Common use of Termination of Licenses Clause in Contracts

Termination of Licenses. All licenses for Terminated Products granted under Article 3 terminate automatically as of the termination effective date; provided that, if Lilly (or its Affiliates or Sublicensees) has inventory of usable Product(s) as of the effective date of termination, then Lilly (and its Affiliates and Sublicensees) may continue to sell off such inventory of Products in the Field in the Territory (and fulfill customer orders therefor) until the earlier to occur of one hundred eighty (180) days after the effective date of termination and the date on which Lilly (or its Affiliates or Sublicensees) no longer has such inventory of Product(s) and shall pay Avidity any applicable royalties due based on such sales. Any permitted sublicense granted by Lilly or its Affiliate to a Third Party under the licenses granted to Lilly under this Agreement shall survive the termination of this Agreement, provided that, in the case where termination of this Agreement for Lilly’s uncured material breach pursuant to Section 12.2, such Sublicensee did not cause such uncured material breach. If permitted under such a surviving sublicense, effective upon termination of this Agreement, such sublicense shall become a direct license from Avidity to such Sublicensee, provided, that, if assignment of the sublicense or such conversion of the sublicense to a direct license is not permitted under the applicable sublicense, Lilly shall be entitled to retain its right to payment thereunder and shall remain liable for royalties under Section 7.3 of this Agreement with respect to sales by such Sublicensee.

Termination of Licenses. All licenses for Terminated Products granted under Article 3 7 terminate automatically as of the termination effective datedate and all such rights shall revert to Precision; provided that, if Lilly (or its Affiliates or Sublicensees) has inventory of usable Licensed Product(s) as of the effective date of termination, then Lilly (and its Affiliates and Sublicensees) may continue to sell off such inventory of Licensed Products in the Field in the Territory (and fulfill customer orders therefor) until the earlier to occur of one hundred eighty (180) days [***] after the effective date of termination and the date on which Lilly (or its Affiliates or Sublicensees) no longer has such inventory of Licensed Product(s) and shall pay Avidity Precision any applicable royalties due based on such sales. Any permitted sublicense granted by Lilly or its Affiliate to a Third Party under the licenses granted to Lilly under this Agreement shall survive the termination of this AgreementAgreement and Lilly shall endeavor in good faith to assign such sublicense to Precision such that such sublicense becomes a direct license between Precision and the Sublicensee on the same terms and conditions as those set forth in this Agreement to the extent applicable to the rights granted by Lilly to such Sublicensee, provided that, such sublicense was granted in accordance with the terms of Section 7.3 and in the case where termination of this Agreement was for Lilly’s uncured material breach pursuant to Section 12.215.2, such Sublicensee did not cause such uncured material breach. If permitted under breach and such a surviving sublicenseSublicensee is, effective upon termination at the time of such termination, otherwise in compliance with the sublicense granted by Lilly to such Sublicensee and the applicable terms and conditions of this Agreement, such sublicense shall become a direct license from Avidity to such Sublicensee, provided, that, if assignment of the sublicense or such conversion of the sublicense to a direct license is not permitted under the applicable sublicense, Lilly shall be entitled to retain its right to payment thereunder and shall remain liable for royalties under Section 7.3 of this Agreement with respect to sales by such Sublicensee[***].

Termination of Licenses. All licenses for Terminated Products granted by ProQR under Article 3 6 shall terminate automatically as of the termination effective date; provided that, if Lilly (or its Affiliates or Sublicensees) has inventory of usable Product(s) as of the effective date of termination, then Lilly (and its Affiliates and Sublicensees) may continue to sell off such inventory of Products in the Field in the Territory (and fulfill customer orders therefor, including to manufacture Products for customer orders placed prior to the effective date of termination) until the earlier to occur of one hundred eighty (180) [***] days after the effective date of termination and the date on which Lilly (or its Affiliates or Sublicensees) no longer has such inventory of Product(s) and shall pay Avidity ProQR any applicable royalties payments due based on such sales. Any permitted sublicense granted (a) by Lilly or its Affiliate to a Third Party under the licenses granted to Lilly under this Agreement or (b) by ProQR or its Affiliate to a ProQR Sublicensee shall survive the termination of this Agreement, provided that, in the case where termination of this Agreement for LillyLxxxx’x or ProQR’s uncured material breach pursuant to Section 12.213.2, such Sublicensee or ProQR Sublicensee, as applicable, did not cause such uncured material breach. If permitted under such a surviving sublicense, effective upon termination of this Agreement, such sublicense shall become a direct license from Avidity to such Sublicensee, provided, that, if assignment of the sublicense or such conversion of the sublicense to a direct license is not permitted under the applicable sublicense, Lilly shall be entitled to retain its right to payment thereunder and shall remain liable for royalties under Section 7.3 of this Agreement Except with respect to sales ProQR Sublicenses as set forth in this Section 13.2.2, if this Agreement is terminated pursuant to Section 13.2.2, all licenses and rights granted by such SublicenseeLilly to ProQR and its Affiliates to use or Exploit Lilly [***] Technology shall terminate automatically as of the termination effective date.

