Reversion License Clause Samples

Reversion License. 13.6.2.1. Effective upon the date of termination of this Agreement in case of termination by Eureka pursuant to Section 13.3.1.1, 13.4 or 13.5 or termination by Licensee pursuant to Section 13.2, 13.3.1.2 or 13.4, subject to the terms of this Section 13.6.2, Licensee, on behalf of itself and its Affiliates, hereby grants (without any further subsequent action required on the part of Licensee or Eureka) to Eureka and its Affiliates, an irrevocable, perpetual, worldwide license, with the right to grant sublicenses through multiple tiers, under the Licensee Agreement Technology and Licensee’s interest in the Joint Agreement Technology to Exploit products anywhere in the world (the “Reversion License”), where, at Eureka’s election specified in a written notice to Licensee no later than 120 days after, as applicable, the date of Eureka’s notice of termination to Licensee pursuant to Section 13.3.1.1, 13.4 or 13.5 or the date of Eureka’s receipt of Licensee’s notice pursuant to Section 13.2, 13.3.1.2 or 13.4, the Reversion License will be either (i) non-exclusive, royalty-free and fully paid-up, or (ii) exclusive and, except if granted following Eureka’s termination pursuant to Section 13.3.1.1 or 13.5, royalty-bearing, provided that, in the event that Eureka fails to send such written notice to Licensee within such 120-day period, the Reversion License for the Licensee Agreement Technology and Licensee’s interest in the Joint Agreement Technology by default will be non-exclusive, royalty-free and fully paid-up. 13.6.2.2. If, in its written notice in accordance with Section 13.6.2.1, Eureka elects the Reversion License to be granted as an exclusive license as specified in the foregoing Section 13.6.2.1(ii), then, except if the Reversion License is granted following Eureka’s termination pursuant to Section 13.3.1.1 or 13.5, Eureka will make payments to Licensee based on Net Sales (defined mutatis mutandis for Eureka and its Affiliates and (sub)licensees) of the Licensed Products in the Field in the Licensee Territory by Eureka and its Affiliates and (sub)licensees in a given Calendar Year at the following rates: (a) if the termination occurs prior to Regulatory Approval in the United States of a first Licensed Product, [***]%, subject to a maximum royalty payment equal to the amount incurred by or on behalf of Licensee and its Affiliates in connection with the Development and Commercialization of such Licensed Product (excluding all payments to Eureka under this ...

Reversion License. Effective upon any of the events set forth in Section 2.13.1 with respect to a Lapsed Program, Celgene hereby grants to Vividion a non-exclusive, non-transferable (except as set forth in Section 2.4.4 or Section 12.4.1), worldwide right and license in the Field with the right to grant sublicenses, under Celgene’s rights in Celgene Collaboration Intellectual Property and Joint Collaboration IP, to Develop, Manufacture or Commercialize Program Compounds or Program Products under such Lapsed Program; provided that, for this purpose, “Celgene Collaboration Intellectual Property” means Celgene Collaboration Intellectual Property only to the extent that it is actually used in such Lapsed Program prior to the applicable reversion set forth in this Section 2.13 and in no case includes any Celgene CCB Program IP; provided further that the foregoing license under this Section 2.13.2 shall be exclusive (even as to Celgene except as provided in an executed Development & Commercialization Agreement) with respect to the applicable Lapsed Program to the extent of claims within the Patents included in the Celgene Collaboration Intellectual Property and Joint Collaboration IP that Cover a composition of matter of any Program Compound or Program Product in such Lapsed Program. Vividion shall not owe royalties or milestones with respect to any license in this Section 2.13.2, but Vividion shall be solely responsible for any payments owed by Celgene to any Third Party licensors of Celgene Collaboration Intellectual Property or Joint Collaboration IP, and shall be responsible for complying with the terms of any license agreements with such third Party licensors, in either case, directly related to Vividion’s exercise of such licenses.

