Common use of Accrued Rights; Surviving Obligations Clause in Contracts

Accrued Rights; Surviving Obligations. Termination or expiration of this Agreement (either in its entirety or with respect to one or more Region(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Sections 3.4.5 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 3.4.6, 3.9, 6.1 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.2 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.3 through 6.10, 7.1.1 through 7.1.4, 7.1.7, 9.1 through 9.4, 9.6, 10.3, 12.1.1, 12.5 through 12.9, and this Section 12.10, and Articles 1, 11 and 13 of this Agreement shall survive the termination or expiration of this Agreement for any reason.

Accrued Rights; Surviving Obligations. Termination (a) Termination, relinquishment or expiration of this Agreement (either in its entirety or with respect to one or more Region(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a any Party prior to such termination termination, relinquishment or expiration. Such termination termination, relinquishment or expiration shall not relieve a any Party from obligations that which are expressly indicated to survive termination or expiration of this Agreement. All obligations which are not expressly indicated to survive termination or expiration of this Agreement shall terminate upon the termination or expiration of this Agreement. Without limiting . (b) All of the foregoingParties' rights and obligations under, and/or the provisions contained in, Sections 3.4.5 (solely 1, 3.3(unless ERS or BMS terminates this Agreement pursuant to Section 13.2(b)), 4.10, 6.2(b), 7, 9.1, 9.3, 9.4, 10.3, 10.4, 10.5, 10.6, 12, 13.6, 13.7, 15.2(only to the extent any payment obligation thereunder accrued prior to such termination or expirationERS's obligations under this Agreement survive termination), 3.4.6, 3.9, 6.1 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.2 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.3 through 6.10, 7.1.1 through 7.1.4, 7.1.7, 9.1 through 9.4, 9.6, 10.3, 12.1.1, 12.5 through 12.9, and this Section 12.10, and Articles 1, 11 and 13 of this Agreement 16 shall survive the termination termination, relinquishment or expiration of this Agreement for any reasonAgreement.

Accrued Rights; Surviving Obligations. Termination (a) Termination, relinquishment or expiration of the Term or of this Agreement (either in its entirety or with respect to one or more Region(s)) for any reason shall be without prejudice to any rights that which shall have accrued to the benefit of a either Party prior to such termination termination, relinquishment or expiration. Such termination , and such termination, relinquishment or expiration shall not relieve a either Party from obligations that which are expressly indicated to survive termination or expiration of the termination Term or of this Agreement. (b) Without limiting Section 10.05(a), termination, relinquishment or expiration of this Agreement, in whole or in part, shall not terminate the Company’s obligation to pay the Purchase Price for, and BMS’ obligation to supply, Product which has been sold to the Company or Product which has been ordered by Firm Order prior to the effective date of termination. Without limiting All the foregoingParties’ rights and obligations under Sections 4, 5,6,7,8, 9,12,13 and 14, Sections 3.4.5 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration2.13(b), 3.4.6, 3.9, 6.1 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.2 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.3 through 6.10, 7.1.1 through 7.1.4, 7.1.7, 9.1 through 9.4, 9.6, 10.3, 12.1.1, 12.5 through 12.9, 3.01(b) and this Section 12.10, and Articles 1, 11 and 13 of this Agreement 10.05 (as applicable) shall survive the termination or expiration of this Agreement for any reasonhereof.

Accrued Rights; Surviving Obligations. Termination (a) Termination, relinquishment or expiration of this Agreement (either in its entirety or with respect to one or more Region(s)) for any reason shall be without prejudice to any rights that which shall have accrued to the benefit of a either Party prior to such termination termination, relinquishment or expiration. Such termination termination, relinquishment or expiration shall not relieve a either Party from obligations that which are expressly indicated to survive the termination or expiration of this Agreement. Without limiting The rights of the foregoing, Sections 3.4.5 (solely to the extent any payment obligation thereunder accrued prior to such Parties upon termination or expiration), 3.4.6, 3.9, 6.1 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.2 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.3 through 6.10, 7.1.1 through 7.1.4, 7.1.7, 9.1 through 9.4, 9.6, 10.3, 12.1.1, 12.5 through 12.9, and this Section 12.10, and Articles 1, 11 and 13 of described in this Agreement shall survive not be exclusive of any other rights or claims at law or in equity that either Party may have against the termination other arising out of this Agreement. (b) Termination, relinquishment or expiration of this Agreement for any reasonshall not terminate each Party's obligation to pay all royalties, milestone payments and other monetary obligations that may have accrued hereunder prior to such termination. All of the Parties' rights and obligations under Sections 6.1, 6.2, 8.5, 10, 12, 13 (solely with respect to actions pending at such time), 14, 15.2, 15.5, 15.6, 15.7, 15.8, 15.9, 17.1 (if in effect at such time), 17.3, 17.5, 17.12, 17.13 and 17.14 shall survive termination, relinquishment or expiration hereof.

