date of such termination nor preclude either Party from pursuing all
rights and remedies it may have hereunder or at law or in equity with respect to
any breach of this Agreement nor prejudice either Party's right to obtain
performance of any obligation.
(c) Effects of Termination under Section 12.2(a). In the event of termination of
this Agreement pursuant to Section 12.2(a), all licenses granted by one Party to
the other Party under this Agreement shall immediately terminate, and each
Party's rights to [ * ] shall [ * ].
(d) Effects of Termination under Sections 12.2(b), Section 12.2(c), or by
Exelixis for Sanofi-Aventis' breach under Section 12.2(d). In the event of
termination of this Agreement pursuant to Section 12.2(b), Section 12.2(c) or by
Exelixis for Sanofi-Aventis' breach under Section 12.2(d):
(i) Sanofi-Aventis hereby grants Exelixis a worldwide, exclusive license (with
the right to sublicense) under the Sanofi-Aventis Know-How, Sanofi-Aventis
Patents and Sanofi-Aventis interest in the Joint Invention Patents to develop,
make, have made, use, import, sell, offer to sell and have sold any terminated
Collaboration Compound and products comprising or incorporating one or more of
such Collaboration Compounds (the "Reverted Products"), effective upon such
termination of this Agreement.
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[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
(ii) In consideration for the foregoing license, Exelixis shall pay to
Sanofi-Aventis the following (as applicable).
(1) If Exelixis terminates under Section 12.2(c) or 12.2(d), then Exelixis shall
pay Sanofi-Aventis [ * ].
(2) If there is a termination under Section 12.2(b), and, [ * ], [ * ], then
Exelixis shall pay Sanofi-Aventis [ * ]. For clarity, [ * ].
(3) If there is a termination under Section 12.2(b), and, [ * ], then Exelixis
shall pay Sanofi-Aventis either: (A) [ * ] sell Reverted Products containing a
Collaboration Compound that either: (I) [ * ]; or (II) [ * ]; (B) [ * ] sell
Reverted Products containing a Collaboration Compound that either: (III) [ * ];
or (IV) [ * ]; or (C) [ * ] sell both: (X) [ * ]; and (Y) [ * ]. For clarity, [
* ].
(iii) Sanofi-Aventis shall to transfer via assignment, license or sublicense to
Exelixis: (A) all Sanofi-Aventis Know-How [ * ] for the development, manufacture
and commercialization of any Reverted Product; (B) all regulatory filings
(including any Regulatory Approvals, drug dossiers, and drug master files) in
Sanofi-Aventis' name; (C) agreements with Third Parties (at Exelixis' sole
discretion and to the extent that such agreement is assignable or
sublicensable); (D) trademark rights Controlled by Sanofi-Aventis; and
(E) supplies of Product (including any intermediates, retained samples and
reference standards), that in each case ((A) through (E)) are existing and in
Sanofi-Aventis' Control and that relate to such Reverted Products. Any such
transfer(s) shall be at the sole expense