affiliates and Sublicensees to the development and commercialization of such product.

Effect of Certain Terminations. Upon In the event of a termination of this Agreement by Bayer pursuant to Section 9.2 11.3, or 9.4 or termination by Aegerion Array pursuant to Section 9.311.2 or Section 11.4, or with respect to each applicable product and country as to which all [***] under this Agreement shall be deemed “Abandoned Products.” Promptly after termination occurs of this Agreement pursuant to Section 9.2 (11.3, or termination by Array pursuant to Section 11.2 or Section 11.4, Amgen shall assign and transfer to Array the rights and obligations regulatory filings pertaining to each Abandoned Product. Should Amgen have any inventory of the Parties Abandoned Products suitable for use in clinical trials, then Amgen and Array shall, upon request by Array, negotiate in good faith for Amgen to sell such inventory to Array (which sale would include an appropriate indemnity from Array for any liability resulting from use of such inventory). If any Abandoned Product is being commercialized as to of the remaining products and countries in which termination under Section 9.2 has not occurred, being unaffected by date of any such termination), all rights and licenses granted the Parties will agree upon a plan to Aegerion in Section 2 shall terminate with respect transition the commercialization of such Abandoned Product from Amgen to each such terminated product and countryArray as soon as reasonably practicable. To facilitate continued access to Product by existing patients, with all rights of Aegerion under Bayer Patent Rights for each such terminated product and country reverting to BayerAmgen (and, and Section 2.2(bif applicable, its Sublicensees) shall apply have the right, but not the obligation, to all Sublicensees in each continue to sell such terminated country for each such terminated product. Further, upon Abandoned Product after any such termination and at Bayer’s reasonable requestin countries where such Abandoned Product was sold prior to such termination (subject to the payment to Array of royalties on Net Sales on the terms set forth in this Agreement), provided however, that (i) such right shall terminate, on a country-by-country and product-by-product basis, Aegerion shall grant subject to Bayer a license to useAmgen’s ethical and safety obligations and compliance with Law, and shall provide to Bayer a copy of, all regulatory approvals, data, filings and correspondence upon the earlier of (including DMFsA) then in Aegerion’s Control relating to such product and applicable to such countryas soon as practicable, but only in no event later than thirty (30) days, after transfer of the Marketing Approval for the continued development and commercialization such Abandoned Product in such country to Array or (B) within ninety (90) days of such product time that Array or a sublicensee of Array begins to commercially sell such Abandoned Product in the applicable country and Amgen’s receipt of a notice thereof from Array (such countryperiod of time, and provided that (i) all such information shall be treated as Confidential Information of Aegerion hereunderthe “Post-Term Sales Period”), (ii) such license and use shall be subject to any rights of any Sublicensees that survive any such termination as contemplated by Section 2.2(b) and this Section 9 (including, if such Sublicensee is an exclusive sublicensee for such product in such country, then there Abandoned Product shall not be any sold at discounts greater than the discounts previously provided to such license nor any provision of such information by Aegerion but such Sublicensee shall agree to be bound to Bayer purchaser for the Abandoned Product in place of Aegerion for purposes of this sentence)the applicable country, and (iii) if Amgen agrees to cease, and shall use reasonable efforts to wind-down as quickly as reasonably practicable, its promotion and marketing of the Abandoned Product after termination of this Agreement. Upon request of Array following any such termination occurs after Aegerion of this Agreement by Array pursuant to Section 11.2 for Amgen’s material breach, by Array pursuant to Section 11.4, or any by Amgen pursuant to Section 11.3, Amgen shall reasonably cooperate with Array, as may be reasonably requested by Array, to put Array in contact with Third Party manufacturers that are as of its Affiliates or Sublicensees has filed for an NDA or its foreign equivalent or has obtained regulatory approval or has made a First Commercial Sale for such product in such country, then Bayer shall pay to Aegerion commercially reasonable royalties in an amount to be agreed to by the Parties on sales effective date of such product termination, manufacturing Abandoned Products for, and pursuant to a contract with, Amgen and reasonably cooperate in the transfer of manufacturing arrangements regarding Abandoned Products to Array (which may include, where reasonable and permitted by such country contractual arrangements, assignment to reflect the investment in and value contributed by Aegerion and its Affiliates and Sublicensees Array of contracts to the development and commercialization extent related to Abandoned Products). [ * ] = Confidential treatment of such productcertain 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.