Accrued Rights; Surviving Obligations. Termination (a) Termination, relinquishment or expiration of this Agreement (either in its entirety or with respect to one or more Region(s)) for any reason shall be without prejudice to any rights that which shall have accrued to the benefit of a either Party prior to such termination termination, relinquishment or expiration. Such termination termination, relinquishment or expiration shall not relieve a either Party from obligations that which are expressly indicated to survive the termination or expiration of this Agreement. Without limiting . (b) All of the foregoingParties' rights and obligations under Sections 3.7, Sections 3.4.5 4.7(d), 4.7(e), 4.8, 5.7, 7, 9.1, 9.3 (solely with respect to actions commenced before the extent any payment obligation thereunder accrued prior to such effective date of termination or expirationof this Agreement), 3.4.6, 3.9, 6.1 9.4 (solely with respect to actions commenced before the extent any payment obligation thereunder accrued prior to such effective date of termination or expirationof this Agreement), 6.2 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration)10.4, 6.3 through 6.1010.5, 7.1.1 through 7.1.410.6, 7.1.710.7, 9.1 through 9.411, 9.612.4, 10.312.5, 12.1.1, 12.5 through 12.9, 14.12 and this Section 12.10, and Articles 1, 11 and 13 of this Agreement 14.13 shall survive the termination termination, relinquishment or expiration of this Agreement for any reasonAgreement.

Accrued Rights; Surviving Obligations. Termination (a) Termination, relinquishment or expiration of this Agreement (either in its entirety or with respect to one or more Region(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a any Party prior to such termination termination, relinquishment or expiration. Such termination termination, relinquishment or expiration shall not relieve a any Party from obligations that which are expressly indicated to survive termination or expiration of this Agreement. All obligations which are not expressly indicated to survive termination or expiration of this Agreement shall terminate upon the termination or expiration of this Agreement. Without limiting . (b) All of the foregoingParties' rights and obligations under, and/or the provisions contained in, Sections 3.4.5 1, 3.3(unless ERS or BMS terminates this Agreement pursuant to Section 13.2(b)), 4.10, 6.2(b), 7, 9.1, 9.3, 9.4, 10.3, 10.4, 10.5, 10.6, 12, 13.6, 13.7, 15.2 (solely only to the extent any payment obligation thereunder accrued prior to such termination or expirationERS's obligations under this Agreement survive termination), 3.4.6, 3.9, 6.1 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.2 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.3 through 6.10, 7.1.1 through 7.1.4, 7.1.7, 9.1 through 9.4, 9.6, 10.3, 12.1.1, 12.5 through 12.9, and this Section 12.10, and Articles 1, 11 and 13 of this Agreement 16 shall survive the termination termination, relinquishment or expiration of this Agreement for any reasonAgreement.

Accrued Rights; Surviving Obligations. Termination Termination, relinquishment or expiration of this Agreement (either in its entirety or with respect to one or more Region(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a any Party prior to such termination termination, relinquishment or expiration. Such termination termination, relinquishment or expiration shall not relieve a any Party from obligations that which are expressly indicated or by implication intended to survive the termination termination, relinquishment or expiration of this Agreement. Without limiting the foregoing, Sections 3.4.5 (solely to the extent Agreement and shall not affect or prejudice any payment obligation thereunder accrued prior to such termination or expiration), 3.4.6, 3.9, 6.1 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.2 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.3 through 6.10, 7.1.1 through 7.1.4, 7.1.7, 9.1 through 9.4, 9.6, 10.3, 12.1.1, 12.5 through 12.9, and this Section 12.10, and Articles 1, 11 and 13 provision of this Agreement which is expressly or by implication provided to come into effect on, or continue in effect after, such termination, relinquishment or expiration. The following provisions shall survive the termination or expiration of this Agreement for in its entirety, and, any reasonother provisions, which by their terms or by the context thereof, are intended to survive such expiration or termination, shall also survive: Articles 1, 7, 8, 10, 12, and 13 and Sections 4.1(b), 4.1(c), 4.1(e), 5.6, 6.4, 6.5, and 11.4 (as applicable).

