Accrued Rights; Surviving Provisions of the Agreement. (a) Termination, relinquishment or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination, relinquishment or expiration including the payment obligations under Article 6 hereof and any and all damages arising from any breach hereunder. Such termination, relinquishment or expiration shall not relieve any Party from obligations which are expressly indicated to survive termination of this Agreement.
(b) The provisions of Articles 9 and 11 and Sections 2.7.2 (first sentence only), 2.7.4, 2.7.5, 2.7.6, 6.11, 8.1, 8.4, 8.6, 12.5, 12.6, 14.4, 14.8, 14.10, 14.11, 14.14, 14.15, 14.17, and 14.18, as well as any applicable definitions in Article 1, shall survive the termination or expiration of this Agreement for any reason, in accordance with their respective terms and conditions, and for the duration stated, and where no duration is stated, shall survive indefinitely.
Accrued Rights; Surviving Provisions of the Agreement. (a) Termination, relinquishment or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination, relinquishment or expiration including the payment obligations under Article 6 hereof and any and all damages or remedies arising from any breach hereunder. For clarity, all payment obligations which have accrued and are due as of the termination, relinquishment or expiration date shall immediately become due and payable. Such termination, relinquishment or expiration shall not relieve any Party from obligations which are expressly indicated to survive termination of this Agreement.
(b) The provisions of Articles 9, 11 and 13, 4 (by operation of the provisions of Section 12.5 as applicable), Sections 5.2 and 5.3 (by operation of the provisions of Section 12.5, as applicable), Sections 6.2 -6.11 (by operation of the provisions of Section 12.5, as applicable), 8.1, 8.4, 8.5, 10.4, 12.5, 12.6 and 13.2, as well as any applicable definitions in Article 1, shall survive the termination or expiration of this Agreement for any reason, in accordance with their respective terms and conditions, and for the duration stated, and where no duration is stated, shall survive indefinitely. Article 9 shall survive for a period of [***].
Accrued Rights; Surviving Provisions of the Agreement. 11.8.1 Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any Party or any Third Party Grantor prior to such termination or expiration, including the payment obligations under this Agreement or any INFI Third Party Agreement (including Licensee’s payment obligations for sales of the IPI-145 Product made during the Term and including Licensee’s payment obligations with respect to any milestone payment or Reimbursement Event achieved during the Term), and any and all damages or remedies arising from any breach hereunder. Such termination or expiration shall not relieve any Party from obligations which are expressly indicated to survive termination of this Agreement.
11.8.2 The provisions of Sections 2.1 (to the extent such license survives pursuant to Section 6.1.2), 2.2 (to the extent the license in Section 2.1 survives pursuant to Section 6.1.2), 2.3 (except if such license is terminated as a result of INFI’s breach), 2.4.6 (as applicable), 2.4.7, 2.4.8 (as applicable), 2.6.1, 2.7 (to the extent the relevant license survives in accordance with this Agreement), 3.1.2(c) (to the extent any portion of the Reimbursement Payments are made in Licensee Common Stock and such restrictions still apply at the time of termination of this Agreement), 3.1.4(b), 6.1.2 (to the extent the grant of such licenses is triggered prior to the effective date of termination), 6.1.4, 6.2 (to the extent related to a Calendar Quarter prior to the termination of this Agreement), 6.3, 6.4, 6.5 (for [**]), 6.6 (to the extent there are remaining obligations at the time of termination of this Agreement), 6.7 (to the extent there are remaining obligations at the time of termination of this Agreement), 7.1, 7.2, 7.9.3, 8 (for the survival term specified in Section 8.7), 9.5, 10.1 through 10.4 (solely with respect to indemnifiable events that occur prior to the effective date of termination),
Accrued Rights; Surviving Provisions of the Agreement. Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination or expiration, including any payment obligations hereunder , and any and all damages or remedies arising from any breach hereunder. Such termination or expiration shall not relieve any Party from obligations which are expressly indicated to survive expiration or termination of this Agreement.
Accrued Rights; Surviving Provisions of the Agreement. 14.9.1 Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination or expiration, including any payment obligations hereunder , and any and all damages or remedies arising from any breach hereunder. Such termination or expiration shall not relieve any Party from obligations which are expressly indicated to survive expiration or termination of this Agreement.
14.9.2 The provisions of Articles 10, 11, 13, and 15 and Sections 2.2.2, 2.3, 2.4, the last sentence of 5.1 (only for those licenses that have become irrevocable prior to termination), 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 12.4, 14.6, 14.7, 14.9, shall survive the termination of this Agreement in its entirety or expiration of this Agreement for any reason, in accordance with their respective terms and conditions, and for the duration stated, and where no duration is stated, shall survive indefinitely.
Accrued Rights; Surviving Provisions of the Agreement. (a) Termination, relinquishment or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination, relinquishment or expiration including, without limitation, the payment obligations under Article 6 hereof and any and all damages arising from any breach hereunder. Such termination, relinquishment or expiration shall not relieve any Party from obligations which are expressly indicated to survive termination of this Agreement.
