Product Reversion. In the event that Biogen Idec fails to use Commercially Reasonable and Diligent Efforts to develop and commercialize a Co-Funded Product pursuant to Article 9 or in the event that Sunesis terminates this Agreement pursuant to Section 14.2 for Biogen Idec’s breach, pursuant to Section 14.3 for Biogen Idec’s bankruptcy or in the event that Biogen Idec terminates this Agreement pursuant to Section 14.4 for convenience, Sunesis shall have the right to assume the development and commercialization of such Co-Funded Product, subject to the terms and conditions of this Section 3.5, upon notice to Biogen Idec. Upon effective date of such notice from Sunesis, such Co-Funded Product shall be designated a “Reverted Product”, the terms set forth in Section 1 of Exhibit 3.5 attached hereto shall thereafter apply, and Sunesis shall pay royalties to Biogen Idec as provided under 7.6.2 on Net Sales of such Reverted Product by Sunesis.
Product Reversion. In the event Gilead terminates this Agreement pursuant to Section 9.3 above, or Roche terminates this Agreement pursuant to Section 9.6, all licenses granted to Roche under Section 2.1 hereof shall terminate, all rights to Products shall automatically revert to Gilead, and Roche shall cooperate with Gilead in all respects to effect the prompt and efficient transfer to Gilead of Product development and marketing activities. In the event of such termination, Roche hereby assigns to Gilead all right, title and interest in and to all regulatory filings and approvals pertaining to Products. In addition, contingent upon such termination, Roche hereby grants to Gilead an exclusive, royalty-free license under the Roche Patents and the Roche Know-How which are necessary or useful for the manufacture, use or sale of the Product(s) as such product(s) exist as of the date of termination. Gilead's rights to practice such Roche technology shall be limited exclusively to the purpose of development and commercialization of products that would be Products hereunder. If Roche terminates its rights in one or more countries under Section 9.6, or loses its rights in one or more countries pursuant to Section 4.2, this Section 9.5 shall apply only in the countries in which such termination is effective. If such termination occurs on less than a worldwide basis, Roche shall (i) supply the requirements of Gilead or its subsequent licensee for Product (in bulk or finished form), or intermediates of such Product, at Roche's Cost of Goods Sold, so long as Roche manufactures or procures the Product or intermediate for its own account, and (ii) at Gilead's request, assist reasonably in the transfer of manufacturing processes to new suppliers. If such termination occurs on a worldwide basis, then Roche shall (i) provide such supply, to the extent it had established it for its own account prior to such termination, and (ii) at Gilead's request, assist reasonably in
Product Reversion. This Section 12.5(d) shall apply for any early termination of this Agreement other than in the event Ascletis maintains its license in accordance with Section 12.5(b).
Product Reversion. Subject to Section 2.5(b), upon termination of this Agreement, Century shall negotiate in good faith with CDI for a period not to exceed sixty (60) days from the effective date of termination the terms and conditions of an agreement under which Century will transfer the development, manufacture and Commercialization of the Licensed Products to CDI, including a license under any Regulatory Documentation, Know-How and Patent Rights developed or used by Century in the development, manufacture and Commercialization of the Licensed Products within the Field in the Territory. If the Parties fail to agree on such terms and conditions and execute such an agreement within such sixty (60)-day period, then Century shall have no obligations to transfer any such items or grant a license under any such Regulatory Documentation, Know-How or Patent Rights.
Product Reversion. Upon termination of this Agreement by Advaxis pursuant to Section 11.2 or by OST pursuant to Section 11.4, within sixty (60) days following the effective date of termination, the parties shall negotiate in good faith, and shall enter into, an agreement with commercially reasonable financial terms under which OST will transfer the Research, Development, manufacture and commercialization of the Licensed Products to Advaxis, including a license under the Know-How and Patents Controlled by OST that are necessary or useful in the Research, Development, manufacture and commercialization of the Licensed Products, and the transfer of all data (including all data obtained by or on behalf of COG in connection with the COG Study), results, inventory or Licensed Product, Regulatory Filings and other regulatory materials related to the Research, Development, manufacture and commercialization of the Licensed Products.
Product Reversion. In the event USGN terminates this Agreement for a material breach by Kidde as provided in Section 7.3 or upon the filing by or against Kidde of a bankruptcy event as provided in Section 7.4, all licenses granted to Kidde under Section 2.1 hereof shall terminate, all rights to Products shall automatically revert to USGN. Kidde shall use commercially reasonable efforts to effect the transfer to USGN of Product development, manufacturing and marketing activities. If Kidde loses its rights in one or more channels or markets pursuant to Section 5.6, this Section 7.8 shall apply only in the countries in which such termination is effective. If such termination occurs on a worldwide basis, then Kidde shall (i) provide such supply of Products until its inventory of Products is depleted in exchange for reimbursement of Kidde's cost of goods sold with respect to the supply.
Product Reversion. Upon termination of this Agreement for any reason, except as described in Section 15.9 below, the following provisions shall apply:
Product Reversion. Upon termination of this Agreement by Licensee pursuant to Section 10.02 other than for a Safety Issue, or upon termination of this Agreement by MSD pursuant to Section 10.03, the following provisions will apply:
Product Reversion. Upon termination by CytomX pursuant to Section 13.2 or by Astellas pursuant to Section 13.3.5, in each case only with respect to the Initial Target or any other Collaboration Target that was nominated by CytomX pursuant to a request from Astellas that CytomX nominate a Collaboration Target in accordance with Section 3.1 (and, for the avoidance of doubt, only with respect to the applicable terminated countries if the termination is limited to certain countries) (a “Reversion Product”), within [***] days after the effective date of such termination, [***]:
Product Reversion. Astellas will, at PTI’s expense, (A) assign to PTI any Regulatory Filings and clinical data relating to any Reverted Products in the Reverted Territory, (B) at PTI’s request, assign to PTI any agreements with Third Parties (such as CRO and CMO agreements) that relate exclusively to such Reverted Products (or, in the case of termination by Astellas with respect to a Licensed Product in some but not all countries in the Territory, make other arrangements to provide PTI with the benefit of such agreements with respect to such Reverted Product in its Reverted Territory), (C) at PTI’s request, provide other commercially reasonable assistance necessary to permit PTI to Develop or Commercialize such Reverted Products in the Reverted Territory, including by transitioning to PTI the information described in clause (A).
