(c) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.1(b), BI shall have an exclusive, fully-paid, royalty-free license, with the right to grant sublicenses, under the Forma Technology, to continue to make, have made, use, sell, offer to sell and import Licensed Products in the Field in the Territory, for so long as it continues to do so.
(d) Subject to the terms and conditions of this Agreement, following expiration of the Term with respect to this Agreement in its entirety pursuant to Section 12.1(b) Forma shall have an exclusive, fully-paid, royalty-free license, with the right to grant sublicenses, under the BI Target Technology, to continue to make, have made, use, sell, offer to sell and import Forma Products in the Field in the Territory, for so long as it continues to do so,
12.5 Effects of Expiration or Termination of Call Option. Upon expiration or termination of the Call Option for a Forma Collaboration Project:
(a) Notwithstanding anything contained herein to the contrary, all licenses granted to BI with respect to Collaboration Compounds and Licensed Products from such Forma Collaboration Project shall terminate, each such Licensed Product shall be deemed to be a Forma Product, and such Forma Collaboration Project shall become a Forma Project.
(b) All of Formas exclusivity obligations under Section 5.7 with respect to the Collaboration Target in such Forma Collaboration Project shall immediately terminate and no longer be of any force or effect.
(c) Forma shall have an exclusive (even as to BI), royalty-free, worldwide license, with the right to grant sublicenses through multiple tiers, under the BI Target Technology to research, develop, make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import, have imported and otherwise exploit and commercialize Forma Products containing Collaboration Compounds from the Forma Compound Libraries and Derivatives thereof. All material relating to such Collaboration Compounds and in BIs possession shall be transferred to Forma upon expiration of the respective Call Option.
(d) Tn addition, Forma shall have the right to ask BI to negotiate in good faith a royalty-free license of the scope described in subsection (c) above under the BI Target Technology necessary or reasonably useful to develop, manufacture and commercialize certain Collaboration Compounds from the BI Compound Libraries related to the Forma Collaboration Project. Following such request, the Parties shall discuss in good faith and use reasonable efforts to agree within [***] on the license agreement and the Collaboration Compounds from the BI Compound Libraries to be included in such license, the corresponding BI Target Technology covering or claiming such Collaboration Compounds and the royalty applicable to the licenses described above in this Section 12.5(d); provided that BI will not unreasonably withhold its consent to the grant of a license to Collaboration Compounds that achieved the SoExtProf-Criteria.
(e) In the event that the Parties conclude a license agreement in accordance with Section 12.5(d), BI shall assign to Forma BIs interest in any Information or Patent owned by BI under this Agreement arising from Formas activities with respect to such applicable Forma Collaboration Project. BI agrees to execute and deliver assignments of such Patents and Information to Forma.