Termination of Licenses. All licenses for Terminated Products or Targets granted by Verve under Article 3 8 (and if applicable, Lilly’s license to Verve under Section 8.4) shall terminate automatically as of the termination effective datedate of termination; provided that, if Lilly (or its Affiliates or Sublicensees) has inventory of usable Licensed Product(s) as of the effective date of termination, then Lilly (and its Affiliates and Sublicensees) may continue to sell off such inventory of Licensed Products in the Field in the Territory (and fulfill customer orders therefor, including to Manufacture Licensed Products for customer orders placed prior to the effective date of termination) until the earlier to occur of one hundred eighty (180) days [**] after the effective date of termination and the date on which Lilly (or its Affiliates or Sublicensees) no longer has such inventory of Licensed Product(s) and shall pay Avidity Verve any applicable royalties payments due based on such sales. Any permitted sublicense granted by Lilly Xxxxx or its Affiliate to a Third Party under the licenses granted to Lilly Xxxxx under this Agreement shall survive the termination of this Agreement, provided that, in the case where termination of this Agreement for Lilly’s uncured material breach pursuant to Section 12.2, such Sublicensee did not cause such uncured material breach. If permitted under such a surviving sublicense, effective upon termination of this Agreement, such sublicense shall become a direct license from Avidity Verve to such Sublicensee, provided, that, ; provided that if assignment of the sublicense or such conversion of the sublicense to a direct license is not permitted under the applicable sublicense, Lilly shall be entitled to retain its right to payment thereunder and shall remain liable for royalties under Section 7.3 10.4 of this Agreement with respect to sales by such Sublicensee. Notwithstanding the foregoing, after termination of this Agreement, Lilly and its Affiliates shall retain a non-exclusive, royalty-free, perpetual, sub-licensable right to use [**], for internal research and development purposes; provided, however, in no event will the foregoing right be construed as a right or license to Exploit any Verve Gene Editor, Verve Delivery Element, or the Verve Platform.

Termination of Licenses. All licenses for Terminated Licensed Products granted under Article 3 Section 2.1 terminate automatically as of the termination effective date; provided that, if Lilly Fulcrum (or its Affiliates or Sublicensees) has inventory of usable Licensed Product(s) as of the effective date of termination, then Lilly Fulcrum (and its Affiliates and Sublicensees) may continue to sell off such inventory of Licensed Products in the Field in the Territory (and fulfill customer orders therefor) until the earlier to occur of one hundred eighty (180) days after the effective date of termination and the date on which Lilly (or its Affiliates or Sublicensees) no longer has such inventory of Product(s) [***], and shall pay Avidity CAMP4 any applicable royalties Royalties due based on such sales. Any permitted sublicense granted by Lilly or its Affiliate to a Third Party under Notwithstanding the licenses granted to Lilly under this Agreement shall survive the termination of this Agreementforegoing, provided that, in the case where upon termination of this Agreement for Lilly’s uncured material any reason, upon the request of any Sublicensee of Fulcrum who is not then in breach pursuant to Section 12.2, such Sublicensee did not cause such uncured material breach. If permitted under such a surviving sublicense, effective upon termination of its sublicense agreement or the terms and conditions of this Agreement, such sublicense shall become a direct license from Avidity Agreement applicable to such Sublicensee, provided, that, if assignment of the sublicense or such conversion of the sublicense to CAMP4 will enter into a direct license is not permitted under to such Sublicensee on the applicable sublicensesame terms as this Agreement, Lilly shall taking into account any difference in license scope, territory and duration of sublicense grant (each a “New License Agreement”). Under any such New License Agreement between CAMP4 and such former Sublicensee, (a) such former Sublicensee will be entitled required to retain its right pay to payment thereunder and shall remain liable CAMP4 the same amounts in consideration for royalties under Section 7.3 of such direct grant as CAMP4 would have otherwise received from Fulcrum pursuant to this Agreement with respect on account of such former Sublicensee’s exploitation of the Licensed Products had this Agreement not been terminated and (b) CAMP4 will not be bound by any grant of rights broader than, and will not be required to sales by such Sublicenseeperform any obligation other than those rights and obligations contained in, this Agreement.

