Reversion Rights Post-Phase 1 Sample Clauses

Reversion Rights Post-Phase 1. In the case of termination of this Agreement, in its entirety or with respect to a Terminated Target (and for clarity, not in the event of termination with respect to a Project or an [**]) by ▇▇▇▇▇▇▇▇▇▇▇ under Section 13.3 or Section 13.4 or by Novartis under Section 13.2(a), in each case, after Initiation of a Phase 1 Clinical Trial, upon ▇▇▇▇▇▇▇▇▇▇▇’s written notification to Novartis, within [**] of the effective date of such termination, of its election under this Section 13.6(b)(iii): (A) Novartis will, and hereby does, provide Schrӧdinger the Limited Assignment in Section 13.6(b)(i)(A) and Schrӧdinger will, and hereby does, grant Novartis the Covenant Not To Sue in Section 13.6(b)(i)(B), in each case, pursuant to the terms and conditions specified therein. (B) The Parties will, within [**] following the receipt by Novartis of Schrӧdinger’s written notification as provided above in this Section 13.6(b)(iii), negotiate in good faith with respect to and enter into, on reasonable financial terms, a reversion license granting Schrӧdinger an exclusive, perpetual, irrevocable (other than for non-payment), fully-transferrable license, with the right to grant multiple tiers of sublicenses, under the Novartis-Owned Arising IP that specifically relates to Reversion Compounds or Reversion Products (other than any Novartis Internal Collaboration Compounds and other than any Patents and Information relating to manufacturing technology or any active pharmaceutical ingredient that is not a Reversion Compound) that is necessary to Exploit Reversion Products for which a Phase 1 Clinical Trial was Initiated prior to the effective date of termination, in the Field in the Terminated Territory for the purpose of Exploiting such Reversion Products in the Field in the Terminated Territory. In the event there is a dispute regarding the terms in the reversion license to be negotiated between the Parties pursuant to Section 13.6(b)(iii)(B), such dispute will be submitted to fast-track, binding baseball arbitration in accordance with Schedule 13.6(b)(iii)(B).