Common use of Customer Agreements Clause in Contracts

Customer Agreements. Upon the completion of the rights and obligations defined in this Section 13.2, at the written request of Arena, Roivant shall assign to Arena or its designee any Third Party distribution agreements that solely relate to Products, to the extent permitted under each such distribution agreement. In the event such assignment is not requested by Arena or is not permitted under any distribution agreement, then the rights of such Third Party with respect to each Product shall terminate upon termination of Roivant’s rights with respect thereto. Roivant shall use its good faith efforts to include provisions requiring compliance with the foregoing provision in the agreements with applicable Third Parties. Notwithstanding the foregoing, in the event that Roivant terminates this Agreement pursuant to Section 12.4 (material breach) or 12.5 (bankruptcy), Roivant shall have no obligations under this Section 13.2(e) unless and until the Parties agree upon commercially reasonable terms with respect to Roivant’s assignment to Arena or its designee of the Third Party distribution agreements that solely relate to Products.

Customer Agreements. Upon the completion of the rights and obligations defined in this Section 13.2, at the written request of Arena, Roivant Eisai shall assign to Arena or its designee any Third Party distribution agreements that solely relate to the Products, to the extent permitted under each such distribution agreement. In the event such assignment is not requested by Arena or is not permitted under any distribution agreement, then the rights of such Third Party with respect to each Product shall terminate upon termination of RoivantEisai’s rights with respect thereto. Roivant Eisai shall use its good faith efforts to include provisions requiring compliance with the foregoing provision in the agreements with applicable Third Parties. Notwithstanding the foregoing, in the event that Roivant Eisai terminates this Agreement pursuant to Section 12.4 (material breach12.2(a)(ii) or 12.5 (bankruptcySection 12.2(a)(iii), Roivant Eisai shall have no obligations under this Section 13.2(e) unless and until the Parties agree upon commercially reasonable terms with respect to Roivant’s assignment to Arena or its designee of the Third Party distribution agreements that solely relate to Products.135 Confidential

Customer Agreements. Upon the completion of the rights and obligations defined in this Section 13.2, at the written request of Arena, Roivant Eisai shall assign to Arena or its designee any Third Party distribution agreements that solely relate to the Products, to the extent permitted under each such distribution agreement. In the event such assignment is not requested by Arena or is not permitted under any distribution agreement, then the rights of such Third Party with respect to each Product shall terminate upon termination of RoivantEisai’s rights with respect thereto. Roivant Eisai shall use its good faith efforts to include provisions requiring compliance with the foregoing provision in the agreements with applicable Third Parties. Notwithstanding the foregoing, in the event that Roivant Eisai terminates this Agreement pursuant to Section 12.4 (material breach12.2(b) or 12.5 (bankruptcySection 12.2(c), Roivant Eisai shall have no obligations under this Section 13.2(e13.2(f) unless and until the Parties agree upon commercially reasonable terms with respect to RoivantEisai’s assignment to Arena or its designee of the Third Party distribution agreements that solely relate to Productsthe Products in the Territory.

Customer Agreements. Upon the completion of the rights and obligations defined in this Section 13.2, at the written request of Arena, Roivant Eisai shall assign to Arena or its designee any Third Party distribution agreements that solely relate to the Products, to the extent permitted under each such distribution agreement. In the event such assignment is not requested by Arena or is not permitted under any distribution agreement, then the rights of such Third Party with respect to each Product shall terminate upon termination of RoivantEisai’s rights with respect thereto. Roivant Eisai shall use its good faith efforts to include provisions requiring compliance with the foregoing provision in the agreements with applicable Third Parties. Notwithstanding the foregoing, in the event that Roivant Eisai terminates this Agreement pursuant to Section 12.4 (material breach12.2(a)(ii) or 12.5 (bankruptcySection 12.2(a)(iii), Roivant Eisai shall have no obligations under this Section 13.2(e13.2(f) unless and until the Parties agree upon commercially reasonable terms with respect to RoivantEisai’s assignment to Arena or its designee of the Third Party distribution agreements that solely relate to Productsthe Products in the Territory.