Common use of Reversion Right Clause in Contracts

Reversion Right. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that (i) Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) breaches any of its obligations set forth in Section 1.02(a) (or a breach of Section 4.06(a) with respect to a Milestone Payment), Section 1.05 (solely with respect breaches occurring prior to the First Commercial Sale) or Section 1.06, which breach remains uncured at (or is not capable of being cured by) 5:00 p.m., Eastern Time, on the forty-fifth (45th) day following written notice of such breach to Purchaser (or the applicable Payment Obligor) by Seller, or (ii) Purchaser (or any person who becomes a Payment Obligor pursuant to Section 1.06) discontinues the Exploitation of the Compound or any Product prior to the payment to Seller of Milestone Payments in an amount equal to the Milestone Payment Cap, upon written notice (the “Reversion Notice”) to Purchaser (or the applicable Payment Obligor) by Seller (which Reversion Notice may (or may not) be provided by Seller in its sole discretion), Purchaser (or the applicable Payment Obligor) shall, and shall cause its applicable affiliates (including the Company) (Purchaser, any such Payment Obligor and their respective affiliates that own or otherwise hold any rights, interests or assets to be conveyed in the Reversion, each, a “Reversion Seller”) to, as promptly as practicable (but in any event with ninety (90) days of the Reversion Notice), sell, convey, transfer, assign and deliver, without consideration other than Seller or its designated affiliates’ assumption of the Reversion Assumed Liabilities, to Seller or its designated affiliates’, free and clear of all Liens other than Permitted Liens, all of the Reversion Sellers’ right, title and interest in or to, as of the date of the Reversion Notice, all of the following (as elected by Seller) (collectively, the “Reversion Assets”): (A) all rights and assets assigned or contributed to the Company by Seller or any of its affiliates pursuant to this Agreement or any Ancillary Agreement, (B) all Drug Approval Applications and related regulatory and safety documents and data with respect to the Compound or any Product, (C) all inventories of Products, and (D) all rights and assets to the extent assignable (including Intellectual Property, Contracts and Permits) developed or acquired (including by license) by a Reversion Seller after the Closing Date that are used primarily for or that are used in and material to the Exploitation of the Compound or the Products (the “Reversion”). For the avoidance of doubt, in no event shall the Reversion Assets include, or the Reversion result in the transfer of, any shares of capital stock of, or any other Equity Interest in, the Company to Seller or any of its affiliates.

Reversion Right. (a) Notwithstanding anything to the contrary contained in this Agreement, in In the event that (ia) Purchaser DSG ceases all Development of Licensed Compounds and Licensed Products in the Field in the Territory (or any person who becomes a Payment Obligor the funding thereof) with no plans to resume such Development (it being understood that the level of effort directed to such Development may change over time and may include reasonable periods where Development is temporarily de-prioritized or otherwise temporarily suspended), or (b) DSG notifies RSG in writing of its intention to proceed in the manner set forth in clause (a), then, RSG may elect to have all or part of the rights, title and interests granted to DSG pursuant to Section 1.062 of this Assignment and Assumption Agreement, together with any or all of the Licensee Patents and Licensee Know-How, Improvements, Regulatory Documentation, any licenses covering Third Party Patent Rights, and agreements with subcontractors for, and any or all other property or assets primarily relating to, the Licensed Compounds and Licensed Products in the Field in the Territory that DSG Controls as of such time, assigned to RSG and its successors and assigns and DSG shall complete such assignment within thirty (30) breaches any days of its obligations set forth in Section 1.02(a) (or a breach DSG’s receipt of Section 4.06(a) with respect to a Milestone Payment), Section 1.05 (solely with respect breaches occurring prior to the First Commercial Sale) or Section 1.06, which breach remains uncured at (or is not capable of being cured by) 5:00 p.m., Eastern Time, on the forty-fifth (45th) day following written notice of such breach election from RSG. Concurrently with the assignment, RSG shall pay DSG (to Purchaser an account specified by DSG) an amount intended to account for the fair market value of the transfer of such rights, as determined by an independent third party. If RSG elects to obtain such assignments, and solely to the extent permissible under the AZ Agreement, on DSG’s request, RSG and DSG shall work in good faith to ensure that DSG is provided with the benefit of any of the property and assets assigned to RSG under this Section 6 (whether through non-exclusive licenses or otherwise) to the applicable Payment Obligorextent necessary or reasonably useful for the research, development and commercialization of DSG’s or its Affiliates’ products (other than the Licensed Products and Licensed Compounds). To the extent that RSG elects not to have assigned any of the foregoing items, DSG shall terminate, cancel, wind-down or otherwise cease to support such retained items after assignment, unless the retention of such property or assets is (i) by Sellernot prohibited or inconsistent with the AZ Agreement, or and (ii) Purchaser necessary or reasonably useful for the research, development and commercialization of DSG’s or its Affiliates’ products (or any person who becomes a Payment Obligor pursuant to Section 1.06) discontinues other than the Exploitation of the Compound or any Product prior to the payment to Seller of Milestone Payments in an amount equal to the Milestone Payment Cap, upon written notice (the “Reversion Notice”) to Purchaser (Licensed Products or the applicable Payment Obligor) by Seller (which Reversion Notice may (or may not) be provided by Seller in its sole discretion), Purchaser (or the applicable Payment Obligor) shall, and shall cause its applicable affiliates (including the Company) (Purchaser, any such Payment Obligor and their respective affiliates that own or otherwise hold any rights, interests or assets to be conveyed in the Reversion, each, a “Reversion Seller”) to, as promptly as practicable (but in any event with ninety (90) days of the Reversion Notice), sell, convey, transfer, assign and deliver, without consideration other than Seller or its designated affiliates’ assumption of the Reversion Assumed Liabilities, to Seller or its designated affiliates’, free and clear of all Liens other than Permitted Liens, all of the Reversion Sellers’ right, title and interest in or to, as of the date of the Reversion Notice, all of the following (as elected by Seller) (collectively, the “Reversion Assets”): (A) all rights and assets assigned or contributed to the Company by Seller or any of its affiliates pursuant to this Agreement or any Ancillary Agreement, (B) all Drug Approval Applications and related regulatory and safety documents and data with respect to the Compound or any Product, (C) all inventories of Products, and (D) all rights and assets to the extent assignable (including Intellectual Property, Contracts and Permits) developed or acquired (including by license) by a Reversion Seller after the Closing Date that are used primarily for or that are used in and material to the Exploitation of the Compound or the Products (the “Reversion”Licensed Compounds). For the avoidance of doubt, the indemnification obligations set forth in no event Section 5 of this Assignment and Assumption Agreement shall the Reversion Assets include, or the Reversion result continue in the transfer of, any shares full force and effect in respect of capital stock of, or any other Equity Interest in, the Company all indemnifiable losses that arose prior to Seller or any of its affiliatessuch assignment.

