definiens: means each terminated Project ( or, if this Agreement is terminated in its entirety, each Project ) and means a Product or Licensed Antibody arising from the relevant Terminated Project ; provided, lwwever, that any reference to shall exclude, and no rights are granted to [COMPANY] with respect to, any compound, Antibody or active ingredient that is owned or controlled by [COMPANY] or any of its Affiliates or a Third Party ( which is not, for clarity, a Licensed Antibody or Product ( other than a Combination Product ) ) ; -62 - 6562860 6562860 CONFIDENTIAL TREATMENT MATERIAL 0 ) all licenses granted by Agel1us to [COMPANY] under Section 2.1 shall terminate and [COMPANY] shall not have any rights to use or exercise any rights under the [COMPANY] IP ; ( ii ) [COMPANY] hereby grants to [COMPANY], from and after such termination, an exclusive, worldwide, royalty - bearing ( per Section 8.3(a)(xi ) below ) license, with the right to grant sublicenses, CAl under the [COMPANY] IP as of the date of such termination, solely to the extent that such licenses are necessary to Develop, Manufacture or Commercialize the Terminated Products in the Field in the Territory, and ( B ) the license granted to [COMPANY] under the lncyte Program Patent Rights and the [COMPANY] Program Know - How pursuant to Section 2.2(b ) shall survive ; ( iii ) the provisions of Article VI ( other than Section 6.1 ) shall be terminated ; provided that, as between the Parties, the rights and obligations of the Parries to Prosecute and enforce the [COMPANY] Program Patent Rights and Joint Patent Rights that solely Cover the Terminated Product(s ) shall be reversed, and, as necessary for [COMPANY] to then exercise its first right to prosecute and enforce such lncyte Program Patent Rights and Joint Patent Rights, lncyte shall transition Prosecution and enforcement responsibilities to [COMPANY] with respect to such lncyte Program Patent Rights and Joint Patent Rights, including execution of such documents as may be necessary to effect such transi ti on ; ( iv ) lncyte shall promptly transfer and assign to [COMPANY] all of [COMPANY] 's and its Affiliates ' rights, title and interests in and to any trademark(s ) ( but not any [COMPANY] house marks or any trademark containing the word owned by [COMPANY] and used for the Products in the Field in the Territory ) owned by [COMPANY] and used for the Terminated Products in the Field in the Territory ; ( v ) [COMPANY] shall provide to [COMPANY] a fail ' and accurate summary report of the status of the Development and Commercialization of the Terminated Products in the Field in each country in the Territory through the effective date of termination within [ thirty ( 30 ) days ] after such termination ; ( vi ) to the extent permitted by applicable Law, [COMPANY] shall transfer to [COMPANY], solely for the Development, Manufacture and Commercialization of the Terminated Products in the Field in the Territory, [COMPANY] 's entire right, title, and interest in and to all preclinical and clinical data, and all other supporting data, including pharmacology, toxicology, chemistry and biology data, and documented technical and other information or materials to the extent related to the Development, Manufacture and Commercialization of the Terminated Products in the Field in the Ten'itory ; provided that [COMPANY] may retain a single copy of such items for its records or such additional copies as required by applicable Law ; ( vii ) to the extent permitted by applicable Law, [COMPANY] shall transfer to [COMPANY] all Regulatory Documentation, Regulatory Approvals ( including reimbursement and pricing approvals ), the Global Safety Database, records of all Regulatory -63 6562860 CONFIDENTIAL TREATMENT MATERIAL Interactions, in each case to the extent related to the Terminated Products in the Field in the Territory, that [COMPANY] Controls as of the effective date of such termination . If [COMPANY] is restricted under applicable Lav./ from transferring ownership of any of the foregoing items to [COMPANY], [COMPANY] shall grant, and hereby does grant to [COMPANY] ( or its designee ) a right of reference or use to such item . [COMPANY] shall take all permitted actions reasonably necessary to effect such transfer or grant of right of reference or use to [COMPANY] ; ( viii ) to the extent reasonably requested by [COMPANY], lncyte shall transfer to [COMPANY] any license agreements or other contracts between [COMPANY] and any Third Party that are specific to the Terminated Products in the Field in the Territory ( including, as applicable, Clinical Trial and Manufacturing agreements ), to the extent such agreements are in effect as of the effective date of termination and such assignment or transfer is permitted at no cost or expense to [COMPANY], and to facilitate introductions of [COMPANY] to the applicable Permitted Subcontractors, licensors, Manufacturing vendors, Clinical Trial sites, Clinical Trial investigators and the like ; Ox ) [COMPANY] shall have the right to purchase from [COMPANY] all of the inventory of the Terminated Products in the Field in the Territory held by [COMPANY] as of the effective date of termination at a price equal to [COMPANY] 's Manufacturing Cost, determined in accordance with Accounting Standards, but only if the following conditions are met as of the date of supply : ( i ) any such Products meet the applicable release specifications ; and ( ii ) the continued use of such Products does not cause objectively valid safety concerns for which [COMPANY] is not willing to indemnify Incytc ( unless, pursuant to this Agreement or any manufacturing or supply ( or similar ) agreement between or among the Parties or their Affiliates, [COMPANY] ( or its Affiliate ) was obligated to indemnify [COMPANY] or its Affiliates with respect to the Manufacture of the relevant units of such Product )