Reversion License. In the event of termination of this Agreement prior to the expiration of the Term by ObsEva pursuant to Section 13.2 or Section 13.3 or by Organon pursuant to Section 13.4(b), Organon shall, and hereby does, grant to ObsEva, effective on the effective date of termination, [*] (the license grants under clauses (i) and (ii), the “Reversion Licenses”). In all cases, the Reversion Licenses exclude [*]. The royalty(ies) to be paid under the Reversion Licenses shall be commercially reasonable taking into account the relative value of the Organon Improvement Technology and the Organon Technology. If the Parties are unable to agree upon such commercially reasonable royalty(ies) within [*] days after the effective date of termination (or such longer period as the Parties may agree) (“Reversion Royalty Dispute”), the Reversion Royalty Dispute shall be resolved in accordance with Section 14.3. With respect to any Organon Technology that is licensed by Organon from Third Parties, (A) Organon shall notify ObsEva (which notice shall describe the terms and conditions of the Third Party [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ​ ​ agreement that are applicable to the grant to ObsEva of the Reversion License under such Organon Technology or to the exercise of such Reversion License by ObsEva or any of its Affiliates or sublicensees, including payment terms), (B) ObsEva shall be responsible for (x) making any payments (including royalties, milestones and other amounts) that are payable by Organon to the Third Parties under any Third Party agreements with respect to and allocable to the Organon Technology that is the subject of such Reversion License by making such payments directly to Organon and, in each instance, ObsEva shall make the requisite payments to Organon and provide the necessary reporting information to Organon in sufficient time to enable Organon to comply with its obligations under such Third Party agreements (provided Organon has notified ObsEva of such obligations), and (y) complying with any other obligations included in such Third Party agreements that are applicable to the grant to ObsEva of the Reversion License under the applicable Organon Technology or to the exercise of such Reversion License by ObsEva or any of its Affiliates or sublicensees (provided Organon has notified ObsEva of ...

Reversion License. In the event of a termination of the License Agreement by the Company that is permitted hereunder, or a termination thereof by Sobi, the Company shall, and shall cause the applicable Company Entities to exercise its rights to obtain the “Reversion License” (as defined in the License Agreement) and enforce any of its rights under the terminated License Agreement that survive the termination or expiration thereof. In the event that, following entry into of a Reversion License, any of the Company Entities enters into any sale, license, transfer or other disposition agreement with a third party that provides for the development and commercialization of SEL-212 (a “New Applicable Agreement”), the Company shall, and shall cause the applicable Company Entities to, comply with the provisions of this CVR Agreement in connection with the License Agreement, as the case may be, and references herein to the License Agreement shall be deemed to be references to the substitute New Applicable Agreement thereto, and the Company’s rights and obligations under this CVR Agreement in respect of the License Agreement (including with respect to Distributions of any payments made thereunder to the Holders of CVRs) shall apply in respect of its rights and obligations under the New Applicable Agreement, mutatis mutandis; provided that any references herein to milestones payable under specific sections of the License Agreement shall instead apply more generally to any milestones payable under the New Applicable Agreement (without reference to specific sections), and without any further actions required to amend this CVR Agreement.

Reversion License. Effective as of the date of expiration of the Wind-down Period, Licensee hereby grants (without any further action required on the part of Licensor) to Licensor, a royalty-free, fully paid, exclusive, worldwide, irrevocable, perpetual license, with the right to grant sublicenses through multiple tiers, under the Reversion Technology (including all Improvements), solely to Develop, Manufacture, and Commercialize Licensed Products throughout the world (the “Reversion License”). In the case of Combination Products, the Reversion License will not extend to [***]. In addition, if the Reversion Technology includes Third Party Technology, then no later than [***] after the effective date of the termination, Licensee shall notify Licensor in writing (a “Third Party Technology Notice”), including a description of such Third Party Technology and of all Pass-Thru Obligations owing to the applicable Third Party Licensor with respect to such Third Party Technology (as such terms are defined in Section 2.8 above). The Third Party Technology Notice shall be accompanied by a copy of the relevant license or other agreement with the applicable Third Party Licensor, [***] (such license or other relevant agreement, the “Third Party Technology Reversion Agreement”). Any dispute between the Parties regarding the Pass-Thru Obligations shall be determined pursuant to Section 12.11 below. To the extent Licensor wishes to receive a license to such Third Party Technology for use in connection with the Development, Manufacture or Commercialization of Licensed Products throughout the world, it shall so notify Licensee in writing (such notice, the “Reversion In-License Notice”). Upon receipt of the Reversion In-License Notice, Licensee shall grant (and hereby grants) a license or sublicense under the Third Party Technology to Licensor to use and exploit the same in connection with the Development, Manufacture or Commercialization of Licensed Products in such territories to which Licensee has such rights with respect to Licensed Products, subject to the same limitations and restrictions as apply to such use by Licensee in such territories under the Third Party Technology Reversion Agreement (the “Pass-Thru Reversion License”). If requested by Licensor, Licensee and Licensor shall prepare in good faith and promptly execute a written agreement codifying the terms of the Pass-Thru Reversion License, or as mutually agreed, work to put in place a separate agreement between the applicable Thi...

