AND MATERIALS IN
LICENSEE'S POSSESSION OR CONTROL RELATING TO THE DEVELOPMENT, MANUFACTURE OR
COMMERCIALIZATION OF ALL LICENSED PRODUCTS, INCLUDING ALL NON-CLINICAL AND
CLINICAL DATA RELATING TO ANY LICENSED PRODUCTS, AND (C) ALL RECORDS AND
MATERIALS IN LICENSEE'S POSSESSION OR CONTROL CONTAINING CONFIDENTIAL
INFORMATION OF DYAX;
(III)
LICENSEE SHALL APPOINT DYAX AS LICENSEE'S
AGENT FOR ALL LICENSED PRODUCT-RELATED MATTERS INVOLVING REGULATORY AUTHORITIES
UNTIL ALL REGULATORY APPROVALS AND OTHER REGULATORY FILINGS HAVE BEEN
TRANSFERRED TO DYAX OR ITS DESIGNEE;
(IV)
IF THE EFFECTIVE DATE OF TERMINATION IS AFTER
FIRST COMMERCIAL SALE, THEN LICENSEE SHALL APPOINT DYAX AS ITS EXCLUSIVE
DISTRIBUTOR OF THE LICENSED PRODUCT AND GRANT DYAX THE RIGHT TO APPOINT
SUB-DISTRIBUTORS, UNTIL SUCH TIME AS ALL REGULATORY APPROVALS HAVE BEEN
TRANSFERRED TO DYAX OR ITS DESIGNEE;
(V)
IF LICENSEE OR ITS RELATED PARTIES ARE
MANUFACTURING LICENSED PRODUCTS, AT DYAX'S OPTION, SUPPLY THE LICENSED PRODUCTS
TO DYAX AT COST PLUS [*****] OR, IF TERMINATION OCCURS AFTER THE FIRST
COMMERCIAL SALE, ON TERMS NO LESS FAVORABLE THAN THOSE ON WHICH LICENSEE
SUPPLIED THE LICENSED PRODUCTS PRIOR TO SUCH
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.
Asterisks denote such omission.
27
TERMINATION TO ITS DISTRIBUTORS, UNTIL SUCH TIME AS ALL REGULATORY APPROVALS
HAVE BEEN TRANSFERRED TO DYAX OR ITS DESIGNEE, AND DYAX HAS PROCURED OR
DEVELOPED ITS OWN SOURCE OF LICENSED PRODUCT SUPPLY, PROVIDED THAT DYAX CAN
DEMONSTRATE IS HAS BEEN DILIGENTLY SEEKING AN ALTERNATIVE MANUFACTURER AND
PROVIDED FURTHER THAT IN ANY CASE LICENSEE'S MANUFACTURE AND SUPPLY OBLIGATION
SHALL NOT CONTINUE FOR MORE THAN [*****] FROM THE DATE OF TERMINATION OF THE
AGREEMENT;
(VI)
IF DYAX SO REQUESTS, LICENSEE SHALL TRANSFER TO
DYAX ANY THIRD PARTY AGREEMENT RELATING TO THE DEVELOPMENT, MANUFACTURE OR
COMMERCIALIZATION OF THE LICENSED PRODUCTS TO WHICH LICENSEE IS A PARTY,
PROVIDED THAT SUCH THIRD PARTY AGREEMENT PERMIT SUCH A TRANSFER (AND LICENSEE
HEREBY COVENANTS TO USE COMMERCIALLY REASONABLE BEST EFFORTS TO ENSURE THAT SUCH
THIRD PARTY AGREEMENTS DO PERMIT SUCH A TRANSFER); AND
(VII)
LICENSEE SHALL (A) ASSIGN OWNERSHIP OF ALL
LICENSED PRODUCT IP THAT RELATES SOLELY TO THE LICENSED PRODUCT TO DYAX, FREE
AND CLEAR OF ANY LIENS OR ENCUMBRANCES AND (B) GRANT DYAX A NON-EXCLUSIVE RIGHT
AND LICENSE, WITH THE RIGHT TO GRANT SUBLICENSES, UNDER ALL OTHER LICENSED
PRODUCT IP FOR THE SOLE PURPOSE OF O DEVELOPING, MANUFACTURING AND
COMMERCIALIZING PRODUCTS CONTAINING DX-2240 THROUGHOUT THE WORLD. THE LICENSE
GRANTED PURSUANT TO THIS SECTION 11.3(A) SHALL BE ROYALTY-FREE, FULLY-PAID AND
PERPETUAL, PROVIDED HOWEVER THAT IF LICENSEE DECIDES TO NO LONGER MAINTAIN ANY
PATENT THAT IS PART OF THE LICENSED PRODUCT IP, LICENSEE SHALL NOTIFY DYAX
THEREOF AND DYAX SHALL HAVE
[*****] TO NOTIFY LICENSEE WHETHER IT IS INTERESTED
TO HAVE THE CONCERNED PATENT(S) ASSIGNED TO DYAX OR NOT AND IF DYAX FAILS TO
NOTIFY ITS INTEREST LICENSEE SHALL NOT BE OBLIGATED TO MAINTAIN THE CONCERNED
PATENT AND THE LICENSE TO DYAX SHALL BE TERMINATED AS REGARDS SUCH PATENT(S) .
LICENSEE SHALL EXECUTE ALL DOCUMENTS AND TAKE ALL SUCH FURTHER ACTIONS AS MAY BE