Termination of Licenses. All licenses for Terminated Products granted under Article 3 7 terminate automatically as of the termination effective datedate and all such rights shall revert to Precision; provided that, if Lilly Prevail (or its Affiliates or Sublicensees) has inventory of usable Licensed Product(s) as of the effective date of termination, then Lilly Prevail (and its Affiliates and Sublicensees) may continue to sell off such inventory of Licensed Products in the Field in the Territory (and fulfill customer orders therefor) until the earlier to occur of one hundred eighty (180) days [***] after the effective date of termination and the date on which Lilly Prevail (or its Affiliates or Sublicensees) no longer has such inventory of Licensed Product(s) and shall pay Avidity Precision any applicable royalties due based on such sales. Any permitted sublicense granted by Lilly Prevail or its Affiliate to a Third Party under the licenses granted to Lilly Prevail under this Agreement shall survive the termination of this AgreementAgreement and Prevail shall endeavor in good faith to assign such sublicense to Precision such that such sublicense becomes a direct license between Precision and the Sublicensee on the same terms and conditions as those set forth in this Agreement to the extent applicable to the rights granted by Prevail to such Sublicensee, provided that, such sublicense was granted in accordance with the terms of Section 7.3 and in the case where termination of this Agreement was for LillyPrevail’s uncured material breach pursuant to Section 12.215.2, such Sublicensee did not cause such uncured material breach. If permitted under breach and such a surviving sublicenseSublicensee is, effective upon termination at the time of this Agreementsuch termination, such otherwise in compliance with the sublicense shall become a direct license from Avidity granted by Prevail to such Sublicensee, provided, that, if assignment of the sublicense or such conversion of the sublicense to a direct license is not permitted under Sublicensee and the applicable sublicense, Lilly shall be entitled to retain its right to payment thereunder terms and shall remain liable for royalties under Section 7.3 conditions of this Agreement with respect to sales by such Sublicensee[***].

Termination of Licenses. All licenses for Terminated Products Programs granted under Article 3 Section 7.1, and all sublicenses granted thereunder (other than the sublicense to the Xxxx & Xxxxxxx Xxxxx Foundation authorized in Section 7.8.1), terminate automatically as of the termination effective datedate and all such rights shall revert to Precision; provided that, if Lilly Novartis (or its Affiliates or Sublicensees) has inventory of usable Licensed Product(s) arising from a Terminated Program as of the effective date of termination, then Lilly Novartis (and its Affiliates and Sublicensees) may continue to sell off such inventory of Licensed Products in the Field in the Territory (and fulfill customer orders therefor) until the earlier to occur of one hundred eighty (180) days [***] after the effective date of termination and the date on which Lilly Novartis (or its Affiliates or Sublicensees) no longer has such inventory of Licensed Product(s) and shall pay Avidity Precision any applicable royalties due based on such sales. Any permitted sublicense granted by Lilly or its Affiliate If the applicable Terminated Program is the Initial Program, then the Initial Collaboration Target and all associated Licensed Products and Licensed ARCUS Nucleases shall cease to a Third Party be subject to the rights and obligations of the Parties under this Agreement, except with respect to any [***] that have not become Terminated Programs pursuant to this Agreement and their associated Licensed Products, and the licenses granted Initial Payloads shall cease to Lilly be subject to the rights and obligations of the Parties under this Agreement. If the applicable Terminated Program is an [***], then the applicable Additional Payload and all associated Licensed Products shall cease to be subject to the rights and obligations of the Parties under this Agreement. If the applicable Terminated Program is the Replacement Program, then this Agreement shall survive the termination of this Agreement, provided that, be deemed to be terminated in the case where termination of this Agreement for Lilly’s uncured material breach pursuant to accordance with Section 12.2, such Sublicensee did not cause such uncured material breach. If permitted under such a surviving sublicense, effective upon termination of this Agreement, such sublicense shall become a direct license from Avidity to such Sublicensee, provided, that, if assignment of the sublicense or such conversion of the sublicense to a direct license is not permitted under the applicable sublicense, Lilly shall be entitled to retain its right to payment thereunder and shall remain liable for royalties under Section 7.3 of this Agreement with respect to sales by such Sublicensee15.3.2.