Reversion License. Pfizer will grant to Renovis an exclusive, worldwide license, including the right to grant sublicenses, to manufacture, use, sell, offer for sale and import Reversion Products under all Pfizer’s rights in the Program Patent Rights or Pfizer Patent Rights that claim the composition of matter or method of use of the active ingredients of the Reversion Products.

Reversion License. Effective upon the event set forth in Section 2.15.1 with respect to an E3 Ligase Binder Ligand, Celgene hereby grants to Vividion a non-exclusive, worldwide right and license in the Field with the right to grant sublicenses (subject to Section 5.1.4), under Celgene’s rights in Celgene Collaboration Intellectual Property and Joint Collaboration IP, to Develop, Manufacture or Commercialize Binder Program Products associated with such E3 Ligase Binder Ligand; provided that, for this purpose, “Celgene Collaboration

Reversion License. (a) Each of Purchaser and the Company hereby grants, effective as of the Reversion Event Date, to Seller, without further action needed by any party, an exclusive, royalty-free, assignable, worldwide license, with the right to sublicense through multiple tiers of sublicense, under the Acquired IP Rights owned or controlled by Purchaser or any of its Affiliates (including the Company), to Exploit the Product and any Developed Product, subject to any Third Party rights in or to the Acquired IP Rights, the Product and Developed Products (the “Reversion License”). (b) Purchaser and the Company will execute all documents and take, or cause to be taken, all such further actions as may be reasonably requested by Seller in order to give effect to this Section 6.17. The Parties acknowledge that certain additional activities may be required in order to facilitate a transition of the Product or Developed Product(s) from Purchaser (or its Affiliates, including the Company) to Seller, including with respect to the transfer of certain regulatory approvals and regulatory materials, Third Party agreements, and trademarks, in each case, solely to the extent exclusively used in connection with the Product or Developed Product(s). The Parties agree, if required by Seller no later than [***] days after the Reversion Event Date, to discuss and negotiate in good faith an agreement providing for such activities, to the extent applicable. (c) Notwithstanding the foregoing, Seller shall have the right to refuse the Reversion License, in its sole discretion, or to terminate the Reversion License at any time upon [***] days’ prior written notice to Purchaser. For clarity, all sales, dispositions, and other activities and results with respect to the Product and any and all Developed Products under the Reversion License shall be excluded for all purposes under this Agreement, including being excluded from Net Sales, Contingent Payments payable hereunder and Purchaser’s diligence obligations under Section 2.07(h), and no Contingent Payment will become due hereunder as a result of any Development, manufacture, Commercialization, Exploitation, license, sublicense, transfer, assignment or other disposition of any Product or Developed Product under the Reversion License. (d) All rights and licenses granted under or pursuant to this Section 6.17 are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code and other similar laws in any jurisd...

Reversion License. (a) Sarepta, on behalf of itself and its Affiliates, hereby grants and agrees to grant (without any further subsequent action required on the part of Arrowhead) to Arrowhead and its Affiliates, an [***] license (terminable for Arrowhead’s violation of the scope of such license) under the Sarepta Licensed Technology existing as of the effective date of termination hereof [***] in each case to Develop, Manufacture, Commercialize, or otherwise Exploit the applicable Terminated Products in the Field [***] that are or have been the subject of Development or Commercialization hereunder as of the effective date of termination (in the form such Terminated Products exist as of the effective date of termination), [***] (such Patent Rights and Know-How, the “Reversion Technology” and such license, a “Reversion License”). [***] (b) Arrowhead will have the right (but not the obligation) to assume, at its cost and expense, (i) the sole responsibility for the Prosecution and Maintenance of the Sarepta Arising LC/LP Patent Rights and Joint Arising Patent Rights [***] Covering solely the Terminated Products that are included within the Reversion Technology under a Reversion License, and (ii) the sole right to take any action to enforce any such Sarepta Arising LC/LP Patent Rights and Joint Arising Patent Rights in connection with any Competitive Infringement of the Terminated Products [***].