Accrued Rights; Surviving Obligations. Termination (a) Termination, relinquishment or expiration of this Agreement (either in its entirety or with respect to one or more Region(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a any Party prior to such termination termination, relinquishment or expirationexpiration including, without limitation, the payment obligations under Article 6 hereof and any and all damages arising from any breach hereunder. Such termination termination, relinquishment or expiration shall not relieve a any Party from obligations that which are expressly indicated to survive the termination or expiration of this Agreement. Without limiting . (b) In addition to the foregoingprovisions of this Agreement which expressly survive as set forth in this Article 12 or elsewhere in this Agreement, all of the Parties' rights and obligations under, and/or the provisions contained in, Sections 3.4.5 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration)6.5, 3.4.66.6, 3.96.7, 6.1 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration)12.5, 6.2 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration)12.6, 6.3 through 6.10, 7.1.1 through 7.1.4, 7.1.7, 9.1 through 9.4, 9.6, 10.3, 12.1.1, 12.5 through 12.9, and this Section 12.1013.1.2, and Articles 1, 8 (except for Sections 8.1.2 and 8.1.5), 9, 11 and 13 of this Agreement 14 shall survive the expiration, termination or expiration relinquishment of this Agreement for any reasonAgreement.

Accrued Rights; Surviving Obligations. Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more Region(scountry(ies)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Sections 3.4.5 Clauses 1 (DEFINITIONS), 2.1 (Grants to Licensee) (solely to the extent any payment obligation thereunder accrued prior to such termination or expirationprovided in Clause 10.3(h) (Consequences of Termination)), 3.4.62.2 (Grants to ArQule) (except as provided in Clause 10.3 (Consequences of Termination)), 3.92.4(b) (Rights of Reference) (except as provided in Clause 10.3 (Consequences of Termination)), 5.8 (Interest on Late Payments), 5.9 (Financial Records), 5.10 (Audit), 5.11 (Audit Dispute), 6.1 (solely to the extent any payment obligation thereunder accrued prior to such termination or expirationOwnership of Intellectual Property), 6.2 7 (solely to the extent any payment obligation thereunder accrued prior to such termination or expirationCONFIDENTIALITY AND NXX-XXXXXXXXXX), 6.3 through 6.100 (INDEMNITY; INSURANCE), 7.1.1 through 7.1.410.1 (Term and Expiration), 7.1.710.3 (Consequences of Termination), 9.1 through 9.410.4 (Remedies), 9.6, 10.3, 12.1.1, 12.5 through 12.910.5 (Accrued Rights; Surviving Obligations), and this Section 12.10, and Articles 1, 11 and 13 (MISCELLANEOUS) of this Agreement shall survive the termination or expiration of this Agreement for any reason.

Accrued Rights; Surviving Obligations. Termination (a) Termination, relinquishment or expiration of this Agreement (either in its entirety or with respect to one or more Region(s)) for any reason shall be without prejudice to any rights that which shall have accrued to the benefit of a either Party prior to such termination termination, relinquishment or expiration. Such termination termination, relinquishment or expiration shall not relieve a either Party from obligations that which are expressly indicated to survive the termination or expiration of this Agreement. Without limiting The rights of the foregoing, Sections 3.4.5 (solely to the extent any payment obligation thereunder accrued prior to such Parties upon termination or expiration), 3.4.6, 3.9, 6.1 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.2 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.3 through 6.10, 7.1.1 through 7.1.4, 7.1.7, 9.1 through 9.4, 9.6, 10.3, 12.1.1, 12.5 through 12.9, and this Section 12.10, and Articles 1, 11 and 13 of described in this Agreement shall survive not be exclusive of any other rights or claims at law or in equity that either Party may have against the termination other arising out of this Agreement. (b) Termination, relinquishment or expiration of this Agreement for any reasonshall not terminate each Party's obligation to pay all royalties, milestone payments and other monetary obligations that may have accrued hereunder prior to such termination. All of the Parties' rights and obligations under Sections 5.1, 5.2, 5.3, 7.6, 9, 10, 11 (solely with respect to actions pending at such time), 12.2, 12.5, 12.6, 12.7, 12.8, 12.9, 14.1 (if in effect at such time), 14.3, 14.5, 14.12, 14.13 and 14.14 shall survive termination, relinquishment or expiration hereof.

Accrued Rights; Surviving Obligations. Termination (a) Termination, relinquishment or expiration of this Agreement (either in its entirety or with respect to one or more Region(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a either Party prior to such termination termination, relinquishment or expiration. Such termination termination, relinquishment or expiration shall not relieve a either Party from obligations that which are expressly indicated to survive the termination or expiration of this Agreement. Without limiting . (b) All of the foregoingParties' rights and obligations under Sections 4.7, 5.8 (so long as Kirin sells Product), 7 (for so long as such Sections 3.4.5 provide either Party with any rights or obligations relating to the term of this Agreement), 9.1, 9.3 (solely with respect to actions commenced before the extent any payment obligation thereunder accrued prior to such effective date of termination or expirationof this Agreement), 3.4.6, 3.9, 6.1 9.4 (solely with respect to actions commenced before the extent any payment obligation thereunder accrued prior to such effective date of termination or expirationof this Agreement), 6.2 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration)10.4, 6.3 through 6.1010.5, 7.1.1 through 7.1.410.6, 7.1.710.7, 9.1 through 9.411, 9.612.4, 10.3, 12.1.1, 12.5 through 12.912.5, and this Section 12.10, and Articles 1, 11 and 13 of this Agreement 14 shall survive the termination termination, relinquishment or expiration of this Agreement for any reasonAgreement.

