Common use of Reverse Royalty Clause in Contracts

Reverse Royalty. If this Agreement is terminated in its entirety or with respect to a Terminated Program, and in connection therewith, AbbVie grants to Licensor a license pursuant to Section 12.8, in consideration of the licenses granted and other consideration provided to Licensor pursuant to Section 12.8, if Licensor continues the Development and Commercialization of a Terminated Product that was the subject of the PoC Trial or a Phase III Clinical Study Conducted by AbbVie, Licensor shall pay AbbVie a royalty of [***] on Net Sales of such Terminated Product during the Reverse Royalty Term for such Terminated Product. For purposes of this Section 12.10 and Section 12.8.1(d) above, the definition of “Net Sales,” and Sections 6.5.4 and 6.6 through 6.17 shall apply mutatis mutandis to the calculation, payment, recording, and auditing of Licensor’s obligations to pay royalties under this Section 12.10 and Section 12.8.1(d) above as they apply to AbbVie and, solely for such purpose, each reference in each such Section (and any related definitions) to (i) AbbVie shall be deemed to be a reference to Licensor, and (ii) a Sublicensee shall be deemed to be a reference to a licensee or sublicensee of Licensor or its Affiliates.