Transfer to Licensor Sample Clauses

Transfer to Licensor. If, as of the effective date of termination of this Agreement with respect to a Licensed Product, Licensee or its Affiliate or Sublicensee is conducting any Clinical Trial for such Licensed Product, then, at Licensor’s request and election, on a Clinical Trial-by-Clinical Trial basis, Licensee will fully cooperate, and will ensure that its Affiliates and Sublicensees fully cooperate, with Licensor to transfer the conduct of such Clinical Trial to Licensor or its designees. If Licensor so elects, then Licensee will continue to conduct such Clinical Trial, at Licensor’s cost, to enable such transfer to be completed without interruption of any such Clinical Trial (including the assignment of all related Regulatory Submissions and investigator and other agreements related to such Clinical Trials). Licensee will provide such knowledge transfer and other training to Licensor or its designated Affiliate or Third Party as reasonably necessary for and requested by Licensor or such designated Affiliate or Third Party to continue such Clinical Trial for the applicable Licensed Product. (b) Wind-Down. If Licensor does not elect to assume control of any such Clinical Trials for a Licensed Product, then Licensee will, in accordance with accepted pharmaceutical industry norms and ethical practices, wind-down the conduct of any such Clinical Trial in an orderly manner. Licensee will be responsible for any costs and expenses associated with such wind-down.

Transfer to Licensor. Unless expressly prohibited by any Regulatory Authority, at Licensor’s written request, Licensee will and hereby does, and will cause its Affiliates, and its Sublicensees to, transfer control of all Clinical Trials involving any Licensed Products being conducted by or on behalf of Licensee, an Affiliate, or a Sublicensee as of the effective date of termination to Licensor or its Affiliates or a Third Party that is designated in writing by Licensor. Licensee will continue to conduct such Clinical Trials, at Licensor’s cost, until such transfer is completed in order to enable such transfer to be completed without interruption of any such Clinical Trial (including the assignment of all related Regulatory Submissions, Regulatory Approvals, and investigator and other agreements relating to such Clinical Trials); provided that Licensor will not have any obligation to continue any Clinical Trial unless required by Applicable Law or under the terms of any agreement relating to such Clinical Trial that Licensor agrees to assume. Licensor will pay all out-of-pocket costs incurred by either Party to complete such Clinical Trials if Licensor requests that such Clinical Trials be completed.

Transfer to Licensor. Should the laws or regulations of any country in the Territory vest the Licensee with any property rights to any of the Trademarks or Patents, or to any new patents, patent applications or trademarks, the Licensee shall promptly, freely and co-operatively relinquish to the Licensor (or, if relinquishment is not possible, grant for the life of such Trademarks or Patents an exclusive royalty-free license to the Licensor, of) any and all such rights upon termination of this Agreement for any reason, without recourse or cost to the Licensor, and shall thereafter refrain from any further usage of the said trademarks or patents. This obligation shall survive the termination of this Agreement.

Transfer to Licensor. If, as of the effective date of termination of this Agreement with respect to a Terminated Antibody, EQRx or its Affiliates are conducting any Clinical Trials for any Licensed Product of such Terminated Antibody, then, [***] EQRx will either (A) fully cooperate, and will ensure that its Affiliates fully cooperate, with Licensor to transfer the conduct of such Clinical Trial to Licensor or its designees, or (B) subject to EQRx’s approval, continue to conduct such Clinical Trial, [***] unless the [***] in which case EQRx will [***] and in either case, for so long as to [***] Licensor will assume any and all liability for the conduct of such transferred Clinical Trial for the Licensed Products with respect to the Terminated Antibody after the effective date of such transfer (except to the extent arising prior to the transfer date or from any willful misconduct or negligent act or omission by EQRx, its Affiliates or their respective employees, agents and contractors). EQRx will provide such knowledge transfer and other training to Licensor or its designated Affiliate or Third Party as reasonably necessary for Licensor or such designated Affiliate or Third Party to continue such Clinical Trial for such Licensed Products.