LIMITED, NON-EXCLUSIVE
LICENSE UNDER THE SEPRACOR TECHNOLOGY, THE PRODUCT TRADEMARKS AND OTHER
TRADEMARKS, FROM THE EFFECTIVE DATE OF ANY TERMINATION UNTIL THE EXPIRATION OF
THE APPLICABLE WIND-DOWN PERIOD(S), SOLELY FOR THE PURPOSES OF PERMITTING GSK TO
COMPLY WITH ITS OBLIGATIONS UNDER THIS SECTION 15.2 AND SECTION 15.3. EFFECTIVE
AS THE DATE OF TRANSFER OF ANY PACKAGED PRODUCT FROM GSK TO SEPRACOR PURSUANT TO
SECTION 15.2(A)(III), GSK HEREBY GRANTS TO SEPRACOR A LIMITED, NON-EXCLUSIVE
LICENSE TO USE ANY TRADE NAMES, TRADEMARKS, OR OTHER IDENTIFYING MARKINGS OF GSK
OR ITS AFFILIATES INCLUDED IN THE PACKAGING AND LABELING OF SUCH PRODUCT, SOLELY
FOR THE PURPOSES OF SELLING AND DISTRIBUTING ANY PRODUCT, WITHIN THE SHELF LIFE
REMAINING FOR THE PRODUCT, WHICH HAS ALREADY BEEN PACKAGED BY GSK, ITS
AFFILIATES OR SUBLICENSEES TO INCLUDE SUCH MARKINGS AS AT THE DATE OF TRANSFER;
THE "USE" RIGHTS GRANTED BY GSK DO NOT INCLUDE A RIGHT TO PRINT ANY GSK TRADE
NAMES, TRADEMARKS OR OTHER IDENTIFYING MARKINGS OF GSK, ITS AFFILIATES OR
SUBLICENSEES.
(G)
SUBLICENSEES; THIRD PARTY AGREEMENTS. UPON THE COMPLETION OF THE
OBLIGATIONS DEFINED IN SECTIONS 15.2 AND 15.3, ANY CONTRACTS WITH SUBLICENSEES
OF THE PRODUCT IN THE GSK TERRITORY ENGAGED BY GSK SHALL TERMINATE AT THE SAME
TIME AS THE AGREEMENT WITH GSK. AT THE WRITTEN REQUEST OF SEPRACOR, GSK WILL
ASSIGN ANY PRODUCT-SPECIFIC THIRD PARTY AGREEMENTS REQUESTED BY SEPRACOR FOR
ASSIGNMENT TO THE FURTHEST EXTENT POSSIBLE, PROVIDED THAT SUCH ASSIGNMENT IS
PERMITTED UNDER THE PRODUCT-SPECIFIC THIRD PARTY AGREEMENT OR ACCEPTED BY THE
THIRD PARTY. IN THE EVENT SUCH ASSIGNMENT IS NOT REQUESTED BY SEPRACOR OR IS NOT
ACCEPTED BY SUCH THIRD PARTY, THEN THE RIGHTS OF SUCH THIRD PARTY WITH RESPECT
TO THE PRODUCT SHALL TERMINATE UPON TERMINATION OF GSK'S RIGHTS. GSK SHALL
ENSURE THAT ITS AFFILIATES, SUBLICENSEES AND SUCH THIRD PARTY (IF ITS CONTRACT
IS NOT ASSIGNED TO SEPRACOR PURSUANT TO THIS SECTION 15.2(G)) SHALL TRANSITION
ANY REMAINING PRODUCT BACK TO SEPRACOR IN THE MANNER SET FORTH IN THIS SECTION
15.2(A)(III) AS IF SUCH AFFILIATE OR THIRD PARTY WERE NAMED HEREIN. GSK SHALL
INCLUDE PROVISIONS REQUIRING COMPLIANCE WITH THESE PROVISIONS IN THE AGREEMENTS
WITH SUBLICENSEES AND THIRD PARTIES.
15.3.
RIGHTS ON TERMINATION UNDER SECTION 14.3(B). THIS SECTION
15.3 SHALL APPLY UPON THE TERMINATION OF GSK'S RIGHTS UNDER THIS AGREEMENT IF,
AND ONLY IF, SUCH TERMINATION IS MADE BY GSK PURSUANT TO SECTION 14.3(B):
(A)
WIND-DOWN PERIOD FOR DEVELOPMENT. IN THE EVENT THERE ARE ANY
ON-GOING DEVELOPMENTAL STUDIES OF THE PRODUCT IN THE GSK TERRITORY (OR, IF THE
TERMINATION IS LIMITED TO A SPECIFIC COUNTRY, WITHIN SUCH COUNTRY), AT
SEPRACOR'S REQUEST IN WRITING, GSK AGREES:
(A) TO COMPLETE, AT GSK'S EXPENSE,
ANY SUCH DEVELOPMENTAL STUDIES, OR (B) TO THE EXTENT SO REQUESTED BY SEPRACOR,
TO PROMPTLY TRANSITION, AT GSK'S EXPENSE, TO SEPRACOR OR ITS DESIGNEE SUCH
DEVELOPMENTAL STUDIES OR PORTIONS THEREOF FOR SEPRACOR OR ITS DESIGNEE TO
COMPLETE AT THEIR EXPENSE. IF GSK SHALL CONTINUE TO CONDUCT ANY SUCH
DEVELOPMENTAL STUDIES, IT SHALL DO SO IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THIS AGREEMENT;