Reversion Right. (a) Notwithstanding anything to the contrary contained in this Agreement, in In the event that (ia) Purchaser DSG ceases all Development of Proprietary Drugs and Licensed Products in the Field in the Territory (or any person who becomes a Payment Obligor the funding thereof) with no plans to resume such Development (it being understood that the level of effort directed to such Development may change over time and may include reasonable periods where Development is temporarily de-prioritized or otherwise temporarily suspended), or (b) DSG notifies RSG in writing of its intention to proceed in the manner set forth in clause (a), then, RSG may elect to have all or part of the rights, title and interests granted to DSG pursuant to Section 1.062 of this Assignment and Assumption Agreement, together with any or all of the Roivant Technology, Inventions, Regulatory Filings and Regulatory Approvals, Third Party Licenses, and agreements with subcontractors for, and any or all other property or assets primarily relating to, the Proprietary Drugs and Licensed Products in the Field in the Territory that DSG Controls as of such time, assigned to RSG and its successors and assigns and DSG shall complete such assignment within thirty (30) breaches any days of its obligations set forth in Section 1.02(a) (or a breach DSG’s receipt of Section 4.06(a) with respect to a Milestone Payment), Section 1.05 (solely with respect breaches occurring prior to the First Commercial Sale) or Section 1.06, which breach remains uncured at (or is not capable of being cured by) 5:00 p.m., Eastern Time, on the forty-fifth (45th) day following written notice of such breach election from RSG. Concurrently with the assignment, RSG shall pay DSG (to Purchaser an account specified by DSG) an amount intended to account for the fair market value of the transfer of such rights, as determined by an independent third party. If RSG elects to obtain such assignments, and solely to the extent permissible under the TheraVida Agreement, on DSG’s request, RSG and DSG shall work in good faith to ensure that DSG is provided with the benefit of any of the property and assets assigned to RSG under this Section 6 (whether through non-exclusive licenses or otherwise) to the extent necessary or reasonably useful for the research, development and commercialization of DSG’s or its Affiliates’ products (other than the Licensed Products or the applicable Payment ObligorProprietary Drugs). To the extent that RSG elects not to have assigned any of the foregoing items, DSG shall terminate, cancel, wind-down or otherwise cease to support such retained items after assignment, unless the retention of such property or assets is (i) by Sellernot prohibited or inconsistent with the TheraVida Agreement, or and (ii) Purchaser necessary or reasonably useful for the research, development and commercialization of DSG’s or its Affiliates’ products (or any person who becomes a Payment Obligor pursuant to Section 1.06) discontinues other than the Exploitation of the Compound or any Product prior to the payment to Seller of Milestone Payments in an amount equal to the Milestone Payment Cap, upon written notice (the “Reversion Notice”) to Purchaser (Licensed Products or the applicable Payment Obligor) by Seller (which Reversion Notice may (or may not) be provided by Seller in its sole discretion), Purchaser (or the applicable Payment Obligor) shall, and shall cause its applicable affiliates (including the Company) (Purchaser, any such Payment Obligor and their respective affiliates that own or otherwise hold any rights, interests or assets to be conveyed in the Reversion, each, a “Reversion Seller”) to, as promptly as practicable (but in any event with ninety (90) days of the Reversion Notice), sell, convey, transfer, assign and deliver, without consideration other than Seller or its designated affiliates’ assumption of the Reversion Assumed Liabilities, to Seller or its designated affiliates’, free and clear of all Liens other than Permitted Liens, all of the Reversion Sellers’ right, title and interest in or to, as of the date of the Reversion Notice, all of the following (as elected by Seller) (collectively, the “Reversion Assets”): (A) all rights and assets assigned or contributed to the Company by Seller or any of its affiliates pursuant to this Agreement or any Ancillary Agreement, (B) all Drug Approval Applications and related regulatory and safety documents and data with respect to the Compound or any Product, (C) all inventories of Products, and (D) all rights and assets to the extent assignable (including Intellectual Property, Contracts and Permits) developed or acquired (including by license) by a Reversion Seller after the Closing Date that are used primarily for or that are used in and material to the Exploitation of the Compound or the Products (the “Reversion”Proprietary Drugs). For the avoidance of doubt, the indemnification obligations set forth in no event Section 5 of this Assignment and Assumption Agreement shall the Reversion Assets include, or the Reversion result continue in the transfer of, any shares full force and effect in respect of capital stock of, or any other Equity Interest in, the Company all indemnifiable losses that arose prior to Seller or any of its affiliatessuch assignment.