Accrued Rights; Surviving Obligations. Termination or expiration of this Agreement (either in its entirety or with respect to one or more Region(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Sections 3.4.5 1 (solely to the extent any payment obligation thereunder accrued prior to such termination or expirationDefinitions), 3.4.6, 3.9, 6.1 2 (solely to the extent any payment obligation thereunder accrued prior to such termination or expirationInterpretation), 6.2 5.3(c) (solely to the extent any payment obligation thereunder accrued prior to such termination or expirationGuaranteed Minimum Spend Reconciliation), 6.3 through 6.105.4 (Payment), 7.1.1 through 7.1.46 (Confidentiality), 7.1.77.2 (Freeline Ownership), 9.1 through 9.47.3 (Ascend Ownership), 9.67.4(b) (Licence of Ascend Arising IP), 10.38.1 (Records), 12.1.19.6 (Consequences of Expiration or Termination), 12.5 through 12.99.7 (Consequences of Termination for Cause or for Force Majeure), 9.8 (Remedies), 9.9 (Accrued Rights; Surviving Obligations), 10 (Indemnities and this Section 12.10, Limitations of Liability) and Articles 1, 11 and 13 of this Agreement 12 (Miscellaneous) shall survive the termination or expiration of this Agreement for any reasonAgreement.

Accrued Rights; Surviving Obligations. Termination (a) Termination, relinquishment or expiration of this Agreement (either in its entirety or with respect to one or more Region(s)) for any reason shall be without prejudice to any rights that which shall have accrued to the benefit of a either Party prior to such termination termination, relinquishment or expiration. Such termination termination, relinquishment or expiration shall not relieve a either Party from obligations that which are expressly indicated to survive the termination or expiration of this Agreement. Without limiting The rights of the foregoing, Sections 3.4.5 (solely to the extent any payment obligation thereunder accrued prior to such Parties upon termination or expiration), 3.4.6, 3.9, 6.1 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.2 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.3 through 6.10, 7.1.1 through 7.1.4, 7.1.7, 9.1 through 9.4, 9.6, 10.3, 12.1.1, 12.5 through 12.9, and this Section 12.10, and Articles 1, 11 and 13 of described in this Agreement shall survive not be exclusive of any other rights or claims at law or in equity that either Party may have against the termination other arising out of this Agreement. (b) Termination, relinquishment or expiration of this Agreement for any reasonshall not terminate each Party’s obligation to pay all royalties, milestone payments and other monetary obligations that may have accrued hereunder prior to such termination. All of the Parties’ rights and obligations under Sections 6.1, 6.2, 8.5, 10, 12, 13 (solely with respect to actions pending at such time), 14, 15.2, 15.5, 15.6, 15.7, 15.8, 15.9, 17.1 (if in effect at such time), 17.3, 17.5, 17.12, 17.13 and 17.14 shall survive termination, relinquishment or expiration hereof.

Accrued Rights; Surviving Obligations. Termination Termination, relinquishment or expiration of this Agreement (either in its entirety or with respect to one or more Region(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a either Party prior to such termination termination, relinquishment or expiration. Such termination termination, relinquishment or expiration shall not relieve a either Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Sections 3.4.5 (solely . 13.11.1 In addition to the extent any payment obligation thereunder accrued prior to such termination or expiration), 3.4.6, 3.9, 6.1 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.2 (solely to the extent any payment obligation thereunder accrued prior to such termination or expiration), 6.3 through 6.10, 7.1.1 through 7.1.4, 7.1.7, 9.1 through 9.4, 9.6, 10.3, 12.1.1, 12.5 through 12.9, and this Section 12.10, and Articles 1, 11 and 13 provisions of this Agreement which expressly survive as set out in this Section 13 or elsewhere in this Agreement, all of the Parties’ rights and obligations under, and/or the provisions contained in, Sections 1, 7.3, 7.4, 7.5, 8.1.1, 8.1.3, 8.2, 8.3 and 8.4 (solely with respect to claims identified during the term of this Agreement), 9, 10.5, 11, 12, 13.8, 13.10, 13.11 and 15 shall survive the termination expiration, termination, or expiration relinquishment of this Agreement for any reasonAgreement.