Reversion-Based Consideration Sample Clauses

Reversion-Based Consideration. (1) In exchange for Arctic Vision’s obligations set forth in Sections 10.3(d)(iii) and 10.3(d)(iv) above, Eyenovia shall pay Arctic Vision milestones and/or royalties on sales of the Terminated Products on or after the effective date of termination by Eyenovia or any of its Affiliates or (sub)licensees. The Parties shall use good faith efforts to negotiate and agree upon commercially reasonable economic terms for such royalties and/or milestones, taking into account the circumstances of termination (including any breach of this Agreement by Arctic Vision) and then current stage of the applicable Terminated Product in the Territory (the “Reversion Terms”), within [ ] ([ ]) [ ] (or such longer period of time agreed by the Parties) following the effective date of termination. If the Parties are unable to agree on the Reversion Terms within such [ ] ([ ])-[ ] period (or such longer period agreed by the Parties), such dispute shall be finally resolved pursuant to the dispute resolution procedures set forth on Exhibit G pursuant to which the Expert (as defined therein) shall select the entirety of one Party’s proposed Reversion Terms to the extent reasonably practicable, taking into consideration the circumstances of termination (including, if applicable any uncured material breach of this Agreement by Arctic Vision or Eyenovia) and then current stage of the applicable Terminated Product(s) in the applicable Jurisdiction(s) of the Territory. Notwithstanding anything to the contrary, in the event the Reversion Terms are determined pursuant to Exhibit G and the Expert selects the Reversion Terms proposed by Arctic Vision, Eyenovia shall have the right, upon written notice to Arctic Vision given within [ ] ([ ]) [ ] of the final determination of the Reversion Terms pursuant to Exhibit G, to reject such terms. If Eyenovia provides such a written rejection within such time period, the licenses granted under Section 10.3(d)(iv) shall automatically terminate, Arctic Vision shall not have any obligations under Section 10.3(d)(iii), 10.3(d)(v), and 10.3(d)(vi), all assignments made to Eyenovia pursuant to Sections 10.3(d)(iii), 10.3(d)(v), and 10.3(d)(vi) shall be deemed null and avoid, and Eyenovia shall reimburse Arctic Vision for any reasonable, documented, out-of-pocket and internal expenses incurred by Arctic Vision with respect to the process set forth on Exhibit G that resulted in the selection of such Reversion Terms and any other reasonable, documented expenses ...