Provision Language
XII. TERM AND TERMINATION
12.2 Termination by Council.
12.2.3 If Council terminates this Agreement pursuant to Section 12.2.1, the License granted to LICENSEE and any permitted sublicensees, and any other rights granted by Council hereunder (including any license to any trademarks), will automatically terminate and the following obligations will apply (the “Program Transfer Provisions”):
(a) LICENSEE and all permitted sublicensees whose sublicenses are terminated will promptly provide to Council complete documentation of all clinical data and all regulatory data, in each case regarding the Licensed Product and generated by or on behalf of LICENSEE and solely to the extent owned or Controlled by LICENSEE.
(b) LICENSEE and all permitted sublicensees whose sublicenses are terminated will promptly provide to Council reasonably detailed disclosure of all Program Improvements and any other know-how or information other than the Program Improvements set forth in Section 12.2.2(a) and that are Controlled by LICENSEE or its Affiliates.
(c) Where any Third Party rights have been obtained by LICENSEE, or any permitted sublicensee whose sublicense is terminated, for purposes of the Program, LICENSEE and all such permitted sublicensees will use all reasonable efforts to promptly assign (or failing assignment, to sublicense) to Council or its designee such Third Party rights.
(d) LICENSEE and all permitted sublicensees whose sublicenses are terminated will transfer to Council or its designee the ownership of all regulatory submissions and filings related to the Licensed Product that are owned or Controlled by LICENSEE or such sublicensees, including the NDA for the Licensed Product.
(e) LICENSEE and all permitted sublicensees whose sublicenses are terminated will promptly transfer to Council or its designee, at LICENSEE’s expense, any inventory and supplies of Licensed Product and any other inventories or supplies obtained by LICENSEE or its Affiliates for purposes of the Program, and will grant to Council or its designee a fully-paid-up license to use any LICENSEE trademarks on such inventory and supplies on customary terms solely for the purpose of selling such remaining inventory and supplies.
(f) LICENSEE and all permitted sublicensees whose sublicenses are terminated will make personnel (as well as the personnel of its Affiliates) reasonably available to Council or its designee to effect an orderly transition to Council or its designee of the information and rights contemplated above in this Section 12.2.2 for a period of up to ninety (90) days following the effective date of termination.
(g) The exclusivity provisions of Section 10.2.1 as applied to LICENSEE and all permitted sublicensees whose sublicenses provided for Commercialization of the Licensed Product and are terminated will survive such termination for the lesser of (i) a period of three (3) years following the effective date of such termination, or (ii) the remainder of the Exclusivity Term.
12.3 Termination by LICENSEE
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12.3.2 If LICENSEE terminates this Agreement pursuant to Section 12.3.1(a), the Program Transfer Provisions will apply.
(a) For the avoidance of doubt, upon LICENSEE’s termination of this Agreement pursuant to Section 12.3.1(a), LICENSEE’s rights included in the relevant licenses granted by Council to LICENSEE under this Agreement will immediately and automatically revert to Council; provided, however, that LICENSEE will have ninety (90) days from LICENSEE’s termination of the Agreement to complete the sale of any Licensed Product then in inventory, subject to payment of royalties and milestone payments pursuant to Article III.
12.3.3 If LICENSEE terminates the Agreement pursuant to Section 12.3.1(b) or (c), then (i) Council’s License grant to LICENSEE will convert to an irrevocable exclusive License, with the right to sublicense, and will survive termination, and (ii) the obligations of the Parties under Article III will also survive such termination.
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12.5 Rights and Duties Upon Termination or Expiration. Upon the termination or expiration of this Agreement, each Party will have the right to retain all payments from the other Party properly made pursuant to this Agreement, and each Party will pay to the other all sums accrued hereunder which are then due.
XIV. MISCELLANEOUS
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14.17 Survival. Upon expiration or termination of this Agreement, all rights and obligations of the Parties under this Agreement will cease, except as specifically provided in this Agreement to the contrary, including the rights and obligations in the following sections which will survive termination: Article I, Section 3.2.3(a) (solely with respect to reporting of Net Sales that occur prior to such termination), Section 3.2.4 (solely with respect to reporting of Net Sales that occur prior to such termination), Section 3.3 (solely with respect to reporting of Net Sales that occur prior to such termination), Section 6.1, Article XI (for the time periods described therein), Section 12.2.2 (solely for the time periods necessary to perform the activities described therein), Section 12.2.3 (solely for the time periods necessary to perform the activities described therein), Section 12.3.3, Section 12.5, Section 13.1, Section 13.2, Section 13.4, Section 13.5, and Article XIV.