(b) The provisions of Articles [***] and [***] (in accordance with Article [***] or to the extent owing), and Articles [***], [***], [***], and [***], and Sections [***], [***], [***], [***], [***], [***], [***], [***] and [***] shall survive the termination or expiration of this Agreement for any reason, in accordance with their respective terms and conditions, and for the duration stated, and where no duration is stated, shall survive indefinitely.
Accrued Rights; Surviving Provisions of the Agreement. (a) In the event of the expiration or any termination of this Agreement (other than pursuant to Section 6.1(b)), notwithstanding anything contained herein to the contrary, all rights granted to Axcan under the terms of this Agreement shall terminate, except that the provisions of Section 5.2 (Confidentiality; Public Disclosure), Section 5.8 (Enforcement of Aeroquin™ IP) and Section 7.11 (Remedies; Specific Performance) shall survive the expiration or termination of this Agreement for any reason, in accordance with their respective terms and conditions, and for the duration stated, or, where no duration is stated, indefinitely.
(b) In the event of the expiration or any termination of this Agreement pursuant to Section 6.1(b), notwithstanding anything contained herein to the contrary, Section 2.1 (Covenant to Divest, as it relates to the Carveout Payments), Section 5.5 (Covenant of Axcan), Section 5.8 (Enforcement of Aeroquin™ IP), Section 5.9 (IND Agency) and Section 7.11 (Remedies; Specific Performance) shall survive the expiration or termination of this Agreement for any reason, in accordance with their respective terms and conditions, and for the duration stated, or, where no duration is stated, indefinitely.
(c) Termination, relinquishment or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination, relinquishment or expiration including the payment obligations under ARTICLE 3 hereof and any and all damages arising from any breach hereunder. Such termination, relinquishment or expiration shall not relieve any Party from obligations which are expressly indicated to survive termination of this Agreement.
(d) The provisions of ARTICLE 3 as well as any applicable definitions in ARTICLE 1 or miscellaneous provisions in ARTICLE 7, shall survive the termination or expiration of this Agreement, the Merger Agreement and/or the Development Agreement, for any reason, in accordance with their respective terms and conditions, and for the duration stated, and where no duration is stated, shall survive indefinitely.
Accrued Rights; Surviving Provisions of the Agreement. (a) In the event of the expiration or any termination of this Agreement, notwithstanding anything contained herein to the contrary, all rights granted to Axcan shall terminate; provided, however, that any rights granted to Axcan pursuant to the applicable definitions in ARTICLE 1 and/or the provisions in ARTICLE 5 shall survive the termination or expiration of this Agreement for any reason in accordance with Section 3.3(c).
(b) Termination, relinquishment or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination, relinquishment or expiration, including any and all damages arising from any breach or default hereunder. Such termination, relinquishment or expiration shall not relieve any Party from obligations which are expressly indicated to survive termination of this Agreement.
(c) Any applicable definitions in ARTICLE 1 and the provisions in ARTICLE 5, shall survive the termination or expiration of this Agreement for any reason, in accordance with their respective terms and conditions, and for the duration stated, and where no duration is stated, shall survive indefinitely.
Accrued Rights; Surviving Provisions of the Agreement. (a) Except as provided in Sections 3.3.2 or 12.2.2, expiration or termination of this Agreement (in its entirety or with respect to any particular Program) shall be without prejudice to any rights or remedies provided at law or equity that either Party may otherwise have. Such expiration or termination shall not relieve either Party from obligations that are expressly indicated to survive expiration or termination of this Agreement.
(b) In addition to the provisions of this Agreement that survive termination of this Agreement pursuant to Sections 12.5 or 13.1, the provisions of Articles 1, 9, 11, 12, 13 and 14, and Sections 3.4.2, 4.3.1, 4.3.2, 5.1.3, 5.1.4, 5.1.6, 5.1.8, 5.3.4, 5.5.1, 5.5.2, 6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 6.10, 6.11, 6.12, 8.1, 8.2.2, 8.2.3, 8.2.4(a) and (b) (solely as applied to Joint Collaboration Patents), 8.2.5, 8.3.1, 8.3.2, 8.3.3, 8.4, 8.5 and 10.5 shall survive (i) the expiration of this Agreement or termination of this Agreement in its entirety pursuant to Sections 12.2.1, 12.3(i) or 12.4 or 13.1 or (ii) as applied to any Program terminated pursuant to Section 12.2.1, 12.3(ii) or 12.3 or any Program subject to an uncured GSK Diligence Failure Event under Section 12.2.2 (except to the extent otherwise provided in Section 12.5.2), in each case for the duration stated or, where no duration is stated, indefinitely.
(c) With respect to any termination of this Agreement with respect to a particular Program (and, for clarity, not with respect to any termination of this Agreement in its entirety) or any Program subject to an uncured GSK Diligence Failure Event under Section 12.2.2, all provisions of this Agreement shall continue in full force and effect as applied to all Programs not subject to such termination.
Accrued Rights; Surviving Provisions of the Agreement. 10.3.1 In the event of the expiration of this Agreement pursuant to Section 10.1(b) or (c) or any termination of this Agreement notwithstanding anything contained herein to the contrary, all licenses granted to Axcan shall terminate. In addition, Axcan’s funding obligations under Article 5 shall cease with respect to all Development activities not then completed and Mpex shall promptly return to Axcan all amounts paid by Axcan pursuant to * Confidential treatment requested.
